EX-16.(C)(1) 2 kcli-ex1.htm FAIRNESS ANALYSIS PRESENTATION kcli-ex1.htm
1
Fairness Analysis
Presentation to the Board of Directors of Kansas City Life
Insurance Company
July 24, 2015
The information contained herein is of a confidential nature and is intended for the exclusive use of the persons or firm to whom it is furnished by us. 
Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff & Phelps, LLC.
CONFIDENTIAL
 
 

 
2
Duff & Phelps Disclaimer
§ The following pages contain material that is being provided by Duff & Phelps, LLC (“Duff & Phelps”) to the independent valuation committee (the
 
Independent Valuation Committee”) of the board of directors (the “Board of Directors”) of Kansas City Life Insurance Company (the “Company”) in the
 context of a meeting held to consider a Proposed Transaction (defined herein).
§ The accompanying material was, and any Opinion (as defined herein) will be, compiled on a confidential basis for the sole use and benefit of the
 Independent Valuation Committee in connection with its evaluation of the Proposed Transaction and may not be distributed to any other party, publicly
 disclosed, or relied upon for any other purpose without the prior written consent of Duff & Phelps; provided that these materials may be distributed to
 senior management of the Company, the Board of Directors and outside legal advisors engaged in connection with the Proposed Transaction to
 represent the Company, the Independent Valuation Committee or the Board of Directors.
§ Because this material was prepared for use in the context of an oral presentation to the Independent Valuation Committee, neither the Company nor Duff
 & Phelps, nor any of their respective legal or financial advisors, take any responsibility for the accuracy or completeness of any of the material if used by
 persons other than the Independent Valuation Committee or the Board of Directors.
§ These materials are not intended to represent an Opinion but rather to serve as discussion materials for the Independent Valuation Committee and as a
 summary of the basis upon which Duff & Phelps may render an Opinion.
§ Any Opinion provided by Duff & Phelps would not: (i) address the merits of the underlying business decision to enter into the Proposed Transaction
 versus any alternative strategy or transaction; (ii) address any transaction related to the Proposed Transaction; (iii) be a recommendation as to how the
 Independent Valuation Committee, the Board of Directors or any shareholder should vote or act with respect to any matters relating to the Proposed
 Transaction, or whether to proceed with the Proposed Transaction or any related transaction; (iv) indicate that the Per Share Consideration paid or
 received is the best possibly attainable under any circumstances; or (v) create any fiduciary duty on Duff & Phelps’ part to any party.
§ The information utilized in preparing this presentation was obtained from the Company and from public sources. Any estimates and projections contained
 herein have been prepared by the management of the Company and involve numerous and significant subjective determinations, which may or may not
 prove to be correct. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing
 contained herein is, or shall be relied upon as, a representation, whether as to the past or the future. Duff & Phelps did not attempt to independently verify
 such information.
§ No selected company or transaction used in our analysis is directly comparable to the Company or the Proposed Transaction.
CONFIDENTIAL
 
 

 
3
Table of Contents
CONFIDENTIAL
1. Executive Summary
2. Kansas City Life Insurance Company Trading Analysis
3. Valuation Analysis
Appendix
1. “Go-Dark” Transactions Analysis
2. Selected Public Companies’ Revenue Segmentation
 
 

 
4
Executive Summary
Section 1
 
 

 
5
Executive Summary
The Proposed Transaction
§ Duff & Phelps’ understanding of the “Proposed Transaction” is as follows:
 The Company intends, subject to approval of its shareholders, to effect a 1-for-250 reverse stock split of its common stock. Shareholders that would
 otherwise receive less than one full share of common stock would in lieu of receiving a fractional share would receive $52.50 in cash (the “
Per Share
 Consideration
”).
 Following the reverse stock split, the Company would affect a 250-for-1 forward stock split, returning its outstanding shares to their original pre-split state.
 The Company estimates that it will cancel approximately 196,538 shares of its common stock in the Proposed Transaction, or approximately 1.84% of the
 shares of common stock outstanding as of the date hereof, for an aggregate cost of approximately $10,318,245.
 Following the Proposed Transaction, the Company would suspend the registration of its common stock under Section 12(b) of the Securities Exchange
 Act of 1934, as amended, and would terminate the listing of its common stock on the NASDAQ Capital Market LLC.
§ The ratios to be used for the reverse and forward stock splits were determined by the Board of Directors and the amount of the Per Share Consideration
 was determined by the Board of Directors based upon the recommendation of the Independent Valuation Committee. Shareholders whose shares are
 cancelled and converted into the right to receive the Per Share Consideration are referred to herein as the “
Cashed-out Shareholders”.
The Engagement
§ The Independent Valuation Committee has engaged Duff & Phelps to serve as an independent valuation advisor to the Independent Valuation
 Committee (solely in its capacity as such) to provide an opinion (the “
Opinion”) as to the fairness, from a financial point of view, to: (i) the Cashed-out
 Shareholders of the Per Share Consideration to be received by such holders in the Proposed Transaction; (ii) the Company (including its continuing
 shareholders) of the Per Share Consideration to be paid by the Company to the Cashed-out Shareholders in the Proposed Transaction; and (iii) the
 public shareholders of the Company (other than R. Philip Bixby, Walter E. Bixby, Nancy B. Hudson and their respective affiliates) who will remain
 shareholders after the Proposed Transaction of the Per Share Consideration to be paid by the Company to the Cashed-out Shareholders in the Proposed
 Transaction (without giving effect to any impact of the Proposed Transaction on any particular shareholder other than in its capacity as a shareholder).
CONFIDENTIAL
 
 

 
6
Executive Summary
Scope of Analysis
Duff & Phelps has made such reviews, analyses and inquiries as it has deemed necessary and appropriate under the circumstances. Duff & Phelps also
 took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in
 general, and with respect to similar transactions, in particular. Duff & Phelps’ procedures, investigations, and financial analysis with respect to the
 preparation of its Opinion included, but were not limited to, the items summarized below.
§ Reviewed the following documents:
  The Company’s Annual Reports on Form 10-K (including the audited financial statements of the Company included therein) filed with the Securities
 and Exchange Commission (“
SEC”) for the years ended December 31, 2013 and 2014 and the Company’s Quarterly Report on Form 10-Q for the
 quarter ended March 31, 2015 (including the unaudited interim financial statements of the Company included therein) filed with the SEC; and
  Other internal documents relating to the history, current operations, and probable future outlook of the Company provided to us by management of the
 Company;
§ Discussed the information referred to above and the background and other elements of the Proposed Transaction with the management of the Company;
§ Reviewed the historical trading price and trading volume of the Company’s common stock, and financial information and stock market information of
 certain other companies whose securities are publicly traded and that Duff & Phelps deemed relevant;
§ Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including an analysis of selected
 public companies that Duff & Phelps deemed relevant and an analysis of selected transactions that Duff & Phelps deemed relevant; and
§ Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate.
CONFIDENTIAL
 
 

 
7
Executive Summary
Equity Value per Share Range
CONFIDENTIAL
(1) Excludes $3.3 million of revenue net of tax recognized from the sale of Sunset Financial Services in Q4 2014
(2) Includes transactions since January 2013
Note: Financial data as of March 31, 2015; operating income and earnings include estimated cost savings from delisting
 
 

 
8
Executive Summary
Valuation Conclusion Versus Proposed Transaction
CONFIDENTIAL
 
 

 
9
Executive Summary
Selected “Go-Dark” Transactions Analysis
§ As more fully described in the Appendix 1, Duff & Phelps reviewed 48 “go-dark” transactions by means a reverse/forward stock split or cash out merger.
§ Of the 48 transactions reviewed, the list was further refined to 9 transactions by excluding (i) companies with market capitalizations under $20.0 million
 (ii) the cash-out of greater than 5% of the company’s total shares outstanding and (iii) transactions values less than $1.0 million.
§ Following is a summary of 9 transactions described in the previous bullet including the percentage of shares cashed-out, percentage dilution associated
 with the total dollar amount of premium paid and the percentage premium paid per share for the transactions.
§ Duff & Phelps relied on the reported acquisition price paid by these companies in connection with the comparable transactions and compared that price
 to the most recently reported trading prices for the same shares to determine a difference in price (i.e., premium or discount). Duff & Phelps did not
 consider the trading history or fundamental value of the stock for the transactions reviewed other than the last recorded trading price (for purposes of
 comparison to the acquisition price paid to the selected transactions).
CONFIDENTIAL
 
 

 
10
Executive Summary
KCLI Illustrative Dilution Example
§ Following is a summary of the dilution associated with an illustrative transaction. In this illustrative transaction, the Per Share Consideration for fractional
 shares is assumed to be $52.50 with 196,538 shares representing approximately 1.84% of total shares outstanding being cashed out. The resulting
 dilution is 0.3228%.
§ Duff & Phelps also reviewed a sensitivity of the dilution based on the Per Share Consideration for fractional shares and the percentage of shares
 outstanding being cashed out.
CONFIDENTIAL
 
 

 
11
Kansas City Life Insurance Company Trading
Analysis
Section 2
 
 

 
12
Kansas City Life Insurance Company Trading Analysis
CONFIDENTIAL
 
 

 
13
Kansas City Life Insurance Company Trading Analysis
CONFIDENTIAL
 
 

 
14
Kansas City Life Insurance Company Trading Analysis
CONFIDENTIAL
 
 

 
15
Kansas City Life Insurance Company and Comps Stock Performance
CONFIDENTIAL
Source: Capital IQ
Note: Comparable Company Index includes American Equity Investment Life, American National Insurance, FBL Financial Group, Lincoln National Corporation, National Western Life Insurance, Symetra Financial and Torchmark Corporation; Fidelity &
Guaranty was excluded from the Index because it became public on December 13, 2013
 
 

 
16
Kansas City Life Insurance Company Trading Analysis
CONFIDENTIAL
Historical Price / LTM Operating Income
Historical Price / Book Value & LTM ROAE (Excl. AOCI)
Median: 17.2x
Average: 17.3x
Median: 0.57x
Average: 0.59x
 
 

 
17
Kansas City Life Insurance Company Trading Analysis
CONFIDENTIAL
 
 

 
18
Valuation Analysis
Section 3
 
 

 
19
Industry Overview and Trends
CONFIDENTIAL
§ Life insurers continue to face the challenges of an extended low-interest-rate environment and overcapacity in the industry. The persistently low interest
 rates have resulted in new money investment rates below investment portfolio yields and have caused interest-rate-driven margin pressure.  In an
 attempt to counter this impact, some insurers have:
  Started to go “back to basics” by focusing on traditional whole and term life and supplemental health insurance; and
  Employed a variety of tools such as:(i) product re-pricing and/or hedging to reduce interest rate risk exposure and (ii) diversifying investment portfolios
 by investing in alternative assets such as commercial real estate and commercial mortgage-backed securities.
§ To the extent an interest rate recovery takes longer to materialize and new money rates remain below those used in DAC and reserving assumptions, the
 risk of adverse earnings and balance sheet impacts will continue to be an overhang for U.S. life insurers.
§ Many insurers have excess capital and, given the overcapacity in the industry, are returning capital to shareholders in the form of share buybacks, which
 is likely to remain a core capital management strategy in 2015.
§ M&A activity has continued to accelerate in the first quarter of 2015 with 13 announced or closed deals totaling $24.4 billion versus 10 announced or
 closed deals totaling $3.7 billion in the first quarter of 2014. The average deal value for the first quarter of 2015 was $1.9 billion with the largest being Dai-
 Ichi Life Insurance Company's $8.7 billion acquisition of Protective Life Corporation.
§ Valuations for many public firms have remained at the lower end of historical ranges, reflecting the many challenges facing the industry that have resulted
 in a combination of slow growth, lack of transparency, and more volatile earnings streams. 
  The industry is starting to bifurcate between those insurers who are adjusting to the persistent low interest rate environment and industry overcapacity
 by embracing the use of technology, strategic acquisitions, and effective capital management and those insurers who are unwilling or unable to adapt
 to the “new normal”; these dynamics are expected to have a strong impact on valuation. 
  During the financial crisis, there was downward pressure on price / book multiples but valuations have “re-rated” in line with pre-crisis levels.
  Price / earnings multiples of the U.S. life insurers remain lower than that of other financial services sectors including asset managers, large cap banks,
 broker-dealers, universal banks and P&C insurers.
§ Historically, life insurers’ price / book multiples have been highly correlated with their ROE results. It is also important to compare an insurer’s ROE
 versus its cost of capital. Life insurers usually operate on a thin margin between the two metrics. While many insurers strive for a double-digit ROE, the
 average ROE in recent years has remained in the mid- to high-single-digit range for most life insurers.(1)
§ Price / tangible book value multiples of the top 20 life insurance companies (based on market cap) have remained flat, on average, at approximately 1.5x
 for the 12 month period between 3/31/14 and 3/31/15; whereas price / earnings multiples have increased slightly, on average, from approximately 12.2x
 to 13.7x (an approximate 12% increase).
§ Going forward, analysts expect the environment for the life insurance industry to continue to remain neutral relative to the general economy.  Key general
 economic indicators such as interest rates and demographics drive demand for policyholders and are expected to continue to be strong predictors for the
 performance of the industry.
§ Within the industry, the Company remains a smaller player relative to its peer group and the selected public companies utilized in this analysis. It lags the
 comparable companies’ median and mean revenue and operating income growth and return on average equity excluding AOCI.
(1) S&P Insurance: Life & Health Industry Survey, October 2014
Source: S&P Insurance Industry Survey, April 2015; pwc Insurance Valuation Quarterly Update, Q1 2015; Capital IQ
 
 

 
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Valuation Analysis
CONFIDENTIAL
 
 

 
21
Valuation Analysis
Selected Public Companies Analysis
§ Duff & Phelps reviewed the current trading multiples of publicly traded companies that it determined to be relevant to its analysis.
§ Duff & Phelps analyzed the 3-year average, LTM and projected operating income and net income for each of the publicly traded companies.
§ Duff & Phelps analyzed the selected public companies’ trading multiples of stock price to their respective book value per share and operating earnings
 per share.
§ Duff & Phelps analyzed a number of factors in comparing the Company to the selected public companies including historical and forecasted growth in
 revenues and profits, profit margins, returns on equity and other characteristics that we deemed relevant.
None of the companies utilized for comparative purposes in the following analysis are directly comparable to the Company. Duff & Phelps does
 not have access to nonpublic information on any of the companies used for comparative purposes. Accordingly, a complete valuation
 analysis cannot be limited to a quantitative review of the selected companies, and involves complex considerations and judgments
 concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value
 relative to that of the Company.
CONFIDENTIAL
 
 

 
22
Valuation Analysis
Selected Public Companies Analysis - Financial Performance (GAAP)
CONFIDENTIAL
 
 

 
23
Valuation Analysis
Selected Public Companies Analysis - Financial Performance (Statutory)
CONFIDENTIAL
 
 

 
24
Valuation Analysis
Selected Public Companies Analysis - Valuation Multiples
CONFIDENTIAL
 
 

 
25
Valuation Analysis
Selected Public Companies Analysis - Regression Analysis
CONFIDENTIAL
(1) Excludes Accumulated Other Comprehensive Income (AOCI)
P / Book Value1 vs. 3-YR Avg. Op. Income ROAE1
Actual P / BV= 0.66
Implied P / BV = 0.71
Actual P / BV= 0.66
Implied P / BV = 0.59
NWLI
ANAT
SYA
FFG
LNC
AEL
NWLI
FGL
SYA
FFG
LNC
AEL
TMK
P / Book Value1 vs. 2015 ROAE1
P / Book Value1 vs. LTM Op. Income ROAE1
FGL
SYA
FFG
AEL
LNC
TMK
Actual P / BV= 0.66
Implied P / BV = 0.75
TMK
ANAT
 
 

 
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Valuation Analysis
Selected Public Companies Analysis Conclusion
§ Duff & Phelps selected valuation multiples for the Company based upon the regression analysis summarized on the previous page.
CONFIDENTIAL
 
 

 
27
Valuation Analysis
Selected Public Companies Analysis Conclusion
§ Duff & Phelps selected valuation multiples for the Company based upon the median of the comparable companies analyzed and the Company’s current
 trading multiple.
CONFIDENTIAL
 
 

 
28
Valuation Analysis
Selected Public Companies Analysis Conclusion
§ Duff & Phelps selected valuation multiples for the Company based upon the median of the comparable companies analyzed and the Company’s current
 trading multiple.
CONFIDENTIAL
 
 

 
29
Valuation Analysis
Selected Public Companies Analysis Conclusion
§ Duff & Phelps selected valuation multiples for the Company based upon the median of the comparable companies analyzed and the Company’s current
 trading multiple.
CONFIDENTIAL
 
 

 
30
“Go-Dark” Transactions Analysis
Appendix 1
 
 

 
31
“Go-Dark” Transactions Analysis
Selected “Go-Dark” Transactions Analysis
§ Duff & Phelps reviewed 48 “go-dark” transactions by means a reverse/forward stock split or cash out merger.
§ Duff & Phelps screened transactions based on the following criteria (source information was obtained from Capital IQ and company SEC filings):
 Transaction announced after January 1, 2005;
 Reverse split / forward split transactions with cash paid for fractional shares;
 Cash out merger with cash paid to shareholders holding a number of shares under a predetermined amount;
 Filing of Form 15 with the SEC to deregister its common stock under the Securities Exchange Act of 1934;
 Market capitalization at the time of announcement of greater than $10 million; and
 Per share cash paid for fractional shares greater than $1.00 per share;
§ The analysis included premiums paid for fractional shares as well has the percentage dilution associated with the total dollar amount of premium paid for
 each of the transactions.
§ Duff & Phelps relied on the reported acquisition price paid by these companies in connection with the comparable transactions and compared that price
 to the most recently reported trading prices for the same shares to determine a difference in price (i.e., premium or discount). Duff & Phelps did not
 consider the trading history or fundamental value of the stock for the 48 transactions reviewed other than the last recorded trading price (for purposes of
 comparison to the acquisition price paid to the selected transactions).
None of the selected transactions involves companies that are identical to Kansas City Life Insurance Company and Duff & Phelps does not have
 access to non-public information regarding these companies and transaction.
CONFIDENTIAL
 
 

 
32
“Go-Dark” Transactions Analysis
CONFIDENTIAL
 
 

 
33
CONFIDENTIAL
 
 

 
34
Selected Public Companies’ Revenue
Segmentation
Appendix 2
 
 

 
35
Selected Public Companies’ Revenue Segmentation1
CONFIDENTIAL
Kansas City Life Insurance
American Equity Investment Life
Source: Capital IQ, Company Filings
Old American
19%
Group
13%
Individual
68%
Insurance &
Annuities
100%
P&C
39%
Life
25%
Annuities
24%
Health
8%
Other
5%
Life
56%
Annuities
29%
Other
14%
Insurance &
Annuities
100%
Life
45%
Annuities
28%
Group
Protection
18%
Retirement
8%
Other
3%
Annuities
59%
Life
33%
Other
6%
Corporate
2%
Benefits
30%
Deferred
Annuities
29%
Life
22%
Income
Annuities
19%
Life
50%
Health
22%
Investment
19%
Medicare
9%