Current Report Filing (8-k)
June 06 2016 - 8:21AM
Edgar (US Regulatory)
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) June 6, 2016
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 June 6, 2016, American Independence Corp. issued a press release announcing results of operations for the three months and twelve months ended December 31, 2015, a copy of which is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit 99.1 - Press release of American Independence Corp., dated June 6, 2016.
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:
|
June 6, 2016
|
1
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
2015 FOURTH-QUARTER AND ANNUAL RESULTS
New York, New York, June 6, 2016. American Independence Corp. (NASDAQ: AMIC) today reported 2015 fourth-quarter and annual results. As a result of the delay in reporting these results, AMIC is currently working on its 2016 first-quarter results.
Financial Results
AMIC reported net income of $0.3 million ($.03 per diluted share) for the three months ended December 31, 2015 compared to $2.1 million ($.26 per diluted share) for the three months ended December 31, 2014. AMIC reported net income of $3.5 million ($.44 per diluted share) for the twelve months ended December 31, 2015 compared to $5.3 million ($.65 per diluted share) for the twelve months ended December 31, 2014. Income excluding taxes for the 2014 fourth quarter and year was positively impacted by an increase of $2.5 million in the deferred tax asset related to our federal net operating loss carryforward, with no corresponding amount in 2015.
Revenues increased to $47.4 million for the three months ended December 31, 2015 compared to revenues of $40.6 million for the three months ended December 31, 2014, primarily due to an increase in premiums, agency income and fee income. Revenues increased to $183.3 million for the twelve months ended December 31, 2015 compared to revenues of $164.9 million for the twelve months ended December 31, 2014, primarily due to an increase in premiums and fee income, offset by a decrease in agency income and realized gains.
Chief Executive Officers Comments
Roy T. K. Thung, Chief Executive Officer, commented, Our financial condition and balance sheet remain strong. We have grown our book value to $12.85 per share at December 31, 2015 from $12.39 per share at December 31, 2014. As previously announced, AMIC completed the sale of IHC Risk Solutions LLC and the stop-loss business it produced on March 31, 2016 and realized an after tax gain of approximately $114 million. This gain will further increase our book value per share from the December 31, 2015 value. AMIC is now re-positioning itself as a specialty health and pet insurance underwriter and sales and marketing company, and will focus on the growth of these lines of business in 2016 and beyond.
2
About American Independence Corp.
American Independence Corp. (AMIC) 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 non-subscriber occupational accident, pet insurance, short-term medical, vision, dental and various supplemental products. Through its subsidiaries IHC Specialty Benefits, Inc. (including through www.healthedeals.com and www.aspiraAmas.com), IPA Direct, LLC and IPA Family, LLC, AMIC markets products underwritten by its affiliated companies and various products (including ACA plans and medical stop-loss) on behalf of unaffiliated carriers.
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 AMIC operates, new federal or state governmental regulation, AMICs ability to effectively operate, integrate and leverage any past or future 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 unless required by applicable law.
3
American Independence Corp.
Consolidated Statements of Income
(In thousands, except per share data)
| | | | | | | | | | | |
| | Three Months Ended
| | Twelve Months Ended
|
| | December 31,
| | December 31,
|
| | 2015
| | 2014
| | 2015
| | 2014
|
| | | | | | | | |
Premiums earned
| $
| 37,925
| $
| 33,551
| $
| 148,803
| $
| 133,606
|
Fee and agency income
| | 8,520
| | 6,437
| | 30,963
| | 27,918
|
Net investment income
| | 551
| | 557
| | 2,247
| | 2,202
|
Net realized investment gains
| | 70
| | 104
| | 260
| | 967
|
Other income (loss)
| | 302
| | (37)
| | 993
| | 183
|
| | | | | | | | |
| Revenues
| | 47,368
| | 40,612
| | 183,266
| | 164,876
|
| | | | | | | | |
Insurance benefits, claims and reserves
| | 25,286
| | 24,875
| | 98,741
| | 88,887
|
Selling, general and administrative expenses
| | 20,477
| | 16,049
| | 76,410
| | 69,752
|
Amortization and depreciation
| | 477
| | 412
| | 1,605
| | 1,692
|
| | | | | | | | |
| Expenses
| | 46,240
| | 41,336
| | 176,756
| | 160,331
|
| | | | | | | | |
Income (loss) before income tax
| | 1,128
| | (724)
| | 6,510
| | 4,545
|
Provision (benefit) for income taxes
| | 658
| | (2,790)
| | 2,695
| | (802)
|
| | | | | | | | |
Net income
| | 470
| | 2,066
| | 3,815
| | 5,347
|
| Less: Net (income) loss attributable to the non-controlling interest
| | (191)
| | 28
| | (286)
| | (97)
|
| | | | | | | | |
Net income attributable to American Independence Corp.
| $
| 279
| $
| 2,094
| $
| 3,529
| $
| 5,250
|
| | | | | | | | |
Basic income per common share:
| | | | | | | |
|
| Net income attributable to
| | | | | | | | |
| | American Independence Corp. common stockholders
| $
| .03
| $
| .26
| $
| .44
| $
| .65
|
| | | | | | | | |
Weighted-average shares outstanding
| | 8,088
| | 8,079
| | 8,082
| | 8,077
|
| | | | | | | | |
Diluted income per common share:
| | | | | | | |
|
| Net income attributable to
| | | | | | | | |
| | American Independence Corp. common stockholders
| $
| .03
| $
| .26
| $
| .44
| $
| .65
|
| | | | | | | | |
Weighted-average diluted shares outstanding
| | 8,094
| | 8,093
| | 8,094
| | 8,103
|
As of June 1, 2016, there were 8,118,551 common shares outstanding, net of treasury shares.
4
American Independence Corp.
Consolidated Balance Sheets
(In thousands, except per share data)
| | | | | | | | |
| | | | | |
| | December 31,
| | | December 31,
|
ASSETS:
| | 2015
| | | 2014
|
| Investments:
| | | | | |
| Securities purchased under agreements to resell
| $
| 4,595
| | $
| 3,143
|
| Trading securities
| | -
| | | 1,138
|
| Fixed maturities available-for-sale, at fair value
| | 84,933
| | | 73,608
|
| Equity securities available-for-sale, at fair value
| | 2,594
| | | 1,013
|
| | | | | |
| Total investments
| | 92,122
| | | 78,902
|
| | | | | |
| Cash and cash equivalents
| | 5,765
| | | 4,569
|
| Restricted cash
| | 21,735
| | | 18,881
|
| Accrued investment income
| | 733
| | | 652
|
| Premiums receivable
| | 16,654
| | | 13,257
|
| Net deferred tax asset
| | 16,215
| | | 19,977
|
| Due from reinsurers
| | 4,950
| | | 5,532
|
| Goodwill
| | 5,703
| | | -
|
| Intangible assets
| | 14,113
| | | 9,915
|
| Accrued fee income
| | 5,307
| | | 4,469
|
| Due from securities brokers
| | 1,051
| | | 293
|
| Other assets
| | 12,626
| | | 17,247
|
| | | | | |
| TOTAL ASSETS
| $
| 196,974
| | $
| 173,694
|
| | | | | |
LIABILITIES AND STOCKHOLDERS EQUITY:
| | | | | |
| LIABILITIES:
| | | | | |
| Policy benefits and claims
| $
| 43,764
| | $
| 33,616
|
| Premium and claim funds payable
| | 21,735
| | | 18,881
|
| Commission payable
| | 6,302
| | | 4,672
|
| Accounts payable, accruals and other liabilities
| | 14,686
| | | 11,283
|
| Debt
| | 3,189
| | | -
|
| Due to securities brokers
| | -
| | | 58
|
| Due to reinsurers
| | 100
| | | 2,334
|
| | | | | |
| Total liabilities
| | 89,776
| | | 70,844
|
| | | | | |
|
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; 8,088,105 and 8,079,215 shares outstanding, respectively
| | 92
| | | 92
|
| | Additional paid-in capital
| | 88,637
| | | 88,256
|
| | Accumulated other comprehensive loss
| | (197)
| | | (154)
|
| | Treasury stock, at cost, 1,093,688 and 1,102,578 shares, respectively
| | (10,161)
| | | (10,243)
|
| | Retained earnings
| | 25,549
| | | 22,139
|
| | Total American Independence Corp. stockholders equity
| | 103,920
| | | 100,090
|
| Non-controlling interest in subsidiaries
| | 3,278
| | | 2,760
|
| | Total equity
| | 107,198
| | | 102,850
|
| | TOTAL LIABILITIES AND EQUITY
| $
| 196,974
| | $
| 173,694
|
This regulatory filing also includes additional resources:
f8k4q.pdf
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