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8-K - 8-K - AMIC Holdings, Inc.f8k4q.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)      March 10, 2015


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 March 10, 2015, American Independence Corp. issued a press release announcing results of operations for the three months and twelve months ended December 31, 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 March 10, 2015.






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:



March 10, 2015




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Exhibit 99.1


AMERICAN INDEPENDENCE CORP.

CONTACT:  Loan Nisser

485 MADISON AVENUE

646-509-2107

NEW YORK, NEW YORK 10022

www.americanindependencecorp.com

NASDAQ – AMIC

 


         

NEWS RELEASE


AMERICAN INDEPENDENCE CORP. ANNOUNCES

2014 FOURTH-QUARTER AND ANNUAL RESULTS


New York, New York, March 10, 2015.  American Independence Corp. (NASDAQ: AMIC) today reported 2014 fourth-quarter and annual results.


Financial Results


AMIC reported net income of $2.1 million ($.26 per diluted share) for the three months ended December 31, 2014 compared to $0.4 million ($.05 per diluted share) for the three months ended December 31, 2013.  AMIC reported net income of $5.3 million ($.65 per diluted share) for the year ended December 31, 2014 compared to $2.9 million ($.36 per diluted share) for the year ended December 31, 2013.  Due to our profitability in 2014 and projected continuing profitable results, AMIC’s net income for the fourth quarter and year ended December 31, 2014 was positively impacted by an increase of $2.5 million in the deferred tax asset related to our federal net operating loss carryforwards (“NOLs”).


Revenues decreased to $40.6 million for the three months ended December 31, 2014 compared to revenues of $42.9 million for the three months ended December 31, 2013, primarily due to a decrease in fee income from certain fully insured health subsidiaries.  Revenues increased to $164.9 million for the year ended December 31, 2014 compared to revenues of $153.3 million for the year ended December 31, 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 delighted 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 38% growth in our direct business written for the twelve months ended January 2015, while maintaining consistent profit margins on a growing premium base.  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, and we are pleased with the growth and profitability of our ancillary lines of business.  Our financial condition and balance sheet remain strong.  We have no debt and have grown our book value to $11.34 per share at December 31, 2014 from $10.44 per share at December 31, 2013.



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Valuation Allowance Relating to the Deferred Tax Asset


In the fourth quarter of 2014, the Company further reduced the valuation allowance relating to the deferred tax asset, which caused a corresponding increase in such deferred tax asset.  The valuation allowance relates to the likelihood that AMIC might not be able to fully utilize its prior tax year federal NOLs.  AMIC reviews the valuation allowance on a quarterly basis to determine the reasonableness of the amount.  Based upon AMIC’s projections of future profitable results and profitability in 2014, it was appropriate to further reduce the valuation allowance in the fourth quarter of 2014 in the amount of $2.5 million, which resulted in an increase in net income.  


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 Consolidated Financial Statements included in the December 31, 2014 Form 10-K for the impact of this adoption on AMIC's consolidated balance sheets and consolidated statements of income at and for the period ended December 31, 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.


American Independence Corp. is a holding company principally engaged in health insurance and reinsurance.  It provides specialized health coverage and related services to commercial customers and individuals.  Through Independence American Insurance Company and its other subsidiaries, it offers medical stop-loss, non-subscriber occupational accident, pet insurance, group major medical, short-term medical, vision, dental and various supplemental products, which are marketed through



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its subsidiaries IHC Specialty Benefits, Inc., IPA Direct, LLC and IPA Family, LLC.  AMIC markets medical stop-loss through its marketing and administrative company IHC Risk Solutions, LLC.  


Forward-Looking Statements


Certain statements and information contained in this 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 American Independence Corp. (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 unless required by applicable law.




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American Independence Corp.

Consolidated Statements of Income

(In thousands, except per share data)


 

 

Three Months Ended

 

Year Ended

 

 

December 31,

 

December 31,

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Premiums earned

$

33,551 

$

33,745 

$

133,606 

$

127,203 

Fee and agency income

 

6,437 

 

8,448 

 

27,918 

 

22,421 

Net investment income

 

557 

 

562 

 

2,202 

 

2,104 

Net realized investment gains

 

104 

 

109 

 

967 

 

1,082 

Other income (loss)

 

(37)

 

83 

 

183 

 

463 

 

 

 

 

 

 

 

 

 

 

Revenues

 

40,612 

 

42,947 

 

164,876 

 

153,273 

 

 

 

 

 

 

 

 

 

Insurance benefits, claims and reserves

 

24,875 

 

23,488 

 

88,887 

 

87,118 

Selling, general and administrative expenses

 

16,049 

 

18,043 

 

69,752 

 

58,878 

Amortization and depreciation

 

412 

 

458 

 

1,692 

 

1,836 

 

 

 

 

 

 

 

 

 

 

Expenses

 

41,336 

 

41,989 

 

160,331 

 

147,832 

 

 

 

 

 

 

 

 

 

Income (loss) before income tax

 

(724)

 

958 

 

4,545 

 

5,441 

Provision (benefit) for income taxes

 

(2,790)

 

209 

 

(802)

 

1,576 

 

 

 

 

 

 

 

 

 

Net income

 

2,066 

 

749 

 

5,347 

 

3,865 

 

Less: Net (income) loss attributable to the non-controlling interest

 

28 

 

(349)

 

(97)

 

(983)

 

 

 

 

 

 

 

 

 

Net income attributable to American Independence Corp.

$

2,094 

$

400 

$

5,250 

$

2,882 

 

 

 

 

 

 

 

 

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

Net income attributable to

 

 

 

 

 

 

 

 

 

 

American Independence Corp. common stockholders

$

.26 

$

.05 

$

.65 

$

.36 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

8,079 

 

8,073 

 

8,077 

 

8,076 

 

 

 

 

 

 

 

 

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

Net income attributable to

 

 

 

 

 

 

 

 

 

 

American Independence Corp. common stockholders

$

.26 

$

.05 

$

.65 

$

.36 

 

 

 

 

 

 

 

 

 

Weighted-average diluted shares outstanding

 

8,093 

 

8,093 

 

8,103 

 

8,084 




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American Independence Corp.

Consolidated Balance Sheets

(In thousands, except per share data)


 

 

December 31,

 

 

December 31,

ASSETS:

 

2014

 

 

2013

 

Investments:

 

 

 

 

 

 

Securities purchased under agreements to resell

$

3,143 

 

$

3,563 

 

Trading securities

 

1,138 

 

 

859 

 

Fixed maturities available-for-sale, at fair value

 

73,608 

 

 

68,222 

 

Equity securities available-for-sale, at fair value

 

1,013 

 

 

988 

 

 

 

 

 

 

 

Total investments

 

78,902 

 

 

73,632 

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,569 

 

 

4,424 

 

Restricted cash

 

18,881 

 

 

10,067 

 

Accrued investment income

 

652 

 

 

604 

 

Premiums receivable

 

13,257 

 

 

14,364 

 

Net deferred tax asset

 

12,025 

 

 

11,172 

 

Due from reinsurers

 

5,532 

 

 

7,549 

 

Intangible assets

 

9,915 

 

 

11,408 

 

Accrued fee income

 

4,469 

 

 

2,332 

 

Due from securities brokers

 

293 

 

 

172 

 

Other assets

 

17,286 

 

 

17,450 

 

 

 

 

 

 

 

TOTAL ASSETS

$

165,781 

 

$

153,174 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

Policy benefits and claims

$

33,616 

 

$

35,252 

 

Premium and claim funds payable

 

18,881 

 

 

10,067 

 

Commission payable

 

4,672 

 

 

5,455 

 

Accounts payable, accruals and other liabilities

 

11,283 

 

 

13,251 

 

State income taxes payable

 

597 

 

 

544 

 

Due to securities brokers

 

58 

 

 

45 

 

Due to reinsurers

 

2,334 

 

 

1,177 

 

 

 

 

 

 

 

Total liabilities

 

71,441 

 

 

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

 

79,746 

 

 

79,694 

 

 

Accumulated other comprehensive loss

 

(154)

 

 

(2,152)

 

 

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

 

(10,243)

 

 

(10,305)

 

 

Retained earnings

 

22,139 

 

 

16,970 

 

 

Total American Independence Corp. stockholders’ equity

 

91,580 

 

 

84,299 

 

Non-controlling interest in subsidiaries

 

2,760 

 

 

3,084 

 

 

Total equity

 

94,340 

 

 

87,383 

 

 

TOTAL LIABILITIES AND EQUITY

$

165,781 

 

$

153,174 





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