8-K 1 aug10amic8k.htm AMIC AUG 10 8K
 

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) August 9, 2005

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

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.

On August 9, 2005, American Independence Corp. issued a press release announcing net income for the second quarter and six months ended June 30, 2005. A copy of such release is furnished herewith as Exhibit 99.1. All information hereunder shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

  1. Exhibits

Exhibit 99.1 - Press release of American Independence Corp, dated August 9, 2005.

 

 

 

 

 

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

Vice President and Chief Financial Officer

 

Date:

 

August 10, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

AMERICAN INDEPENDENCE CORP.                                                                                                           CONTACT: DAVID T. KETTIG

485 MADISON AVENUE                                                                                                                                                                                                                      (212) 355-4141 Ext. 3047

NEW YORK, NEW YORK 10022                                                                                                                                                                                     www.americanindependencecorp.com

NASDAQ - AMIC

NEWS RELEASE

AMERICAN INDEPENDENCE CORP. ANNOUNCES

NET INCOME FOR THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2005

 

New York, New York, August 9, 2005. American Independence Corp. (NASDAQ: AMIC) today reported net income of $1.2 million ($.14 per share, diluted), net of a provision for income taxes of $.7 million, for the three months ended June 30, 2005 compared to $1.3 million ($.16 per share, diluted), net of a provision for income taxes of $.9 million for the three months ended June 30, 2004. The decrease in income in the second quarter of 2005, as compared to the second quarter of 2004, is largely due to decreased MGU fee income resulting from lower production in 2005 and reduced profit commissions in the quarter. MGU production has been negatively impacted by stricter underwriting guidelines, and profit sharing commissions are lower due to higher loss ratios in prior treaty years. Revenues amounted to $21.1 million for the three months ended June 30, 2005, compared to revenues of $20.0 million for the three months ended June 30, 2004, largely due to an increase in the percentage of premiums assumed from Independence Holding Company (NYSE:IHC). For as long as AMIC utilizes its net operating loss carryforwards, it will not pay any income taxes, except for Federal alternative minimum taxes and state income taxes.

AMIC also reported net income of $2.4 million ($.28 per share, diluted) for the six months ended June 30, 2005 compared to $2.9 million ($.34 per share, diluted) for the six months ended June 30, 2004. Revenues amounted to $41.1 million for the six months ended June 30, 2005, compared to revenues of $37.4 million for the six months ended June 30, 2004.

On a non-GAAP basis, the Company's income from continuing operations excluding amortization and Federal income tax charge related to deferred taxes for the three months ended June 30, 2005 was $2.1 million ($.24 per share, diluted) as compared to $2.4 million ($.27 per share, diluted) for the three months ended June 30, 2004, and relatively flat when compared to the first quarter of 2005. On a non-GAAP basis, the Company's income from continuing operations excluding amortization and federal income tax charge for the six months ended June 30, 2005 was $4.1 million ($.48 per share, diluted) as compared to $5.1 million ($.59 per share, diluted) for the six months ended June 30, 2004.

The Company also reported that its Board of Directors has approved IHC increasing its ownership from 42% to 49% of AMIC's outstanding common stock.

Roy T.K. Thung, Chief Executive Officer, commented, "We are pleased with our 2005 results to date given the continuing "soft" medical stop-loss market, which has caused us to tighten our underwriting guidelines and resulted in lower production.  The Company has increased the percentage of such business it assumes from IHC, and has diversified its premium base by reinsuring other lines of business, including employer-sponsored major medical, short-term medical and New York State disability.  The full impact of these new lines of business will not be realized until 2006. AMIC remains quite profitable and we are hopeful that our underwriting discipline and increase in premiums will produce greater profits for Independence American and higher profit commissions for the MGUs in future years. We continue to be optimistic as to our long-term prospects."

The Company provides non-GAAP financial measures to complement its consolidated financial statements presented in accordance with GAAP. These non-GAAP financial measures are intended to supplement the user's overall understanding of the Company's current financial performance and its prospects for the future. Specifically, the Company believes the non-GAAP results provide useful information to both management and investors by identifying certain expenses that, when excluded from the GAAP results, may provide additional understanding of the Company's core operating results or business performance. However, these non-GAAP financial measures are not intended to supersede or replace the Company's GAAP results. A reconciliation of the non-GAAP results to the GAAP results is provided in the "Reconciliation of GAAP Income from Continuing Operations to Non-GAAP Income from Continuing Operations" schedule below. Operating results reported on a non-GAAP basis exclude non-cash charges related to the amortization of intangible assets recorded in purchase accounting and the Federal income tax charge related to deferred taxes.

AMIC is a holding company principally engaged in the health insurance and reinsurance business through Independence American Insurance Company and its managing general underwriter division.

Some of the statements included herein may be considered to be forward looking statements that are subject to certain risks and uncertainties. Factors which could cause the actual results to differ materially from those suggested by such statements are described from time to time in AMIC's filings with the Securities and Exchange Commission.

AMERICAN INDEPENDENCE CORP.

SECOND QUARTER REPORT

JUNE 30, 2005

(in Thousands Except Per Share Data)

   

Three Months Ended

Six Months Ended
   

June 30,

 

June 30,
   

2005

  

2004

  

2005

  

2004
                 

Premiums earned

$

16,782

$

14,476

$

32,350

$

27,172

MGU fee income

  

3,489

  

4,849

  

7,344

  

8,889

Net Investment income

  

607

  

559

  

1,130

  

1,105

Net realized gains

  

171

  

126

  

214

  

256

Other income

  

19

  

5

  

92

  

10
                 

Revenues

  

21,068

  

20,015

  

41,130

  

37,432
                 

Insurance benefits, claims and reserves

  

10,111

  

9,667

  

20,176

  

17,343

Selling and general expenses

  

8,515

  

7,340

  

16,108

  

13,852

Amortization and depreciation

  

271

  

421

  

550

  

803

Other expenses

  

208

  

345

  

410

  

600
                 

Expenses

  

19,105

  

17,773

  

37,244

  

32,598
                 

Income from continuing operations before income tax

  

1,963

  

2,242

  

3,886

  

4,834

Provision for income tax

  

742

  

901

  

1,471

  

1,911
                 

Income from continuing operations

  

1,221

  

1,341

  

2,415

  

2,923

Income from discontinued operations, net of income tax

  

-

  

-

  

-

  

10
                 

Net income

$

1,221

$

1,341

$

2,415

$

2,933
                 

Basic Income Per Common Share:

                

Income from continuing operations

$

.14

$

.16

$

.29

$

.35

Income from discontinued operations

  

-

  

-

  

-

  

-
                 

Net income

$

.14

$

.16

$

.29

$

.35
                 

Weighted average basic common shares

  

8,447

  

8,436

  

8,445

  

8,430
                 

Diluted Income Per Common Share:

                

Income from continuing operations

$

.14

$

.16

$

.28

$

.34

Income from discontinued operations

  

-

  

-

  

-

  

-
                 

Net income

$

.14

$

.16

$

.28

$

.34
                 

Weighted average diluted common shares

  

8,545

  

8,609

  

8,546

  

8,599

As of June 30, 2005, there were 8,447,223 common shares outstanding, net of treasury shares.

 

RECONCILIATION of GAAP INCOME FROM CONTINUING OPERATIONS TO NON-GAAP INCOME FROM CONTINUING OPERATIONS

(In Thousands Except Per Share Data)

 

Three Months Ended

  

Six Months Ended
 

June 30,

  

June 30,
   

2005

  

2004

  

2005

  

2004
                 

Income from continuing operations

$

1,221

$

1,341

$

2,415

$

2,923

Amortization of intangible assets related to purchase

               
 

accounting

  

202

  

334

  

405

  

658

Federal income tax charge related to deferred taxes

  

640

  

677

  

1,256

  

1,484
                 

Income from continuing operations excluding

               
 

amortization and federal income tax charge

$

2,063

$

2,352

$

4,076

$

5,065
                 

Non - GAAP Basic Income Per Common Share:

                

Income from continuing operations excluding

               
 

amortization and federal income tax charge

$

.24

$

.28

$

.48

$

.60
                 

Non - GAAP Diluted Income Per Common Share:

                

Income from continuing operations excluding

               
 

amortization and federal income tax charge

$

.24

$

.27

$

.48

$

.59