SOUTHERN SECURITY LIFE INSURANCE CO
10-Q, 1999-05-20
LIFE INSURANCE
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<PAGE>
                                    Form 10-Q
                                   (conformed)
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(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, 1999 or
                               
(  )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the transition period from _______ to_______

For Quarter Ended March 31, 1999  Commission File No.  2-35669
                  
                    SOUTHERN SECURITY LIFE INSURANCE COMPANY
             (Exact name of registrant as specified in its charter)

                       Florida                    59-1231733
                (State of incorporation)      (I.R.S. tax number)

                     755 Rinehart Road, Lake Mary, FL 32746

Registrant's telephone number, including area code:  (407) 321-7113

      Securities registered pursuant to Section 12(b) of the Act:
                                                    Name of Each Exchange on
          Title of Each Class                            Which Registered
                 None                                       None

      Securities registered pursuant to Section 12(g) of the Act:
                                         None
                                  (Title of Class)

Indicate  by check  mark  whether  the  Registrant  (1) has  filed  all  annual,
quarterly and other reports required to be filed with the Commission  during the
preceding 12 months and (2) has been subject to the filing  requirements  for at
least the past 90 days.

                                   Yes  X    No

The  number of  Registrant's  shares  outstanding  as of the close of the period
covered by this report is as follows:

                                                 Number Outstanding at
                    Title of class                  March 31, 1999
                  Class A Common Shares               1,907,989
                   $1.00 per share


<PAGE>



                    SOUTHERN SECURITY LIFE INSURANCE COMPANY
                                    Form 10-Q
                          Quarter Ended March 31, 1999
                                      INDEX
                                     Part I
                              FINANCIAL INFORMATION




    ITEM 1  Condensed Financial Statements

       Balance sheets - March 31, 1999 and December 31, 1998               3-4

       Statements of Income - Three Months Ended
            March 31, 1999 and 1998                                          5

       Statements of Cash Flows - Three Months Ended
            March 31, 1999 and 1998                                          6

       Notes to Condensed Financial Statements                             7-8


    ITEM 2  Management's Discussion and Analysis of
       Financial Condition of Results of Operations,
       March 31, 1999                                                     9-15

    ITEM 3  Quantitative and Qualitative Disclosure of Market Risk


                                    PART II
       Other Information                                                 16-17

       Signature Page                                                       18








                                        2

<PAGE>



                    SOUTHERN SECURITY LIFE INSURANCE COMPANY

                                 Balance Sheets

                      March 31, 1999 and December 31, 1998
<TABLE>
<CAPTION>

                                                                           March 31, 1999             December 31,
    Assets                                                                   (unaudited)                  1998
    ------                                                                   -----------                  ----
<S>                                                                      <C>                          <C>

Investments:
   Fixed maturities held-to-maturity
       (fair value, $5,017,910 and
       $5,064,541 at March  31, 1999
       and December 31, 1998 respectively)                                    $ 4,932,956              $4,956,910
   Securities available-for-sale,
           at fair value:
       Fixed maturities (cost of
           $27,635,196 at March 31, 1999 and
           $27,671,425 at December 31,
           1998)                                                               27,939,967             28,479,161
       Equity securities (cost, $210,370
           and $210,370 at March 31, 1999 and
           December 31, 1998, respectively)                                       255,784                250,232
   Policy and student loans                                                     8,122,139              8,462,438
   Short-term investments                                                       5,058,037             11,434,983
   Short-term investments with related party                                    4,010,239               -
                                                                                ---------              ---------
                                                                               50,319,122             53,583,724

Cash and cash equivalents                                                       2,615,198                682,389
Accrued investment income                                                         838,464                564,118
Deferred policy acquisition costs                                              13,473,338             13,583,956
Policyholders' account balances on
   deposit with reinsurer                                                       8,426,975              8,518,571
Reinsurance receivable                                                            302,426                306,258
Receivables:
   Agent balances                                                               1,276,311                994,493
   Other                                                                          179,352                351,478
   Refundable income taxes                                                         42,599                 34,951
Property and equipment, net, at cost                                            2,547,185              2,585,255
                                                                                ---------              ---------
                                                                              $80,020,970            $81,205,193
                                                                              ===========            ===========
</TABLE>

            See accompanying notes to condensed financial statements


                                        3

<PAGE>



                    SOUTHERN SECURITY LIFE INSURANCE COMPANY

                           Balance Sheets (continued)

                      March 31, 1999 and December 31, 1998
<TABLE>
<CAPTION>

                                                                          March 31, 1999            December 31,
Liabilities and Shareholders' Equity                                        (unaudited)                 1998
- ------------------------------------                                        -----------                 ----
<S>                                                                   <C>                          <C>
Liabilities:
  Policy liabilities and accruals:                                            $1,806,867             $1,727,300
 Future policy benefits:
       Policyholders'  account balances                                       52,139,821             52,520,300
       Unearned revenue                                                        5,752,121              6,023,399
       Other policy claims and benefits payable                                  623,775                540,789
  Other Policyholders' funds, dividend
       and endowment accumulations                                                66,001                 64,738
  Funds held related to reinsurance treaties                                   1,405,916              1,419,357
  Note payable to related party                                                1,000,000              1,000,000
  Due to affiliated insurance agency                                              76,425                 22,871
  General expenses accrued                                                       554,405                747,148
  Unearned investment income                                                     331,071                340,622
  Other liabilities                                                               75,476                 90,489
  Deferred income taxes                                                          606,808                796,074
                                                                               ---------              ---------
                                                                              64,438,686             65,293,087
                                                                              ----------             ----------
Shareholders' equity:
  Common stock, $1 par, authorized
       3,000,000 shares; issued and out-
       standing, 1,907,989 shares                                              1,907,989              1,907,989
  Capital in excess of par                                                     4,011,519              4,011,519
  Accumulated other comprehensive income                                         175,242                430,161
  Retained earnings                                                            9,487,534              9,562,437
                                                                               ---------              ---------
                                                                              15,582,284             15,912,106
Commitments and contingencies                                                   -                      -
                                                                             -----------            -----------
                                                                             $80,020,970            $81,205,193
                                                                             ===========            ===========
</TABLE>

            See accompanying notes to condensed financial statements






                                        4

<PAGE>



                    SOUTHERN SECURITY LIFE INSURANCE COMPANY

                        Statements of Income (unaudited)

               For The Three Months Ended March 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                                                1999                              1998
                                                                                ----                              ----
<S>                                                                        <C>                              <C>
Revenues:
 Net insurance revenues                                                      $1,751,040                       $1,763,427
 Net investment income                                                          904,557                          933,728
 Realized gain on investments                                                      -                             332,283
                                                                              ---------                          -------  
                                                                              2,655,597                        3,029,438

Benefits, losses & expenses:
 Annuity, death, surrender and
   other benefits                                                             1,132,790                        1,086,402
 Increase in future policy
   benefits                                                                     127,104                          128,855
 Amortization of deferred
   policy acquisitions costs                                                    828,668                          927,211
 Operating expenses                                                             627,086                          786,085
 Interest expense with
   related party                                                                 22,500                           22,500
                                                                                 ------                           ------
                                                                              2,738,148                        2,951,053
 Income (loss) before income
   taxes                                                                        (82,551)                          78,385
 Income tax expense (benefit)                                                    (7,648)                          29,394
                                                                                 -------                          ------
          Net income (loss)                                                    $(74,903)                         $48,991
                                                                                ========                          ====== 
Basic net income (loss) per
  share of common stock                                                           $.(04)                            $.03
                                                                                    ====                             ===
Diluted net income (loss) per
  share of common stock                                                           $.(04)                            $.03
                                                                                    ====                             ===

</TABLE>


            See accompanying notes to condensed financial statements



                                        5

<PAGE>



                    SOUTHERN SECURITY LIFE INSURANCE COMPANY

                      Statements of Cash Flows (unaudited)

                 For Three Months Ended March. 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                               1999                    1998
                                                                               ----                    ----
<S>                                                                           <C>                    <C>     
Net cash provided by operating activities                                       $84,557                $983,546

Cash flows provided by (used in) investing activities:
  Purchase of investments available
     for sale (equity & fixed maturity)                                         -                    (5,771,931)
  Proceeds from maturity of held to maturity securities                          21,097               2,017,761
  Proceeds from maturity of  available for
     sale securities                                                            -                       257,240
  Proceeds from sale of available for sale
     securities (equity and fixed maturity)                                     -                     5,681,917
  Net change in short term investments                                        2,366,707                 -
  Net change in policy and student loans                                        340,299                   6,583
  Acquisition of property & equipment                                             -                     (11,103)
                                                                                -------                 -------
     Net cash provided by investing activities                               $2,728,103              $2,180,467

Cash flows provided by (used in) financing activities:
   Receipts from universal life and certain
     annuity policies credited to policyholder
     account balances                                                         1,751,831                 921,719
   Return of policyholder account balances on
     universal life and certain annuity policies                             (2,631,682)               (996,897)
                                                                             ----------                --------

Net cash used in financing activities                                         $(879,851)               $(75,178)
                                                                              ---------                --------
Increase in cash and cash equivalents                                         1,932,809               3,088,835

Cash and cash equivalents at
   beginning of period                                                         $682,389              $2,448,994
                                                                               --------              ----------
Cash and cash equivalents at
   end of period                                                             $2,615,198              $5,537,829
                                                                             ==========              ==========
</TABLE>

            See accompanying notes to condensed financial statements


                                        6

<PAGE>



                    SOUTHERN SECURITY LIFE INSURANCE COMPANY

               Notes to Condensed Financial Statements (unaudited)

                      For Three Months Ended March 31, 1999


1.     Unaudited Financial Statements:
       
       The accompanying financial statements have been prepared by management in
       conformity  with  generally  accepted  accounting  principles for interim
       financial  statements and with  instructions  to Form 10-Q and Regulation
       S-X.  Accordingly,  they do not include all the  disclosures  required by
       generally   accepted   accounting   principles  for  complete   financial
       statements.  All adjustments and accruals  considered  necessary for fair
       presentation of financial  information  have been included in the opinion
       of management, and are of a normal recurring nature. Quarterly results of
       operations  are not  necessarily  indicative  of  annual  results.  These
       statements should be read in conjunction with the consolidated  financial
       statements and the notes thereto  included in the Southern  Security Life
       Insurance  Company  1998  Annual  Report on Form 10-K for the fiscal year
       ended December 31, 1998.

2.     Comprehensive Income:

       Total  comprehensive  income (loss) was $(329,822)  and $56,487,  for the
       three months ended March 31, 1999 and 1998, respectively.

3.     Management Fees

       Effective  December 17, 1998, the Company entered into an  Administrative
       Services Agreement with Security National Financial Corporation ("SNFC").
       Under the terms of the agreement,  SNFC has agreed to provide the Company
       with certain defined  administrative  and financial  services,  including
       accounting  services,   financial  reports  and  statements,   actuarial,
       policyholder  services,  underwriting,  data processing,  legal, building
       management,  marketing  advisory  services and  investment  services.  In
       consideration  for the services to be provided by SNFC, the Company shall
       pay SNFC and administrative services fee of $250,000 per month, provided,
       however,  that  such  fee  shall  be  reduced  to zero for so long as the
       capital and  surplus of the Company is less than or equal to  $6,000,000,
       unless the Company and SNFC otherwise agree in writing and such agreement
       is approved by the Florida Department of Insurance.






                                        7

<PAGE>



                    SOUTHERN SECURITY LIFE INSURANCE COMPANY

               Notes to Condensed Financial Statements (unaudited)

                      For Three Months Ended March 31, 1999

 4.    Subsequent Event

       The Company received $719,000 on April 23, 1999 as partial  settlement to
       a  lawsuit  filed by  Southern  Security  against  AEGON USA and PFL Life
       Insurance Company.



                                        8

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation.

Overview.

         This analysis of the results of operations  and financial  condition of
Southern  Security  Life  should  be  read in  conjunction  with  the  Condensed
Financial Statements and Notes to the Condensed Financial Statements included in
this report.

         In  recent  years,  the  Company  has  primarily  issued  two  types of
insurance  products,  universal life and final expense products.  Universal life
provides insurance coverage with flexible premiums,  within limits,  which allow
policyholders  to  accumulate  cash  values.  The  accumulated  cash  values are
credited with  tax-deferred  interest,  as adjusted by the Company on a periodic
basis.  Deducted  from the cash  accumulations  are  administrative  charges and
mortality  costs.  Should a policy  surrender  in its early  years,  the Company
assesses a surrender fee against the cash value  accumulations based on a graded
formula.  Final  expense  products  are  traditional  endowment  type  insurance
policies  written for the senior  market.  Because  they are written to a senior
market they are designed to accommodate  adverse health  conditions.  Because of
the size of the policies they are usually issued with only limited underwriting.
The  coverage  size  of the  policy  is  roughly  equivalent  to  the  insured's
anticipated funeral costs.

         Pursuant to the accounting methods prescribed by Statement of Financial
Accounting  Standards No. 97 (SFAS 97), premiums received from  policyholders on
universal  life  products  are  credited to  policyholder  account  balances and
treated as a liability rather than income. Revenues on such products result from
the  mortality  and  administrative  fees  charged to  policyholder  balances in
addition to  surrender  charges  assessed at the time of  surrender as explained
above.  Such costs of insurance,  expense  charges,  and  surrender  charges are
recog-nized  as revenue is earned.  In addition,  the Company has adopted policy
designs with the  characteristic  of having higher  expense  charges  during the
first  policy  year than in  renewal  years.  Under SFAS 97, the excess of these
charges are reported as unearned revenue. The unearned revenue is then amortized
into income over the life of the policy using the same  assumptions  and factors
used  to  amortize   capitalized   acquisition   costs.   Interest  credited  to
policyholder balances is shown as a part of benefit expenses.  Premiums received
from final expense products are treated as revenue when received.

         In accordance with generally accepted  accounting  principles,  certain
costs  directly  associated  with the  issuance of new policies are deferred and
amortized  over the lives of the  policies.  These costs are defined as deferred
policy acquisition costs and are shown in the asset section of the balance sheet
of the Company.  Capitalized  acquisition  costs for universal  life and annuity
policies are amortized over the life of the business at a constant  rate,  based
on the present value of the estimated gross profits expected to be realized over
the life of the  business.  SFAS 97 requires  that  estimates of expected  gross
profits used as a basis for  amortization  be evaluated on a regular basis,  and
the total amortization to date be adjusted as


                                        9

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation.

Overview continued.

a charge or credit to earnings if actual  experience or other evidence  suggests
that earlier estimates be revised.  Thus,  variations in the amortization of the
deferred  policy  acquisition  costs,  from one period to the next, are a normal
aspect of universal life insurance business and are generally  attributed to the
recognition of current and emerging experience in accordance with the principles
of SFAS 97.

         Annuity  products,  of which the Company  currently has a minor amount,
are  recorded in similar  fashion to  universal  life  products.  Considerations
received by the Company are credited to the annuity  account  balances which are
shown as a  liability  in the  balance  sheet.  Interest  is  credited  to these
accounts  as well and shown as an  expense  of the  Company.  Income is  derived
primarily from surrender charges on this type of product.

         An additional  source of income to the Company is  investment  revenue.
The Company invests those funds deposited by policyholders of universal life and
annuity  products in debt and equity  securities  in order to earn  interest and
dividend  income,  a portion  of which is  credited  back to the  policyholders.
Interest rates and maturities of the Company's  investment portfolio play a part
in determining the interest rates credited to policyholders.

         Product profitability is affected by several different factors, such as
mortality  experience ( actual versus  expected),  interest rate spreads (excess
interest earned over interest credited to policyholders)  and controlling policy
acquisition costs and other costs of operation. The results of any one reporting
period  may be  significantly  affected  by the  level of death  claims or other
policyholder benefits incurred due to the Company's relatively small size.






                                       10

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation.

Overview, continued

         The following table sets forth certain percentages reflecting financial
data  and  results  of  operations  (a) for  1999,  1998 and  1997  premium  and
investment revenues and (b) for period to period increases and (decreases).

<TABLE>
<CAPTION>
                                            Relationships to Total Revenues                       Period to Period
                                                 Period Ended March 31,                        (Increase or Decrease)
                                           1999          1998         1997                     99-98            98-97
                                           ----          ----         ----                     -----            -----
<S>                                       <C>           <C>          <C>                    <C>              <C>  
   Insurance Revenues                        66%          58%            74%                    (2%)             (16%)
   Net Investment Income                     34           31             30                     (3%)               8%
   Realized Investment Gains                 -            11             (4)                  (100%)             391%

     Total Revenues                         100%         100%           100%                   (12%)               6%

   Losses, claims and loss
    adjustment expenses                      47%          40%            38%                     4%               11%
   Acquisition costs                         31           31             33                    (10%)               0%
   Other operating costs and
     expenses                                25           26             32                    (20%)             (13%)

     Total expenses                         103%          97%           103%                    (7%)               0%)

   Income (loss) before income taxes         (3%)          3%           (4%)                  (205%)             171%
   Provision for income taxes                 -%           -%            1%                   (126%)             195%

   Net income (loss)                         (3%)          3%           (3%)                  (253%)             162%

</TABLE>

Results of Operations.

First Quarter 1999 Compared to First Quarter 1998

       Total revenues decreased by $374,000, or 12%, to $2,656,000 for the three
months ended March 31, 1999,  from  $3,029,000  for the three months ended March
31, 1998.  Contributing to this decrease was a $13,000 decrease in net insurance
revenues,  a $332,000  decrease in realized gains on investments,  and a $30,000
decrease in net investment income.









                                       11

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation.

Results of Operations continued

         The Company's decision to reduce its mutual fund holdings in early 1998
resulted in $332,000 in realized gains on investments for the three months ended
March 31,  1998 as compared to no  realized  gains on  investments  for the same
period of 1999.

         Annuity,  death,  surrender,  and other benefits and increase in future
policy benefits increased by $45,000,  or 4%, to $1,260,000 for the three months
ended March 31, 1999 from  $1,215,000  for the  comparable  period in 1998.  The
increase  was due  primarily to increased  ordinary  benefits and future  policy
reserves for new in-force policies.

         The  amortization  of deferred policy  acquisitions  costs decreased by
$99,000 or 10% to  $829,000  for the three  months  ended March 31,  1999,  from
$927,000  for the  comparable  period  in 1998.  The  decrease  in  amortization
expenses was primarily due to a significant  improvement in persistency in death
claims  as  well  as  the  interest  spread  between  the  amounts  credited  to
policyholders  and  the  amounts  the  Company  has  earned  on  its  investment
portfolio.

         Operating expenses  decreased by $159,000,  or 20%, to $627,000 for the
three months ended March 31, 1999 from $786,000 for the same period of 1998.

         Effective December 17, 1998, the Company entered into an Administrative
Services Agreement with Security National Financial Corporation ("SNFC").  Under
the terms of the agreement,  SNFC has agreed to provide the Company with certain
defined  administrative and financial services,  including  accounting services,
financial   reports   and   statements,    actuarial,   policyholder   services,
underwriting,  data processing,  legal, building management,  marketing advisory
services  and  investment  services.  In  consideration  for the  services to be
provided by SNFC, the Company shall pay SNFC an  administrative  services fee of
$250,000 per month,  provided,  however,  that such fee shall be reduced to zero
for so long as the  capital  and surplus of the Company is less than or equal to
$6,000,000,  unless the  Company  and SNFC  otherwise  agree in writing and such
agreement is approved by the Florida Department of Insurance.

         The administrative services fee may be increased,  beginning on January
1, 2001, to reflect increases in the Consumer Price Index, over the index amount
as of January 1, 2000. The  Administrative  Services  Agreement  shall remain in
effect for an initial  term  expiring  on  December  16,  2003.  The term of the
agreement may be  automatically  extended for  additional  one-year terms unless
either the Company or SNFC shall deliver a written notice on or before




                                       12

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation.

Results of Operations continued

September  30 of any year stating to the other its desire not to extend the term
of the agreement.  However, in no event can the agreement be terminated prior to
December 16,  2003.  It is  anticipated  that the Company will realize a reduced
level of  general  and  administrative  costs in the  future  as a result of the
Administrative Services Agreement.

         The net loss before  income  taxes for the three months ended March 31,
1999 was $82,000 as  compared  to a net gain of $78,000 for 1998.  This loss was
attributed  to a net  reduction in revenues of $373,000 but this  reduction  was
partially  offset by a net decrease in benefits,  losses,  expenses and taxes of
$213,000.


Liquidity and Capital Resources

         Statement  of  Financial  Accounting  Standards  No. 115 ("SFAS  115"),
"Accounting  for Certain  Investments  in Debt and Equity  Securities"  requires
investments  in all debt  securities  and those equity  securities  with readily
determinable   market  values  be  classified  into  one  of  three  categories:
held-to-maturity,  trading or available-for-sale.  Classification of investments
is based upon management's current intent. Debt securities, which management has
a  positive  intent  and  ability  to hold until  maturity,  are  classified  as
securities  held-to-maturity  and are  carried  at  amortized  cost.  Unrealized
holding  gains and losses on securities  held-to-  maturity are not reflected in
the  financial  statements.  Debt and equity  securities  that are purchased for
short-term resale are classified as trading  securities.  Trading securities are
carried at market value,  with  unrealized  holding gains and losses included in
earnings.  All other debt and equity  securities  not  included in the above two
categories   are   classified  as  securities   available-for-sale.   Securities
available-for-sale  are carried at market value,  with unrealized  holding gains
and losses reported as a separate component of other  comprehensive  income, net
of tax and a valuation allowance against deferred acquisition costs.

         The Company's insurance operations have historically  provided adequate
positive cash flow enabling the Company to continue to meet operational needs as
well as increase its investment-grade securities to provide ample protection for
policyholders.  Management believes that cash flow levels in future periods will
be such that the Company will be able to continue  its prior growth  patterns in
writing life insurance policies and meet normal operating expenses.

         The  National  Association  of  Insurance  Commissioners,  in  order to
enhance the  regulation  of insurer  solvency,  issued a model law to  implement
risk-based  capital (RBC) requirements for life insurance  companies,  which are
designed to assess capital adequacy.  Pursuant to the model law, insurers having
less statutory surplus than required by the RBC


                                       13

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

Liquidity and Capital Resources continued

calculation  will be subject to varying degrees of regulatory  action.  At March
30, 1999, and December 31, 1998 the Company had statutory surplus well in excess
of any RBC action level requirements.

         The  Company  has no  material  commitments  for  capital  expenditures
throughout the balance of the year 1999 as all rentable space on the first floor
of its office building is fully leased.


Year 2000

         The  Company  is  currently  completing  its  efforts  to  resolve  the
potential  impact  of the year  2000 on the  processing  of  information  by the
Company's  insurance  systems.  The year 2000  problem is the result of computer
programs  being  written  using two  digits  (rather  than  four) to define  the
applicable year. Any of the Company's systems that have time-sensitive  software
may  recognize a date using "00" as the year 1900  rather than year 2000,  which
could  result  in   miscalculations   or  system   failures.   The  Company  has
substantially completed the necessary system upgrades and compliance testing and
expects the system to be entirely complete by September 30, 1999.

         The Company's most  significant  operational  system is currently being
replaced through conversion  pursuant to an Administrative  Services  Agreement.
Under  the  Administrative  Services  Agreement  entered  into  by  the  Company
effective  December 17, 1998,  Security  National  made  available a new LifePro
Administration  system.  LifePro is a subsidiary of IBM. Since May of 1998, SNFC
has invested in excess of $1.0 million to implement a system  conversion for the
Company.  For further discussion on the Administrative  Services Agreement,  see
the "Results of Operations" section discussion on operating expenses.

         The anticipated future costs of addressing potential Year 2000 problems
are not currently  expected to have a material  adverse  impact on the Company's
financial  position,  results of  operations  or cash  flows in future  periods.
However,  if the  Company,  its  customers or vendors are unable to resolve such
processing  issues in a timely manner,  it could result in a material  financial
risk.  Management believes that manual policy and claims administration could be
performed  in the  unlikely  event  that  one or  more  of its  systems  did not
function.  The  Company  plans to devote  the  necessary  resources  to test and
remediate all remaining Year 2000 issues in a timely manner.




                                       14

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation


Year 2000 continued

         The cost  that has  been  incurred  and  paid in  achieving  Year  2000
compliance is  approximately  $1.0 million as discussed  above.  As of March 31,
1999,  management does not anticipate any other significant costs to be incurred
associated with its year 2000 initiatives.


Item 3. Quantitative and Qualitative Disclosure of Market Risk

         There have been no  significant  changes  since the annual  report Form
10-K filed for the year ended December 31, 1998.



                                       15

<PAGE>



                            Part II Other Information

Item 1.       Legal Proceedings

              None

Item 2.       Changes in Securities

              None

Item 3.       Defaults Upon Senior Securities

              None

Item 4.       Submission of Matters to a Vote of Security Holders

              None

Item 5.       Other Information

              None

Item 6.       Exhibits and Reports on Form 8-K


3.   Exhibits
     (a)

         Exhibit No.                    Document

                   3.      Articles of Incorporation,  as amended,  and By-Laws,
                           as amended  (without  exhibits) dated September 1994,
                           incorporated by reference herein from Exhibit 3(1) of
                           the Annual  Report of the Company  filed on Form 10-K
                           for the fiscal year ended December 31, 1994

                  10.A     Executive  Compensation Agreement between the Company
                           and George Pihakis (without exhibits) incorporated by
                           reference  herein  from  Exhibit  10(B) of the Annual
                           Report  of the  Company  filed  on Form  10-K for the
                           fiscal year ended December 31, 1984

                  10.B     Revolving Financing Agreement between the Company and
                           the Student Loan Marketing  Association,  dated as of
                           September 19, 1996


                                       16

<PAGE>



3.       Exhibits

         Exhibit No.                    Document


                  10.C     Reinsurance  Agreement between the Company and United
                           Group  Insurance  Company,  dated as of December  31,
                           1992  incorporated  by reference  herein from Exhibit
                           10(B) of the Annual  Report of the  Company  filed on
                           Form 10-K for the fiscal year ended December 31, 1992

                  10.D     Agency  Agreement  between the Company and Insuradyne
                           Corporation  incorporated  by  reference  herein from
                           Exhibit 10C of the Annual Report of the Company filed
                           on Form 10-K for the fiscal year ended  December  31,
                           1993

                  10.E     Administrative Services Agreement between the Company
                           and Security National Financial Corporation effective
                           December 17, 1998,  incorporated by reference  herein
                           from exhibit 10.E of the Annual Report of the Company
                           filed  on  Form  10-K  for  the  fiscal  year  ending
                           December 31, 1998.

27.      Financial Data Schedule

(b)      Reports on Form 8-K

         On February 26, 1999 the Company filed a report on Form 8-K regarding a
         change in its certifying accountant.



                                       17

<PAGE>









                                   SIGNATURES




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






                       SOUTHERN SECURITY LIFE INSURANCE COMPANY
                                   Registrant


Dated: May 20, 1999    BY:    George R. Quist
                              President and Chief Executive Officer (Principal
                              Executive Officer)

Dated: May 20, 1999    BY:    Scott M. Quist
                              First Vice President, General Counsel and
                              Treasurer (Principal Financial and Accounting
                              Officer)









                                       18

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 7
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                    YEAR
<FISCAL-YEAR-END>                          DEC-31-1999             DEC-31-1998 
<PERIOD-END>                               MAR-31-1998             DEC-31-1998 
<DEBT-HELD-FOR-SALE>                        27,939,967              28,479,161 
<DEBT-CARRYING-VALUE>                        4,932,956               4,956,910 
<DEBT-MARKET-VALUE>                          5,017,910               5,064,541 
<EQUITIES>                                     255,784                 250,232 
<MORTGAGE>                                           0                       0 
<REAL-ESTATE>                                        0                       0 
<TOTAL-INVEST>                              50,319,122              53,583,724 
<CASH>                                       2,615,198                 682,389 
<RECOVER-REINSURE>                             302,426                 306,258 
<DEFERRED-ACQUISITION>                      13,473,338              13,583,956 
<TOTAL-ASSETS>                              80,020,970              81,205,193 
<POLICY-LOSSES>                              1,806,867               1,727,300 
<UNEARNED-PREMIUMS>                          5,752,121               6,023,399 
<POLICY-OTHER>                                 623,775                 540,789 
<POLICY-HOLDER-FUNDS>                           66,001                  64,738 
<NOTES-PAYABLE>                              1,000,000               1,000,000 
                                0                       0 
                                          0                       0 
<COMMON>                                     1,907,989               1,907,989 
<OTHER-SE>                                   4,011,519               4,011,519 
<TOTAL-LIABILITY-AND-EQUITY>                80,020,970              81,205,193 
                                   1,751,040               7,228,227 
<INVESTMENT-INCOME>                            904,557               3,587,147 
<INVESTMENT-GAINS>                                   0                 525,181 
<OTHER-INCOME>                                       0                       0 
<BENEFITS>                                   1,259,894               4,346,820 
<UNDERWRITING-AMORTIZATION>                    828,668               3,484,689 
<UNDERWRITING-OTHER>                           627,086               4,044,686 
<INCOME-PRETAX>                                (82,551)               (625,640)
<INCOME-TAX>                                    (7,648)               (241,907)
<INCOME-CONTINUING>                            (74,903)               (383,733)
<DISCONTINUED>                                       0                       0 
<EXTRAORDINARY>                                      0                       0 
<CHANGES>                                            0                       0 
<NET-INCOME>                                   (74,903)               (383,733)
<EPS-PRIMARY>                                     (.04)                   (.20)
<EPS-DILUTED>                                     (.04)                   (.20)
<RESERVE-OPEN>                                       0                       0 
<PROVISION-CURRENT>                                  0                       0 
<PROVISION-PRIOR>                                    0                       0 
<PAYMENTS-CURRENT>                                   0                       0 
<PAYMENTS-PRIOR>                                     0                       0 
<RESERVE-CLOSE>                                      0                       0 
<CUMULATIVE-DEFICIENCY>                              0                       0 
                                                                               

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