AMERICAN INDEPENDENCE CORP.





 


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)      May 7, 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 May 7, 2015, American Independence Corp. issued a press release announcing results of operations for the three months ended March 31, 2015, 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 May 7, 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:



May 7, 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

2015 FIRST-QUARTER RESULTS


New York, New York, May 7, 2015.  American Independence Corp. (NASDAQ: AMIC) today reported 2015 first-quarter results.


Financial Results


AMIC reported net income of $0.7 million ($.09 per diluted share) for the three months ended March 31, 2015 compared to $0.6 million ($.08 per diluted share) for the three months ended March 31, 2014.  


Revenues increased to $43.6 million for the three months ended March 31, 2015 compared to revenues of $43.1 million for the three months ended March 31, 2014, primarily due to an increase in premiums offset by a decrease in agency income.  


Chief Executive Officer’s Comments


Roy T. K. 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 expect continued improvement in this line of business, as evidenced by the 39% growth in our direct business written for the twelve months ended April 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 $11.48 per share at March 31, 2015 from $11.34 per share at December 31, 2014.”


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 approximately 92%.  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



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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 March 31, 2015 Form 10-Q for the impact of this adoption on AMIC's condensed consolidated statements of income for the period ended March 31, 2014.  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 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.

Condensed Consolidated Statements of Income

(In thousands, except per share data)


 

 

Three Months Ended

 

 

March 31,

 

 

2015

 

2014

 

 

 

 

 

Premiums earned

$

36,217 

$

32,484 

Fee and agency income

 

6,542 

 

9,976 

Net investment income

 

612 

 

536 

Net realized investment gains

 

141 

 

48 

Other income

 

45 

 

43 

 

 

 

 

 

 

Revenues

 

43,557 

 

43,087 

 

 

 

 

 

Insurance benefits, claims and reserves

 

23,970 

 

21,786 

Selling, general and administrative expenses

 

18,065 

 

19,649 

Amortization and depreciation

 

287 

 

428 

 

 

 

 

 

 

Expenses

 

42,322 

 

41,863 

 

 

 

 

 

Income before income tax

 

1,235 

 

1,224 

Provision for income taxes

 

464 

 

342 

 

 

 

 

 

Net income

 

771 

 

882 

 

Less: Net income attributable to the non-controlling interest

 

(49)

 

(240)

 

 

 

 

 

Net income attributable to American Independence Corp.

$

722 

$

642 

 

 

 

 

 

Basic income per common share:

 

 

 

 

 

Net income attributable to

 

 

 

 

 

 

American Independence Corp. common stockholders

$

.09 

$

.08 

 

 

 

 

 

Weighted-average shares outstanding

 

8,079 

 

8,073 

 

 

 

 

 

Diluted income per common share:

 

 

 

 

 

Net income attributable to

 

 

 

 

 

 

American Independence Corp. common stockholders

$

.09 

$

.08 

 

 

 

 

 

Weighted-average diluted shares outstanding

 

8,094 

 

8,098 




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American Independence Corp.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)


 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

ASSETS:

 

2015

 

 

2014

 

Investments:

 

 

 

 

 

 

Securities purchased under agreements to resell

$

6,819 

 

$

3,143 

 

Trading securities

 

1,203 

 

 

1,138 

 

Fixed maturities available-for-sale, at fair value

 

74,109 

 

 

73,608 

 

Equity securities available-for-sale, at fair value

 

1,020 

 

 

1,013 

 

 

 

 

 

 

 

Total investments

 

83,151 

 

 

78,902 

 

 

 

 

 

 

 

Cash and cash equivalents

 

3,482 

 

 

4,569 

 

Restricted cash

 

23,839 

 

 

18,881 

 

Accrued investment income

 

682 

 

 

652 

 

Premiums receivable

 

17,106 

 

 

13,257 

 

Net deferred tax asset

 

11,430 

 

 

12,025 

 

Due from reinsurers

 

5,494 

 

 

5,532 

 

Intangible assets

 

9,689 

 

 

9,915 

 

Accrued fee income

 

4,470 

 

 

4,469 

 

Due from securities brokers

 

171 

 

 

293 

 

Other assets

 

18,176 

 

 

17,286 

 

 

 

 

 

 

 

TOTAL ASSETS

$

177,690 

 

$

165,781 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

Policy benefits and claims

$

35,673 

 

$

33,616 

 

Premium and claim funds payable

 

23,839 

 

 

18,881 

 

Commission payable

 

5,950 

 

 

4,672 

 

Accounts payable, accruals and other liabilities

 

13,398 

 

 

11,283 

 

State income taxes payable

 

605 

 

 

597 

 

Due to securities brokers

 

1,922 

 

 

58 

 

Due to reinsurers

 

751 

 

 

2,334 

 

 

 

 

 

 

 

Total liabilities

 

82,138 

 

 

71,441 

 

 

 

 

 

 

 

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 shares outstanding, respectively

 

92 

 

 

92 

 

 

Additional paid-in capital

 

79,757 

 

 

79,746 

 

 

Accumulated other comprehensive gain (loss)

 

276 

 

 

(154)

 

 

Treasury stock, at cost, 1,102,578 shares, respectively

 

(10,243)

 

 

(10,243)

 

 

Retained earnings

 

22,838 

 

 

22,139 

 

 

Total American Independence Corp. stockholders’ equity

 

92,720 

 

 

91,580 

 

Non-controlling interest in subsidiaries

 

2,832 

 

 

2,760 

 

 

Total equity

 

95,552 

 

 

94,340 

 

 

TOTAL LIABILITIES AND EQUITY

$

177,690 

 

$

165,781 





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