UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
|
[ X] |
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 2003 |
|
OR |
|
|
[ ] |
Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from |
Commission File Number: 001-05270
AMERICAN INDEPENDENCE CORP.
(Exact name of registrant as specified in its charter)
|
Delaware |
11-1817252 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
485 Madison Avenue, New York, NY 10022 |
10022 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (212) 355-4141
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such 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 [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.) Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
|
Class |
Outstanding at August 12, 2003 |
|
Common stock, $0.01 par value |
8,417,195 |
|
|
|
|
American Independence Corp. and Subsidiaries Index |
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|
Page |
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PART I - FINANCIAL INFORMATION |
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Item 1. Financial Statements |
|
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Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002 (unaudited) |
3 |
|
Consolidated Statements of Operations for the three and six months ended June 30, 2003 and 2002 (unaudited) |
4 |
|
Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002 (unaudited) |
5 |
|
Notes to Consolidated Financial Statements |
6 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
13 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
17 |
|
Item 4. Controls and Procedures |
18 |
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PART II - OTHER INFORMATION |
|
Item 1. Legal Proceedings |
18 |
Item 2. Changes in Securities and Use of Proceeds |
18 |
Item 3. Defaults Upon Senior Securities |
18 |
Item 4 Submission of Matters to a Vote of Security Holders |
18 |
Item 5. Other Information. |
19 |
Item 6. Exhibits and Reports on Form 8-K |
19 |
Signatures |
20 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
American Independence Corp. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
|
JUNE 30, |
DECEMBER 31, |
||||||||||
|
2003 |
2002 |
||||||||||
|
ASSETS: |
|||||||||||
|
Investments: |
|||||||||||
|
Short-term investments, at fair value |
$ |
3,815 |
$ |
- |
|||||||
|
Securities purchased under agreements to resell |
- |
13,874 |
|||||||||
|
Fixed maturities, at fair value |
28,526 |
12,153 |
|||||||||
|
Equity securities, at fair value |
1,492 |
983 |
|||||||||
|
Other investments |
- |
10,000 |
|||||||||
|
Total investments |
33,833 |
37,010 |
|||||||||
|
Cash and cash equivalents |
6,323 |
7,581 |
|||||||||
|
Restricted cash |
16,782 |
9,860 |
|||||||||
|
Accounts and notes receivable net of |
|||||||||||
|
allowance for doubtful accounts of |
|||||||||||
|
$1,037 and $1,000 |
136 |
889 |
|||||||||
|
Accrued investment income |
397 |
155 |
|||||||||
|
Premiums receivable |
668 |
- |
|||||||||
|
Fixed assets |
672 |
550 |
|||||||||
|
Deferred tax |
12,427 |
6,628 |
|||||||||
|
Reinsurance receivable |
3,605 |
3,677 |
|||||||||
|
Goodwill |
23,668 |
12,295 |
|||||||||
|
Intangible assets |
3,668 |
1,788 |
|||||||||
|
Accrued fee income |
1,914 |
522 |
|||||||||
|
Other assets |
2,570 |
2,534 |
|||||||||
|
Total assets |
$ |
106,663 |
$ |
83,489 |
|||||||
|
LIABILITIES AND STOCKHOLDERS' |
|||||||||||
|
EQUITY: |
|||||||||||
|
Future insurance policy benefits |
$ |
12,971 |
$ |
7,054 |
|||||||
|
Claim funds |
15,982 |
9,060 |
|||||||||
|
Amounts due to brokers |
7,247 |
- |
|||||||||
|
Accounts payable, accruals and other liabilities |
1,593 |
3,433 |
|||||||||
|
Income taxes |
94 |
520 |
|||||||||
|
Restructuring reserve |
1,219 |
1,717 |
|||||||||
|
Net liabilities associated with discontinued operations |
1,738 |
4,438 |
|||||||||
|
Total liabilities |
40,844 |
26,222 |
|||||||||
|
Minority interest |
4,026 |
- |
|||||||||
|
Preferred stock, $0.10 par value, 1,000 shares |
|||||||||||
|
authorized; no shares issued and outstanding |
- |
- |
|||||||||
|
Common stock, $0.01 par value, 15,000,000 shares |
|||||||||||
|
authorized; 9,180,695 and 9,174,583 shares issued; |
|||||||||||
|
8,417,195 and 8,411,083 shares outstanding |
92 |
92 |
|||||||||
|
Additional paid-in-capital |
478,536 |
478,368 |
|||||||||
|
Accumulated other comprehensive income |
237 |
16 |
|||||||||
|
Deferred stock compensation |
- |
(17) |
|||||||||
|
Treasury stock, at cost, 763,500 shares |
(9,137) |
(9,137) |
|||||||||
|
Accumulated deficit |
(407,935) |
(412,055) |
|||||||||
|
Total stockholders' equity |
61,793 |
57,267 |
|||||||||
|
Total liabilities and stockholders' equity |
$ |
106,663 |
$ |
83,489 |
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
American Independence Corp. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
|
Three Months Ended |
Six Months Ended |
|||||||||
|
2003 |
2002 |
2003 |
2002 |
|||||||
|
REVENUES: |
||||||||||
|
Premiums earned |
$ |
8,422 |
$ |
- |
$ |
14,972 |
$ |
- |
||
|
Net investment income |
521 |
394 |
1,035 |
810 |
||||||
|
Net realized gains (losses) |
170 |
- |
349 |
- |
||||||
|
MGU fee income |
3,512 |
- |
6,866 |
- |
||||||
|
Other income |
11 |
- |
20 |
- |
||||||
|
12,636 |
394 |
23,242 |
810 |
|||||||
|
EXPENSES: |
||||||||||
|
Selling, general and administrative, exclusive of non-cash |
||||||||||
|
compensation expense |
4,495 |
1,283 |
8,405 |
3,348 |
||||||
|
Insurance benefits, claims and reserves |
5,204 |
- |
9,199 |
- |
||||||
|
Loss on equity investment |
- |
- |
- |
701 |
||||||
|
Amortization and depreciation |
507 |
34 |
1,007 |
95 |
||||||
|
Non-cash compensation expense related |
||||||||||
|
to stock options |
30 |
400 |
76 |
795 |
||||||
|
Restructuring expense |
30 |
- |
30 |
502 |
||||||
|
Minority interest |
171 |
- |
338 |
- |
||||||
|
10,437 |
1,717 |
19,055 |
5,441 |
|||||||
|
Income (loss) from continuing operations before income tax |
2,199 |
(1,323) |
4,187 |
(4,631) |
||||||
|
Provision for income taxes |
(95) |
- |
(181) |
- |
||||||
|
Income (loss) from continuing operations |
2,104 |
(1,323) |
4,006 |
(4,631) |
||||||
|
Discontinued Operations: |
||||||||||
|
Loss from discontinued operations |
- |
- |
- |
(901) |
||||||
|
Gain (loss) on disposition |
- |
(70) |
114 |
(2,470) |
||||||
|
Net income (loss) |
$ |
2,104 |
$ |
(1,393) |
$ |
4,120 |
$ |
(8,002) |
||
|
Basic income (loss) per common share: |
||||||||||
|
Income (loss) from continuing operations |
$ |
.25 |
$ |
(.16) |
$ |
.48 |
$ |
(.55) |
||
|
Loss from discontinued operations |
- |
- |
- |
(.11) |
||||||
|
Income (loss) on disposition of discontinued operations |
- |
(.01) |
.01 |
(.29) |
||||||
|
Net income (loss) applicable to common shares |
$ |
.25 |
$ |
(.17) |
$ |
.49 |
$ |
(.95) |
||
|
Shares used to compute basic income (loss) per share |
8,415 |
8,394 |
8,405 |
8,394 |
||||||
|
Diluted income (loss) per common share: |
||||||||||
|
Income (loss) from continuing operations |
$ |
.25 |
$ |
(.16) |
$ |
.48 |
$ |
(.55) |
||
|
Loss from discontinued operations |
- |
- |
- |
(.11) |
||||||
|
Income (loss) on disposition of discontinued operations |
- |
(.01) |
.01 |
(.29) |
||||||
|
Net income (loss) applicable to common shares |
$ |
.25 |
$ |
(.17) |
$ |
.49 |
$ |
(.95) |
||
|
Shares issued to compute diluted income (loss) per share |
8,481 |
8,394 |
8,458 |
8,394 |
||||||
The accompanying notes are an integral part of these consolidated financial statements.
American Independence Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
Six Months Ended June 30, |
||||||||||||||
|
2003 |
2002 |
|||||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||||
|
Net Income (loss) |
$ |
4,120 |
$ |
(8,002) |
||||||||||
|
Adjustments to net loss: |
||||||||||||||
|
Realized gains on sales of investment securities |
(349) |
- |
||||||||||||
|
Loss from discontinued operations |
- |
901 |
||||||||||||
|
(Gain) loss on disposal of discontinued operations |
(114) |
2,470 |
||||||||||||
|
Provision for restructuring |
30 |
502 |
||||||||||||
|
Loss on equity investment |
- |
701 |
||||||||||||
|
Loss on write-down of impaired assets |
- |
352 |
||||||||||||
|
Amortization and depreciation |
1,007 |
95 |
||||||||||||
|
Non-cash stock compensation expense |
76 |
795 |
||||||||||||
|
Other |
56 |
39 |
||||||||||||
|
Change in other assets and liabilities: |
||||||||||||||
|
Change in policy liabilities |
5,917 |
- |
||||||||||||
|
Change in net amounts due from and to reinsurers |
72 |
- |
||||||||||||
|
Change in accrued fee income |
(1,914) |
- |
||||||||||||
|
Change in premiums receivable |
(668) |
- |
||||||||||||
|
Change in income tax liability |
(426) |
- |
||||||||||||
|
Change in other assets and other liabilities |
(1,355) |
958 |
||||||||||||
|
Net cash provided (used) by operating activities of continuing operations |
6,452 |
(1,189) |
||||||||||||
|
Net cash used by operating activities of discontinued operations |
(2,586) |
(1,543) |
||||||||||||
|
3,866 |
(2,732) |
|||||||||||||
|
CASH FLOWS FROM INVESTMENT ACTIVITIES: |
||||||||||||||
|
Purchases of short-term investments |
(3,918) |
(19,000) |
||||||||||||
|
Sales and maturities of short-term investments |
96 |
24,500 |
||||||||||||
|
Change in resale and repurchase agreements |
13,874 |
- |
||||||||||||
|
Change in amounts due to and from brokers |
7,247 |
- |
||||||||||||
|
Sales and maturities of fixed maturities |
77,499 |
- |
||||||||||||
|
Purchases of fixed maturities |
(93,481) |
- |
||||||||||||
|
Purchases of equity securities |
(1,120) |
- |
||||||||||||
|
Sales of equity securities |
672 |
- |
||||||||||||
|
Redemption of investment in partnerships |
10,000 |
- |
||||||||||||
|
Acquisition of Marlton, net |
(16,102) |
- |
||||||||||||
|
Other |
- |
5 |
||||||||||||
|
Net cash (used) provided by investing activities of continuing operations |
(5,233) |
5,505 |
||||||||||||
|
Net cash provided by investing activities of discontinued operations |
- |
2 |
||||||||||||
|
(5,233) |
5,507 |
|||||||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||||
|
Proceeds from exercise of stock options |
109 |
- |
||||||||||||
|
Net cash provided by financing activities of continuing operations |
109 |
- |
||||||||||||
|
Net cash used in financing activities of discontinued operations |
- |
- |
||||||||||||
|
109 |
- |
|||||||||||||
|
(Decrease) increase in cash and cash equivalents |
(1,258) |
2,775 |
||||||||||||
|
Cash and cash equivalents, beginning of period |
7,581 |
25,411 |
||||||||||||
|
Cash and cash equivalents, end of period |
$ |
6,323 |
$ |
28,186 |
||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
American Independence Corp. and Subsidiaries
Notes to Consolidated Financial Statements
1. Significant Accounting Policies and Practices
(A) Business and Organization
American Independence Corp. ("AMIC") is a holding company engaged in the insurance and reinsurance business through its wholly-owned insurance company, Independence American Insurance Company ("Independence American"), formerly First Standard Security Insurance Company, and its managing general underwriter subsidiaries: IndependenceCare Holdings L.L.C. and its subsidiaries (collectively referred to as "IndependenceCare"); Risk Assessment Strategies, Inc. ("RAS") and Voorhees Risk Management LLC d.b.a. Marlton Risk Group ("Marlton"). IndependenceCare, RAS and Marlton are collectively referred to as the "MGU Subsidiaries".
On April 22, 2003, a wholly-owned subsidiary of Independence Holding Company completed its tender for one million shares of the common stock of the Company. As a result of the tender, the subsidiary owns approximately 32% of the Company.
(B) Principles of Consolidation and Preparation of Financial Statements.
The financial information included herein is unaudited, however, such information reflects all adjustments (consisting solely of normal recurring adjustments, except as otherwise noted) which are, in the opinion of management, necessary for a fair presentation of the consolidated balance sheets as of June 30, 2003 and December 31, 2002, and the consolidated statements of operations and cash flows for the interim periods ended June 30, 2003 and 2002. Additionally, certain reclassifications have been made to prior period financial statements in order to conform to the current period presentation.
The Company has changed its fiscal year end from September 30 to December 31. As a result, the Company filed a Form 10-QT for the quarter ended December 31, 2002 representing the transitional reporting period. This report on Form 10-Q for the six months ended June 30, 2003 represents the second fiscal quarter of the new fiscal year ending December 31, 2003. Accordingly, the information for the six months ended June 30, 2002 (as restated for discontinued operations and designated at the time of the original SEC reporting as the third fiscal quarter) is included herein for comparative purposes. The Company's tax year remains unchanged at September 30.
American Independence Corp.'s annual report on Form 10-K for the fiscal year ended September 30, 2002, as amended and filed with the Securities and Exchange Commission, should be read in conjunction with the accompanying consolidated financial statements.
(C) Stock-Based Compensation and Change in Accounting Principle
In November 2002, the Company adopted certain provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation"("SFAS 123"). SFAS 123 established a fair-value-based method of accounting for stock-based compensation plans. Pursuant to the transition provisions of SFAS 123, the Company will apply the fair value method of accounting to all option grants issued on or after October 1, 2002. The fair value method will not be applied to stock option awards granted prior to October 1, 2002. Such awards will continue to be accounted for under the intrinsic value method pursuant to APB 25, except to the extent those prior years' awards are modified subsequent to October 1, 2002. The Company recorded an expense of approximately $58,000 for the six months ended June 30, 2003 related to the issuance of approximately 53,000 options issued under the fair value based method. The remaining $18,000 of non-cash compensation expense relates to options issued unde r the intrinsic value method pursuant to APB 25.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure". As permitted by SFAS No. 148, the Company has elected to prospectively account for all stock option grants issued on or after October 1, 2002, under the fair value based method. As part of the election to prospectively account for all stock option grants under the fair value based method, the Company is permitted to continue accounting for all stock option grants issued before October 1, 2002, under the intrinsic value method. Under the fair value based method, stock compensation costs for stock option grants is measured at the grant date based on the value of the award, and such cost is recognized as an expense over vesting period of the stock option grant. Under the intrinsic value method, compensation expense is recognized for stock options issued with an exercise price less than the stock's fair value on the date of grant and such expense is recognized over the vest ing period.
Had the Company applied the fair value based method of accounting for stock-based compensation awards issued prior to October 1, 2002, net income and net income per share for the three months and the six months ended June 30, 2003, and 2002 would have been as follows:
|
Three Months Ended |
Six Months Ended |
|||||||||||||
|
June 30, |
June 30, |
|||||||||||||
|
2003 |
2002 |
2003 |
2002 |
|||||||||||
|
Net income (loss) as reported |
$ |
2,104 |
$ |
(1,393) |
$ |
4,120 |
$ |
(8,002) |
||||||
|
Add stock-based compensation expense included in reported income |
30 |
400 |
76 |
812 |
||||||||||
|
Deduct stock-based compensation expense determined under the fair value based method for all awards |
(96) |
(150) |
(203) |
(462) |
||||||||||
|
Pro Forma net income (loss) |
$ |
2,038 |
(1,143) |
$ |
3,993 |
$ |
(7,652) |
|||||||
|
Basic income per common share: |
||||||||||||||
|
As reported |
$ |
.25 |
$ |
(.17) |
$ |
.49 |
$ |
(.95) |
||||||
|
Pro forma |
$ |
.24 |
$ |
(.14) |
$ |
.48 |
$ |
(.91) |
||||||
|
Diluted income per common share: |
||||||||||||||
|
As reported |
$ |
.25 |
$ |
(.17) |
$ |
.49 |
$ |
(.95) |
||||||
|
Pro forma |
$ |
.24 |
$ |
(.14) |
$ |
.47 |
$ |
(.91) |
||||||
2. Income Per Common Share
Included in the diluted earnings per share calculation for 2003 for the three months and six months ended June 30, 2003 are 66,000 and 53,000 shares from the assumed exercise of options using the treasury stock method. Net income does not change as a result of the assumed dilution of options. Options were not included in the 2002 diluted earnings per share calculation as the result would be anti-dilutive.
3. Discontinued Operations
Prior to becoming an insurance holding company as a result of the acquisition of Independence American Holdings Corp. ("IAHC") on November 14, 2002, the Company was a holding company principally engaged in providing Internet services through the following discontinued operations, Intelligent Communications, Inc. ("Intellicom"), Aerzone Corporation ("Aerzone"), ISP Channel, Inc. ("ISP Channel"), Kansas Communications, Inc. ("KCI"), and Micrographic Technology Corporation ("MTC"). The operating results of these discontinued operations have been segregated from continuing operations and are reported as a loss from discontinued operations on the consolidated statements of operations. Although it is difficult to predict the final results, the loss on disposition from discontinued operations includes management's estimates of costs to wind down the business and costs to settle its outstanding liabilities. The actual results could differ materially from these estimates. The estimated loss on disposition reserve of all discontinued operations is reflected in net liabilities associated with discontinued operations in the accompanying consolidated balance sheets.
Discontinued Operations of Intelligent Communications, Inc. ("Intellicom")
On March 29, 2002, the Company and its wholly-owned subsidiary, Intellicom, entered into an agreement to sell its operating business and certain assets to Loral Cyberstar, Inc. Following the sale of its operating business and certain assets to Loral Cyberstar, Inc., the Company's Board of Directors unanimously agreed to cease the operations of Intellicom on April 3, 2002. Due principally to the Company's guaranty of Intellicom's lease for its facility in Livermore, California, the Company has a remaining reserve for discontinued operations of Intellicom of $1,142,000 for this liability at June 30, 2003.
Discontinued Operations of Aerzone Corporation ("Aerzone")
On January 24, 2000, the Company founded Aerzone (formerly SoftNet Zone, Inc.) to provide high-speed Internet access to global business travelers. As part of the Aerzone business, the Company acquired Laptop Lane, on April 21, 2000. On December 19, 2000, the Company decided to discontinue the Aerzone business in light of significant long-term capital needs and the difficulty of securing the necessary financing because of the current state of the financial markets. The Company has a remaining reserve for discontinued operations of Aerzone of $75,000 at June 30, 2003.
Discontinued Operations of ISP Channel, Inc. ("ISP Channel")
On December 7, 2000, the Company's Board of Directors approved a plan to discontinue providing cable-based Internet services through its ISP Channel subsidiary by December 31, 2000, because consolidation in the cable television industry made it difficult for ISP Channel to achieve the economies of scale necessary to provide such services profitably, and the Company was no longer able to bear the costs of maintaining the ISP Channel. The Company has a remaining reserve of $156,000 at June 30, 2003 relating to the discontinued operations of ISP Channel.
Discontinued Operations of Micrographic Technology Corporation ("MTC")
As a result of an arbitration decision related to the sale of MTC to Global Information Distribution GmbH ("GID"), the Company has a remaining reserve of $49,000 relating to the loss on disposition of MTC at June 30, 2003 (see Note 6). The loss relates to the arbitration award plus related expenses. MTC was previously owned by the Company, and was sold to GID on September 30, 1999.
Discontinued Operations of Kansas Communications, Inc ("KCI")
As a result of the February 12, 1999 sale of the assets of the telecommunications segment, KCI, to Convergent Communications Services, Inc. ("Convergent Communications"), the Company has a remaining reserve of $316,000 relating to the loss on disposition of KCI at June 30, 2003. The loss primarily relates to additional state taxes for periods prior to the sale of KCI to Convergent Communications.
Gain (loss) from discontinued operations is as follows (in thousands):
|
Three Months Ended |
Six Months Ended |
||||||||
|
June 30, |
June 30, |
||||||||
|
2003 |
2002 |
2003 |
2002 |
||||||
|
Intellicom |
$ |
- |
$ |
180 |
$ |
(363) |
$ |
(4,021) |
|
|
Aerzone |
120 |
(250) |
120 |
(250) |
|||||
|
ISP Channel |
146 |
- |
146 |
900 |
|||||
|
MTC |
50 |
- |
527 |
- |
|||||
|
KCI |
(316) |
- |
(316) |
- |
|||||
|
Net gain (loss) from |
|||||||||
|
discontinued operations |
$ |
- |
$ |
(70) |
$ |
114 |
$ |
(3,371) |
|
For the six months ended June 30, 2002, the only operating segment of the Company was Intellicom. Operating results for the discontinued operations of Intellicom are as follows (in thousands):
|
Revenues |
$ |
612 |
|
|
Loss before income tax |
$ |
(901) |
|
|
Provision for income taxes |
- |
||
|
Net loss |
$ |
(901) |
|
Net liabilities associated with discontinued operations at June 30, 2003 and December 31, 2002, are as follows (in thousands):
|
June 30, |
December 31, |
|||||||
|
2003 |
2002 |
|||||||
|
Current assets |
$ |
- |
$ |
2 |
||||
|
Other assets |
4 |
35 |
||||||
|
Total assets |
4 |
37 |
||||||
|
Current liabilities: |
||||||||
|
Estimated closure costs |
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