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8-K - 8-K - AMIC Holdings, Inc.f8k2q.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)      August 7, 2014


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 (Results of Operations and Financial Condition) is intended to be furnished.  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 August 7, 2014, American Independence Corp. issued a press release announcing results of operations for the three months and six months ended June 30, 2014, 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 August 7, 2014.






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:



August 7, 2014




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Exhibit 99.1


AMERICAN INDEPENDENCE CORP.

CONTACT:  ADAM C. VANDERVOORT

485 MADISON AVENUE

(646) 509-2156

NEW YORK, NEW YORK 10022

www.americanindependencecorp.com

NASDAQ – AMIC

 


         

NEWS RELEASE


AMERICAN INDEPENDENCE CORP. ANNOUNCES

2014 SECOND-QUARTER AND SIX-MONTH RESULTS


New York, New York, August 7, 2014.  American Independence Corp. (NASDAQ: AMIC) today reported 2014 second-quarter and six-month results.


Financial Results


AMIC reported net income of $0.5 million ($.06 per diluted share) for the three months ended June 30, 2014 compared to $1.4 million ($.17 per diluted share) for the three months ended June 30, 2013.  AMIC reported net income of $1.1 million ($.14 per diluted share) for the six months ended June 30, 2014 compared to $1.9 million ($.24 per diluted share) for the six months ended June 30, 2013.  


Revenues increased to $40.0 million for the three months ended June 30, 2014 compared to revenues of $37.4 million for the three months ended June 30, 2013, primarily due to an increase in premiums and fee income.  Revenues increased to $83.1 million for the six months ended June 30, 2014 compared to revenues of $72.7 million for the six months ended June 30, 2013, primarily due to an increase in premiums, fee income and agency income.  


Chief Executive Officer’s Comments


Roy Thung, Chief Executive Officer, commented, “We are pleased with the continuing growth in earned premium and with the profitability of business written by IHC Risk Solutions. We attribute the growth in our direct distribution to our enhanced sales force, focused underwriting and employer groups moving from fully insured to self-funding as they consider alternatives as a result of health care reform.  We expect continued improvement in this line of business, as evidenced by the 32% growth in our direct business written for the twelve months ended July 31, 2014, while maintaining consistent profit margins on a growing premium base.  We are also encouraged by the growth in our pet insurance and non-subscriber occupational accident lines, and we anticipate this increase in premiums to continue throughout 2014.  With respect to our operating companies, we did experience a reduction in revenues as a result of the Affordable Care Act, which we are addressing, and an increase in expense as we build out the direct-to-consumer distribution that will be essential to our future growth as a specialty health company. Our financial condition and balance sheet remain strong.  We have no debt and have grown our book value to $10.84 per share at June 30, 2014 from $10.44 per share at December 31, 2013.



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Change in Accounting Principle


AMIC was acquired in a series of transactions by Independence Holding Company (“IHC”) beginning in 2002 with a 19.9% equity investment and culminating in its current ownership of 90%.  In March 2010, IHC increased its ownership to over 50% and, in accordance with generally accepted accounting principles in the United States ("GAAP"), IHC established a new basis for AMIC's assets and liabilities in IHC's consolidated financial statements based on the fair value of AMIC's identifiable assets and liabilities assumed at that time. AMIC did not "push down" the new basis for its assets and liabilities; instead, AMIC maintained its historical basis in its assets and liabilities for the purpose of issuing its separate standalone financial statements. Accordingly, the reporting basis for AMIC's assets and liabilities included in the consolidated financial statements of IHC were different from the reporting basis for AMIC's assets and liabilities included in AMIC's previously reported separate standalone financial statements.  During the second quarter of 2014, due to the lifting of certain restrictions and requirements relating to IHC’s ownership of AMIC stock, AMIC has elected, for all periods presented, to reflect IHC's basis.


As a result of the above-mentioned change in accounting principle, the consolidated financial statements and financial information of AMIC reported prior to June 30, 2014 are not directly comparable to the financial statements and financial information of AMIC included in this news release.  The differences relate to the write-off of goodwill, basis differences in intangible assets and related amortization, other assets, other investments, non-controlling interests in subsidiaries, taxes and related tax provisions, net income, additional paid-in capital, retained earnings and total shareholders' equity (including a corresponding change in book value per share).  See Notes to Condensed Consolidated Financial Statements included in the June 30, 2014 Form 10-Q for the impact of this adoption on AMIC's condensed consolidated balance sheets and condensed consolidated statements of income at and for the periods ended December 31, 2013 and June 30, 2013.  The restatement resulted in the reduction of book value per share to correspond with IHC’s carrying basis in AMIC.


About American Independence Corp.


AMIC, through Independence American Insurance Company and its other subsidiaries, offers pet insurance, non-subscriber occupational accident, short-term medical, medical stop-loss, group and individual, dental and various supplemental products.  AMIC provides to the individual and self-employed markets health insurance and related products, which are distributed through its subsidiaries IPA Family, LLC, healthinsurance.org, LLC, IHC Specialty Benefits, Inc., and IPA Direct, LLC.  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 that 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 and state governmental regulation, AMIC’s ability to effectively operate, integrate and leverage any past or future



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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.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)


 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Premiums earned

$

33,644 

$

31,618 

$

66,128 

$

61,614 

Fee and agency income

 

5,561 

 

4,688 

 

15,537 

 

8,935 

Net investment income

 

565 

 

501 

 

1,101 

 

1,005 

Net realized investment gains

 

235 

 

387 

 

283 

 

927 

Other income

 

15 

 

180 

 

58 

 

254 

 

 

 

 

 

 

 

 

 

 

Revenues

 

40,020 

 

37,374 

 

83,107 

 

72,735 

 

 

 

 

 

 

 

 

 

Insurance benefits, claims and reserves

 

20,997 

 

20,194 

 

42,783 

 

41,427 

Selling, general and administrative expenses

 

17,839 

 

14,397 

 

37,488 

 

27,001 

Amortization and depreciation

 

434 

 

471 

 

862 

 

912 

 

 

 

 

 

 

 

 

 

 

Expenses

 

39,270 

 

35,062 

 

81,133 

 

69,340 

 

 

 

 

 

 

 

 

 

Income before income tax

 

750 

 

2,312 

 

1,974 

 

3,395 

Provision for income taxes

 

307 

 

747 

 

649 

 

1,044 

 

 

 

 

 

 

 

 

 

Net income

 

443 

 

1,565 

 

1,325 

 

2,351 

 

Less: Net income attributable to the non-controlling interest

 

14 

 

(201)

 

(226)

 

(433)

 

 

 

 

 

 

 

 

 

Net income attributable to American Independence Corp.

$

457 

$

1,364 

$

1,099 

$

1,918 

 

 

 

 

 

 

 

 

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

Net income attributable to

 

 

 

 

 

 

 

 

 

 

American Independence Corp. common stockholders

$

.06 

$

.17 

$

.14 

$

.24 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

8,076 

 

8,073 

 

8,075 

 

8,079 

 

 

 

 

 

 

 

 

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

Net income attributable to

 

 

 

 

 

 

 

 

 

 

American Independence Corp. common stockholders

$

.06 

$

.17 

$

.14 

$

.24 

 

 

 

 

 

 

 

 

 

Weighted-average diluted shares outstanding

 

8,101 

 

8,076 

 

8,100 

 

8,079 




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American Independence Corp.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)


 

 

June 30,

 

 

December 31,

ASSETS:

 

2014

 

 

2013

 

Investments:

 

 

 

 

 

 

Securities purchased under agreements to resell

$

4,899 

 

$

3,563 

 

Trading securities

 

1,387 

 

 

859 

 

Fixed maturities available-for-sale, at fair value

 

71,913 

 

 

68,222 

 

Equity securities available-for-sale, at fair value

 

1,001 

 

 

988 

 

 

 

 

 

 

 

Total investments

 

79,200 

 

 

73,632 

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,355 

 

 

4,424 

 

Restricted cash

 

16,988 

 

 

10,067 

 

Accrued investment income

 

659 

 

 

604 

 

Premiums receivable

 

13,305 

 

 

14,364 

 

Net deferred tax asset

 

10,534 

 

 

11,172 

 

Due from reinsurers

 

6,885 

 

 

7,549 

 

Intangible assets

 

10,630 

 

 

11,408 

 

Accrued fee income

 

2,938 

 

 

2,332 

 

Due from securities brokers

 

315 

 

 

172 

 

Other assets

 

15,146 

 

 

17,450 

 

 

 

 

 

 

 

TOTAL ASSETS

$

160,955 

 

$

153,174 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

Policy benefits and claims

$

33,003 

 

$

35,252 

 

Premium and claim funds payable

 

16,988 

 

 

10,067 

 

Commission payable

 

5,638 

 

 

5,455 

 

Accounts payable, accruals and other liabilities

 

11,184 

 

 

13,251 

 

State income taxes payable

 

547 

 

 

544 

 

Due to securities brokers

 

1,883 

 

 

45 

 

Due to reinsurers

 

1,285 

 

 

1,177 

 

 

 

 

 

 

 

Total liabilities

 

70,528 

 

 

65,791 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

American Independence Corp. stockholders’ equity:

 

 

 

 

 

 

 

Preferred stock, $0.10 par value, 1,000 shares designated; no shares issued

 

 

 

 

 

 

 

    and outstanding

 

 

 

 

 

Common stock, $0.01 par value, 15,000,000 shares authorized; 9,181,793 shares

 

 

 

 

 

 

 

    issued, respectively; 8,079,215 and 8,072,548 shares outstanding, respectively

 

92 

 

 

92 

 

 

Additional paid-in capital

 

79,721 

 

 

79,694 

 

 

Accumulated other comprehensive loss

 

(20)

 

 

(2,152)

 

 

Treasury stock, at cost, 1,102,578 and 1,109,245 shares, respectively

 

(10,243)

 

 

(10,305)

 

 

Retained earnings

 

18,014 

 

 

16,970 

 

 

Total American Independence Corp. stockholders’ equity

 

87,564 

 

 

84,299 

 

Non-controlling interest in subsidiaries

 

2,863 

 

 

3,084 

 

 

Total equity

 

90,427 

 

 

87,383 

 

 

TOTAL LIABILITIES AND EQUITY

$

160,955 

 

$

153,174 





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