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8-K - 8-K - AMIC Holdings, Inc. | f8k3q.pdf |
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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 6, 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.) |
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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))
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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 November 6, 2014, American Independence Corp. issued a press release announcing results of operations for the three months and nine months ended September 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 November 6, 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: | November 6, 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 |
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NEWS RELEASE
AMERICAN INDEPENDENCE CORP. ANNOUNCES
2014 THIRD-QUARTER AND NINE-MONTH RESULTS
New York, New York, November 6, 2014. American Independence Corp. (NASDAQ: AMIC) today reported 2014 third-quarter and nine-month results.
Financial Results
AMIC reported net income of $2.1 million ($.25 per diluted share) for the three months ended September 30, 2014 compared to $0.6 million ($.07 per diluted share) for the three months ended September 30, 2013. AMIC reported net income of $3.2 million ($.39 per diluted share) for the nine months ended September 30, 2014 compared to $2.5 million ($.31 per diluted share) for the nine months ended September 30, 2013.
Revenues increased to $41.2 million for the three months ended September 30, 2014 compared to revenues of $37.6 million for the three months ended September 30, 2013, primarily due to an increase in premiums and fee income. Revenues increased to $124.3 million for the nine months ended September 30, 2014 compared to revenues of $110.3 million for the nine months ended September 30, 2013, primarily due to an increase in premiums, fee income and agency income.
Chief Executive Officers 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 36% growth in our direct business written for the twelve months ended October 31, 2014, while maintaining consistent profit margins on a growing premium base. We are also encouraged by the growth in our occupational accident and ancillary lines of business. With respect to our fully insured operating companies, we continue to build out the direct-to-consumer distribution that is 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 $10.99 per share at September 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 IHCs 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 September 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 September 30, 2013. The restatement resulted in the reduction of book value per share to correspond with IHCs 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 managements 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, AMICs 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 AMICs 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)
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| Three Months Ended |
| Nine Months Ended | |||||||
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| September 30, |
| September 30, | |||||||
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| 2014 |
| 2013 |
| 2014 |
| 2013 | |||
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Premiums earned | $ | 33,927 | $ | 31,844 | $ | 100,055 | $ | 93,458 | |||
Fee and agency income |
| 5,944 |
| 5,038 |
| 21,481 |
| 13,973 | |||
Net investment income |
| 544 |
| 537 |
| 1,645 |
| 1,542 | |||
Net realized investment gains |
| 580 |
| 46 |
| 863 |
| 973 | |||
Other income |
| 162 |
| 126 |
| 220 |
| 380 | |||
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| Revenues |
| 41,157 |
| 37,591 |
| 124,264 |
| 110,326 | ||
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Insurance benefits, claims and reserves |
| 21,229 |
| 22,203 |
| 64,012 |
| 63,630 | |||
Selling, general and administrative expenses |
| 16,215 |
| 13,834 |
| 53,703 |
| 40,835 | |||
Amortization and depreciation |
| 418 |
| 465 |
| 1,280 |
| 1,377 | |||
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| Expenses |
| 37,862 |
| 36,502 |
| 118,995 |
| 105,842 | ||
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Income before income tax |
| 3,295 |
| 1,089 |
| 5,269 |
| 4,484 | |||
Provision for income taxes |
| 1,339 |
| 323 |
| 1,988 |
| 1,367 | |||
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Net income |
| 1,956 |
| 766 |
| 3,281 |
| 3,117 | |||
| Less: Net (income) loss attributable to the non-controlling interest |
| 101 |
| (201) |
| (125) |
| (634) | ||
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Net income attributable to American Independence Corp. | $ | 2,057 | $ | 565 | $ | 3,156 | $ | 2,483 | |||
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Basic income per common share: |
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| Net income attributable to |
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| American Independence Corp. common stockholders | $ | .25 | $ | .07 | $ | .39 | $ | .31 | |
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Weighted-average shares outstanding |
| 8,079 |
| 8,073 |
| 8,076 |
| 8,077 | |||
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Diluted income per common share: |
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| Net income attributable to |
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| American Independence Corp. common stockholders | $ | .25 | $ | .07 | $ | .39 | $ | .31 | |
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Weighted-average diluted shares outstanding |
| 8,097 |
| 8,081 |
| 8,102 |
| 8,083 |
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American Independence Corp.
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
|
| September 30, |
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| December 31, | |||
ASSETS: |
| 2014 |
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| 2013 | |||
| Investments: |
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| Securities purchased under agreements to resell | $ | 2,979 |
| $ | 3,563 | ||
| Trading securities |
| 1,136 |
|
| 859 | ||
| Fixed maturities available-for-sale, at fair value |
| 71,530 |
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| 68,222 | ||
| Equity securities available-for-sale, at fair value |
| 1,003 |
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| 988 | ||
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| Total investments |
| 76,648 |
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| 73,632 | ||
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| Cash and cash equivalents |
| 4,400 |
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| 4,424 | ||
| Restricted cash |
| 16,751 |
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| 10,067 | ||
| Accrued investment income |
| 679 |
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| 604 | ||
| Premiums receivable |
| 14,145 |
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| 14,364 | ||
| Net deferred tax asset |
| 9,295 |
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| 11,172 | ||
| Due from reinsurers |
| 6,526 |
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| 7,549 | ||
| Intangible assets |
| 10,267 |
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| 11,408 | ||
| Accrued fee income |
| 3,206 |
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| 2,332 | ||
| Due from securities brokers |
| 183 |
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| 172 | ||
| Other assets |
| 16,510 |
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| 17,450 | ||
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| TOTAL ASSETS | $ | 158,610 |
| $ | 153,174 | ||
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LIABILITIES AND STOCKHOLDERS EQUITY: |
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| LIABILITIES: |
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| Policy benefits and claims | $ | 32,295 |
| $ | 35,252 | ||
| Premium and claim funds payable |
| 16,751 |
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| 10,067 | ||
| Commission payable |
| 5,416 |
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| 5,455 | ||
| Accounts payable, accruals and other liabilities |
| 11,036 |
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| 13,251 | ||
| State income taxes payable |
| 585 |
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| 544 | ||
| Due to securities brokers |
| - |
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| 45 | ||
| Due to reinsurers |
| 942 |
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| 1,177 | ||
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| Total liabilities |
| 67,025 |
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| 65,791 | ||
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STOCKHOLDERS EQUITY: |
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| American Independence Corp. stockholders equity: |
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| Preferred stock, $0.10 par value, 1,000 shares designated; no shares issued |
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| and outstanding |
| - |
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| - | |
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| Common stock, $0.01 par value, 15,000,000 shares authorized; 9,181,793 shares |
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| issued, respectively; 8,079,215 and 8,072,548 shares outstanding, respectively |
| 92 |
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| 92 | |
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| Additional paid-in capital |
| 79,734 |
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| 79,694 | |
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| Accumulated other comprehensive loss |
| (830) |
|
| (2,152) | |
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| Treasury stock, at cost, 1,102,578 and 1,109,245 shares, respectively |
| (10,243) |
|
| (10,305) | |
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| Retained earnings |
| 20,060 |
|
| 16,970 | |
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| Total American Independence Corp. stockholders equity |
| 88,813 |
|
| 84,299 | |
| Non-controlling interest in subsidiaries |
| 2,772 |
|
| 3,084 | ||
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| Total equity |
| 91,585 |
|
| 87,383 | |
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| TOTAL LIABILITIES AND EQUITY | $ | 158,610 |
| $ | 153,174 |
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