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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: SEPTEMBER 30, 2004

Commission File Number: 0-10306

 

INDEPENDENCE HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Delaware

 

58-1407235

(State of Incorporation)

(I.R.S. Employer Identification No.)

 

96 CUMMINGS POINT ROAD, STAMFORD, CONNECTICUT                                                                   06902

                     (Address of principal executive offices)                                                                                       (Zip Code)

Registrant's telephone number, including area code: (203)358-8000

NOT APPLICABLE

Former name, former address and former fiscal year, if changed since last report.

 

 

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 registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes __. No. X.

 

 

 

14,121,496 SHARES OF COMMON STOCK, $1.00 PAR VALUE

Common stock outstanding as of November 15, 2004

INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

INDEX

 

PART I - FINANCIAL INFORMATION

PAGE

   

No.

   
 

Item 1. Financial Statements

 
     
   

Consolidated Balance Sheets -

 
   

September 30, 2004 (unaudited) and December 31, 2003

3

   
   

Consolidated Statements of Operations -

 
     

Three Months and Nine Months Ended September 30, 2004

 
   

and 2003 (unaudited)

4

   
   

Consolidated Statements of Cash Flows -

 
     

Nine Months Ended September 30, 2004 and 2003 (unaudited)

5

   
 

Notes to Consolidated Financial Statements (unaudited)

6

   
 

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

15

   

and Results of Operations

 
   
 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

23

   
 

Item 4. Controls and Procedures

24

   

PART II - OTHER INFORMATION

 
   
 

Item 1. Legal Proceedings

25

     
 

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

25

     
 

Item 3. Defaults upon Senior Securities

25

     
 

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

25

     
 

Item 5. Other Information

25

   
 

Item 6. Exhibits

26

   
 

Signatures

27

       

INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

       

September 30,

     

December 31,

       

2004

     

2003

       

(Unaudited)

 

ASSETS:

               
 

Investments:

               
 

Short-term investments

   

$

8,058

   

$

8,640

 

Securities purchased under agreements to resell

     

71,109

     

26,549

 

Fixed maturities

     

568,720

     

490,311

 

Equity securities

     

18,385

     

21,403

 

Other investments

     

47,009

     

46,500

                 
 

Total investments

     

713,281

     

593,403

                 
 

Cash and cash equivalents

     

18,419

     

60,547

 

Due from brokers

     

11,108

     

17,542

 

Investment in American Independence Corp.

               
   

("AMIC")

     

30,031

     

27,345

 

Deferred acquisition costs

     

35,704

     

33,113

 

Due and unpaid premiums

     

6,486

     

6,210

 

Due from reinsurers

     

125,872

     

128,418

 

Notes and other receivables

     

10,324

     

13,882

 

Other assets

     

24,483

     

17,842

                 
 

TOTAL ASSETS

   

$

975,708

   

$

898,302

                 

LIABILITIES AND STOCKHOLDERS' EQUITY:

               

LIABILITIES:

               
 

Insurance policy benefits

   

$

331,067

   

$

334,468

 

Funds on deposit

     

317,041

     

281,837

 

Unearned premiums

     

17,903

     

16,491

 

Policy claims

     

8,435

     

7,634

 

Other policyholders' funds

     

8,970

     

6,539

 

Due to brokers

     

40,863

     

20,773

 

Due to reinsurers

     

10,081

     

5,889

 

Accounts payable, accruals and other liabilities

     

21,977

     

20,593

 

Debt

     

12,500

     

12,500

 

Junior subordinated debt securities

     

22,682

     

22,682

                 
 

TOTAL LIABILITIES

     

791,519

     

729,406

                 

STOCKHOLDERS' EQUITY:

               
 

Preferred stock (none issued)

     

-

     

-

 

Common stock, 14,182,496 and 13,904,258

               
 

shares issued and outstanding, net of 31,300

               
 

and 3,708,122 shares in treasury, respectively

     

14,182

     

13,904

 

Paid-in capital

     

77,294

     

75,579

 

Accumulated other comprehensive (loss) income

     

(2,233)

     

647

 

Retained earnings

     

94,946

     

78,766

                 
 

TOTAL STOCKHOLDERS' EQUITY

     

184,189

     

168,896

                   
 

TOTAL LIABILITIES AND

               
 

STOCKHOLDERS' EQUITY

   

$

975,708

   

$

898,302

See accompanying Notes to Consolidated Financial Statements.

INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

               
     

Three Months Ended

     

Nine Months Ended

     

September 30,

     

September 30,

     

2004

   

2003

     

2004

   

2003

           

(Unaudited)

     
                           

REVENUES:

                         
 

Premiums earned

 

$

43,799

 

$

37,996

   

$

129,575

 

$

109,008

 

Net investment income

   

11,514

   

8,715

     

32,780

   

26,953

 

Net realized and unrealized gains

                         
   

(losses)

   

941

   

(159)

     

2,261

   

518

 

Equity income from AMIC

   

665

   

770

     

1,811

   

1,707

 

Other income (expense)

   

1,753

   

273

     

2,790

   

(15)

                           
     

58,672

   

47,595

     

169,217

   

138,171

                           

EXPENSES:

                         
 

Insurance benefits, claims and

                         
   

reserves

   

32,526

   

26,061

     

94,334

   

74,736

 

Amortization of deferred acquisition

                         
   

costs

   

1,511

   

2,062

     

5,652

   

5,286

 

Selling, general and administrative

                         
 

expenses

   

15,636

   

12,388

     

42,134

   

36,117

 

Interest expense

   

526

   

259

     

1,588

   

608

                           
     

50,199

   

40,770

     

143,708

   

116,747

                           

Income before income tax

   

8,473

   

6,825

     

25,509

   

21,424

Income tax expense

   

2,927

   

2,332

     

8,913

   

7,536

                           

Net income

 

$

5,546

 

$

4,493

   

$

16,596

 

$

13,888

                           

Basic income per common share

 

$

.39

 

$

.32

   

$

1.18

 

$

.99

                           

WEIGHTED AVERAGE BASIC

                         
 

COMMON SHARES

   

14,186

   

13,910

     

14,036

   

13,981

                           

Diluted income per common share

 

$

.38

 

$

.32

   

$

1.16

 

$

.97

                           

WEIGHTED AVERAGE DILUTED

                         
 

COMMON SHARES

   

14,532

   

14,238

     

14,359

   

14,252

                           

 

 

 

 

 

See accompanying Notes to Consolidated Financial Statements.

INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

NINE MONTHS ENDED SEPTEMBER 30, 2004 2003

   

(Unaudited)

             

CASH FLOWS FROM OPERATING ACTIVITIES:

           

Net income

 

$

16,596

 

$

13,888

Adjustments to reconcile net income to net cash provided by

           
 

operating activities:

           
 

Amortization of deferred acquisition costs

   

5,652

   

5,286

 

Net realized and unrealized gains on investments

   

(2,261)

   

(518)

 

Depreciation and amortization

   

729

   

564

 

Deferred tax expense

   

2,536

   

1,859

 

Equity income from AMIC

   

(1,811)

   

(1,707)

 

Other

   

(621)

   

(354)

Changes in assets and liabilities:

           
 

Change in insurance liabilities

   

(2,727)

   

21,297

 

Additions to deferred acquisition costs

   

(7,581)

   

(5,654)

 

Change in net amounts due from and to reinsurers

   

6,738

   

(10,350)

 

Change in income tax liability

   

2,398

   

(1,879)

 

Change in due and unpaid premiums

   

(276)

   

1,357

 

Other

   

(1,787)

   

353

             
 

Net cash provided by operating activities

   

17,585

   

24,142

             

CASH FLOWS FROM INVESTING ACTIVITIES:

           

Change in net amount due from and to brokers

   

26,220

   

(3,208)

Net sales (purchases) of short-term investments

   

604

   

(633)

Net purchases of securities under resale agreements

   

(44,560)

   

(8,766)

Sales and maturities of fixed maturities

   

911,648

   

1,091,557

Purchases of fixed maturities

   

(993,928)

   

(1,102,059)

Sales of equity securities

   

17,377

   

13,711

Purchases of equity securities

   

(14,347)

   

(23,360)

Additional investment in AMIC

   

(1,464)

   

(7,439)

Sales of other investments

   

2,052

   

38,624

Additional investments in other investments, net of distributions

   

(1,795)

   

(19,763)

Cash paid in purchase of subsidiary, net

   

(1,540)

   

-

Cash received in purchase of policy block

   

25,785

   

-

Net change in notes receivable

   

5,318

   

45

Other

   

(2,007)

   

(698)

             
 

Net cash used by investing activities

   

(70,637)

   

(21,989)

             

CASH FLOWS FROM FINANCING ACTIVITIES

           

Proceeds on investment-type insurance contracts, net

   

13,389

   

5,413

Proceeds from debt and junior subordinated debt securities

   

-

   

22,500

Repayment of debt

   

-

   

(8,438)

Exercise of common stock options

   

2,046

   

2,122

Repurchase of common stock

   

(3,765)

   

(4,182)

Dividends paid

   

(746)

   

(387)

             
 

Net cash provided by financing activities

   

10,924

   

17,028

             

(Decrease) increase in cash and cash equivalents

   

(42,128)

   

19,181

 

Cash and cash equivalents, beginning of year

   

60,547

   

13,292

 

Cash and cash equivalents, end of period

 

$

18,419

 

$

32,473

See accompanying Notes to Consolidated Financial Statements.

 

 

INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Significant Accounting Policies and Practices

(A) Business and Organization

Independence Holding Company ("IHC") is a holding company principally engaged in the life and health insurance business through its wholly-owned subsidiaries, Standard Security Life Insurance Company of New York ("Standard Life") and Madison National Life Insurance Company, Inc. ("Madison Life") and their subsidiaries (collectively, the "Insurance Group") and a 40% equity interest in the common stock of American Independence Corp. ("AMIC"). IHC and its subsidiaries (including the Insurance Group) are collectively referred to as the "Company."

Geneve Corporation, a diversified financial holding company, and its affiliated entities (collectively, "Geneve") held approximately 58% of IHC's outstanding common stock at September 30, 2004.

(B) Basis of Presentation

The consolidated financial statements have been prepared in accordance with the requirements for quarterly reports on Form 10-Q. In the opinion of management, all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated results of operations for the interim periods have been included. The consolidated results of operations for the three and nine months ended September 30, 2004 are not necessarily indicative of the results to be anticipated for the entire year. The consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes included in IHC's Annual Report on Form 10-K for the year ended December 31, 2003. Certain amounts in the prior year's consolidated financial statements have been reclassified to conform to the 2004 presentation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect: (i) the reported amounts of assets and liabilities; (ii) the disclosure of contingent assets and liabilities at the date of the financial statements; and (iii) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

On June 8, 2004, IHC declared a special 80% stock dividend and $.045 per share cash dividend, payable to shareholders of record on June 18, 2004 with a distribution date of July 2, 2004. A total of 6,243,787 common shares (issued out of both treasury and authorized and unissued shares) were distributed and fractional shares were paid in cash in lieu of stock. The stock distribution has been accounted for as a stock split effected in the form of a dividend. Accordingly, the par value of the additional shares issued (approximately $6.2 million) was charged to retained earnings and a corresponding amount was credited to common stock, on a retroactive basis, with no change in total stockholders' equity. In addition, all share and per share data for all periods presented herein has been adjusted to reflect the additional shares.

INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Significant Accounting Policies and Practices (Continued)

(C) Stock-Based Compensation

The Company applies Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations in accounting for its stock option plan. Since stock options under the plan are issued with an exercise price equal to the stock's fair value on date of grant, no compensation cost has been recognized in the Consolidated Statements of Operations. The Company follows the disclosure provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation", as amended.

SFAS No. 123 establishes a fair value based method of accounting for stock-based compensation plans as an alternative to APB Opinion No. 25. Under SFAS No. 123, the compensation cost for options is measured at the grant date based on the value of the award, and such cost is recognized as an expense over the vesting period of the options. Compensation cost for stock appreciation rights ("SARs") is recognized over the service period of the award under both APB Opinion No. 25 and SFAS No. 123. Had the Company applied SFAS No. 123 in accounting for stock-based compensation awards, net income and net income per share for the three and nine months ended September 30, 2004 and 2003 would have been as follows:

   

Three Months Ended

Nine Months Ended

   

September 30,

September 30,

   

2004

   

2003

   

2004

   

2003

   

(in thousands, except per share data)

                     

Net income, as reported

$

5,546

 

$

4,493

$

16,596

 

$

13,888

Add SAR expense included in

                   
 

reported net income, net of tax

 

-

   

10

 

153

   

29

Deduct SAR and stock option

                   
 

expense under SFAS No. 123,

                   
 

net of tax

 

(152)

   

(183)

 

(637)

   

(420)

Pro forma net income

$

5,394

 

$

4,320

$

16,112

 

$

13,497

                     

Basic income per common share:

                   
 

As reported

$

.39

 

$

.32

$

1.18

 

$

.99

 

Pro forma

$

.38

 

$

.31

$

1.15

 

$

.97

                     

Diluted income per common share:

                   
 

As reported

$

.38

 

$

.32

$

1.16

 

$

.97

 

Pro forma

$

.37

 

$

.30

$

1.12

 

$

.95


INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 2. American Independence Corp.

AMIC is an insurance holding company engaged in the insurance and reinsurance business. AMIC does business with the Insurance Group, including reinsurance treaties under which Standard Life and Madison Life cede at least 15% of their medical stop-loss business to a subsidiary of AMIC.

On June 15, 2004, IHC purchased an additional 94,488 shares of AMIC for $1,464,000. This brought IHC's total ownership in AMIC to 3,374,555 shares. At September 30, 2004, the Company owned 40% of AMIC's outstanding common stock, and accounted for its investment under the equity method of accounting. The carrying value of the Company's investment in AMIC was $30,031,000 at September 30, 2004 (excluding related goodwill of $2,708,000 which is reported in other assets), and its equity income was $665,000 and $1,811,000, respectively, for the three and nine months ended September 30, 2004. At September 30, 2003, the Company owned 31.7% of AMIC's outstanding common stock. The Company's equity income was $770,000 and $1,707,000, respectively, for the three and nine months ended September 30, 2003.

The Company earned $80,000 and $32,000 for the three months ended September 30, 2004 and 2003, respectively, and $239,000 and $132,000 for the nine months ended September 30, 2004 and 2003, respectively, from its service agreement with AMIC dated November 15, 2002 and amended April 21, 2004.

Note 3. Income Per Common Share

Included in the diluted earnings per share calculations are 346,000 and 328,000 shares for the three months ended September 30, 2004 and 2003, respectively, and 323,000 and 271,000 shares for the nine months ended September 30, 2004 and 2003, respectively, 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.

INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 4. Investment Securities

The following table summarizes, for all securities in an unrealized loss position at September 30, 2004, the aggregate fair value and gross unrealized loss by length of time those securities have continuously been in an unrealized loss position:

Less than 12 Months

12 Months or Longer

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

Value

Losses

     

(In thousands)

                                 

Corporate securities

 

$

156,302

 

$

6,058

 

$

-

 

$