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 |
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No. |
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Item 1. Financial Statements |
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Consolidated Balance Sheets - |
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September 30, 2004 (unaudited) and December 31, 2003 |
3 |
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Consolidated Statements of Operations - |
||||||||
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Three Months and Nine Months Ended September 30, 2004 |
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and 2003 (unaudited) |
4 |
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Consolidated Statements of Cash Flows - |
||||||||
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Nine Months Ended September 30, 2004 and 2003 (unaudited) |
5 |
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Notes to Consolidated Financial Statements (unaudited) |
6 |
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Item 2. Management's Discussion and Analysis of Financial Condition |
15 |
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and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
23 |
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Item 4. Controls and Procedures |
24 |
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PART II - OTHER INFORMATION |
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Item 1. Legal Proceedings |
25 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
25 |
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Item 3. Defaults upon Senior Securities |
25 |
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Item 4. Submission of Matters to a Vote of Security Holders |
25 |
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Item 5. Other Information |
25 |
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Item 6. Exhibits |
26 |
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Signatures |
27 |
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INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
|
September 30, |
December 31, |
||||||||||||
|
2004 |
2003 |
||||||||||||
|
(Unaudited) |
|||||||||||||
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ASSETS: |
|||||||||||||
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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 |
|||||||||||
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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 |
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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) |
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|
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 |
$ |
- |
$ |
|||||||||||