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8-K - 8-K - AMERICAN INDEPENDENCE CORPf8k3q.pdf





 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549




FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)      November 8, 2012


AMERICAN INDEPENDENCE CORP.

(Exact name of registrant as specified in its charter)


Delaware

001-05270

11-1817252

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

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

 

 

485 Madison Avenue, New York, NY

10022

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code:  (212) 355-4141



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))







 



Item 2.02 Results of Operations and Financial Condition.


The information set forth under this Item 2.02 is intended to be furnished under this Item 2.02 “Results of Operations and Financial Condition.”  Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.


On November 8, 2012, American Independence Corp. issued a press release announcing results of operations for the three months and nine months ended September 30, 2012, a copy of which is attached as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits


(c)

Exhibits


Exhibit 99.1 - Press release of American Independence Corp., dated November 8, 2012.


The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, unless expressly set forth by specific reference in such filing.





SIGNATURE

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, thereunto duly authorized.



AMERICAN INDEPENDENCE CORP.



/s/ Teresa A. Herbert

Teresa A. Herbert

Chief Financial Officer and Senior Vice President



Date:



November 8, 2012




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Exhibit 99.1


AMERICAN INDEPENDENCE CORP.

CONTACT:  DAVID T. KETTIG

485 MADISON AVENUE

(212) 355-4141 Ext. 3047

NEW YORK, NEW YORK 10022

www.americanindependencecorp.com

NASDAQ – AMIC

 


         

NEWS RELEASE


AMERICAN INDEPENDENCE CORP. ANNOUNCES

2012 THIRD-QUARTER AND NINE-MONTH RESULTS


New York, New York, November 8, 2012.  American Independence Corp. (NASDAQ: AMIC) today reported 2012 third-quarter and nine-month results.  This press release contains both GAAP and non-GAAP financial information for which reconciliations can be found at the end of this release.


Financial Results


Net income increased to $1.0 million ($.12 per share, diluted), for the three months ended September 30, 2012, compared to $0.9 million ($.11 per share, diluted), for the three months ended September 30, 2011.  Revenues increased to $26.8 million for the three months ended September 30, 2012, compared to revenues of $23.0 million for the three months ended September 30, 2011, primarily due to an increase in premiums.


Net income increased to $2.4 million ($.29 per share, diluted), for the nine months ended September 30, 2012, compared to $2.0 million ($.23 per share, diluted), for the nine months ended September 30, 2011.  Revenues increased to $72.5 million for the nine months ended September 30, 2012, compared to revenues of $66.7 million for the nine months ended September 30, 2011, primarily due to an increase in premiums.


The Company's operating income1 for the three months ended September 30, 2012 was $1.5 million ($.18 per share, diluted), as compared to $1.2 million ($.14 per share, diluted) for the three months ended September 30, 2011.  Operating income was $3.7 million ($.45 per share, diluted), for the nine months ended September 30, 2012, as compared to $2.8 million ($.32 per share, diluted) for the nine months ended September 30, 2011.




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Chief Executive Officer’s Comments


Roy Thung, Chief Executive Officer, commented, “Net income increased this quarter primarily due to improved underwriting results in our fully insured segment.  We continue to experience growth and improved loss ratio results in our stop-loss line from business underwritten by IHC Risk Solutions.  We have begun to write pet insurance in many key states and preliminary results look promising.  Our financial condition and balance sheet remain strong.  We have no debt and have grown our book value to $11.79 per share at September 30, 2012 from $11.36 per share at December 31, 2011."


Non-GAAP Financial Measures


The Company provides non-GAAP financial measures to complement its consolidated financial statements presented in accordance with GAAP: (i) Operating income is net income attributable to AMIC excluding non-cash charges related to the amortization of intangible assets recorded in purchase accounting, net realized investment gains (losses), and the federal income tax charge related to deferred taxes due to its federal net operating loss carryforwards, and (ii) Operating income per share is operating income (loss) on a per share basis. These non-GAAP financial measures are intended to supplement the user's overall understanding of the Company's current financial performance and its prospects for the future.  Specifically, the Company believes the non-GAAP results provide useful information to both management and investors by identifying certain expenses that, when excluded from the GAAP results, may provide additional understanding of the Company's core operating results or business performance.  However, these non-GAAP financial measures are not intended to supersede or replace the Company's GAAP results.  A reconciliation of the non-GAAP results to the GAAP results is provided in the "Reconciliation of GAAP Income from Continuing Operations to Non-GAAP Income from Continuing Operations” schedule below.  


About American Independence Corp.


AMIC, through Independence American Insurance Company and its other subsidiaries, offers major medical for individuals and families, medical stop-loss, small group major medical, short-term medical, and pet insurance.  AMIC provides to the individual and self-employed markets health insurance and related products, which are distributed through its subsidiaries, Independent Producers of America, LLC, healthinsurance.org, LLC, and IHC Specialty Benefits, Inc.  AMIC markets medical stop-loss through its marketing and administrative company IHC Risk Solutions, LLC.


Certain statements in this news release may be considered forward-looking statements, such as statements relating to management’s views with respect to future events and financial performance.  Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements.  Potential risks and uncertainties include, but are not limited to, economic conditions in the markets in which AMIC operates, new federal or state governmental regulation, AMIC’s ability to effectively operate, integrate and leverage any past or future strategic acquisition, and other factors which can be found in AMIC’s other news releases and filings with the Securities and Exchange Commission.  AMIC expressly disclaims any duty to update its forward-looking statements or earnings guidance, and does not undertake to provide any such guidance in the future.



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AMERICAN INDEPENDENCE CORP.

THIRD QUARTER REPORT

SEPTEMBER 30, 2012

(In thousands except per share data)



 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Premiums earned

$

22,281 

$

19,138 

$

60,072 

$

54,573 

Fee and agency income

 

3,882 

 

2,906 

 

10,749 

 

9,805 

Net investment income

 

586 

 

615 

 

1,582 

 

1,730 

Net realized investment gains

 

30 

 

238 

 

200 

 

323 

Net impairment losses recognized in earnings

 

 

 

(189)

 

(20)

Other income

 

26 

 

72 

 

100 

 

250 

 

 

 

 

 

 

 

 

 

 

Revenues

 

26,805 

 

22,969 

 

72,514 

 

66,661 

 

 

 

 

 

 

 

 

 

Insurance benefits, claims and reserves

 

14,981 

 

12,150 

 

40,938 

 

36,116 

Selling, general and administrative expenses

 

9,877 

 

9,099 

 

26,887 

 

26,347 

Amortization and depreciation

 

182 

 

214 

 

272 

 

645 

 

 

 

 

 

 

 

 

 

 

Expenses

 

25,040 

 

21,463 

 

68,097 

 

63,108 

 

 

 

 

 

 

 

 

 

Income before income tax

 

1,765 

 

1,506 

 

4,417 

 

3,553 

Provision for income taxes

 

491 

 

443 

 

1,295 

 

1,009 

 

 

 

 

 

 

 

 

 

Net income

 

1,274 

 

1,063 

 

3,122 

 

2,544 

 

Less: Net income attributable to the non-controlling interest

 

(268)

 

(150)

 

(688)

 

(557)

 

 

 

 

 

 

 

 

 

Net income attributable to American Independence Corp.

$

1,006 

$

913 

$

2,434 

$

1,987 

 

 

 

 

 

 

 

 

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

Net income attributable to                   

 

 

 

 

 

 

 

 

 

 

American Independence Corp. common stockholders

$

.12 

$

.11 

$

.29 

$

.23 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

8,272 

 

8,524 

 

8,272 

 

8,518 

 

 

 

 

 

 

 

 

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

Net income attributable to

 

 

 

 

 

 

 

 

 

 

American Independence Corp. common stockholders

$

.12 

$

.11 

$

.29 

$

.23 

 

 

 

 

 

 

 

 

 

Weighted-average diluted shares outstanding

 

8,272 

 

8,524 

 

8,272 

 

8,518 


As of September 30, 2012 there were 8,272,332 common shares outstanding, net of treasury shares.



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AMERICAN INDEPENDENCE CORP.

RECONCILIATION OF GAAP INCOME FROM CONTINUING OPERATIONS TO NON-GAAP INCOME FROM CONTINUING OPERATIONS

(In thousands except per share data)


 

 

 Three Months Ended

 

 Nine Months Ended

 

 

 September 30,

 

 September 30,

 

 

2012


2011

 

2012

 

 2011

 

 

 

 

 

 

 

 

 

Net income attributable to AMIC

$

1,006 

 $

913 

$

2,434 

$

1,987 

Amortization of intangible assets related to purchase accounting

 

30 

 

34 

 

94 

 

101 

Net realized investment gains

 

(30)

 

(238)

 

(200)

 

(323)

Net impairment losses recognized in earnings

 

 

 

189 

 

20 

Federal income tax charge related to deferred taxes for operating income

 

511 

 

451 

 

1,221 

 

967 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income from continuing operations

$

1,517 

 $

1,160 

$

3,738 

$

2,752 

 

 

 

 

 

 

 

 

 

Non - GAAP Basic Income Per Common Share:

$

.18 

$

.14 

$

.45 

$

.32 

 

 

 

 

 

 

 

 

 

Non - GAAP Diluted Income Per Common Share:

$

.18 

$

.14 

$

.45 

$

.32 


Footnotes

1 Operating income is a non-GAAP measure and is defined as net income attributable to AMIC excluding non-cash charges related to the amortization of certain intangible assets recorded in purchase accounting, net realized investment gains and losses, and the federal income tax charge related to deferred taxes. The Company believes that the presentation of operating income may offer a better understanding of the core operating results of the Company.  A reconciliation of income from continuing operations to operating income is included in this press release.




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