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

 
 

Page

   

PART I - FINANCIAL INFORMATION

 
   

Item 1. Financial Statements

 
   

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

   

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