8-K 1 f8k4q.htm AMIC 8-K 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)      March 17, 2011


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 is intended to be furnished under this Item 2.02 “Results of Operations and Financial Condition.”  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 17, 2011, American Independence Corp. issued a press release announcing results of operations for the three months and twelve months ended December 31, 2010, 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 17, 2011.


The information in this Form 8-K and 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, unless expressly set forth by specific reference in such filing.





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 17, 2011




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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

2010 FOURTH-QUARTER AND ANNUAL RESULTS


New York, New York, March 17, 2011.  American Independence Corp. (NASDAQ: AMIC) today reported 2010 fourth-quarter and annual results.  This press release contains both GAAP and non-GAAP financial information for which reconciliations can be found at the end of this release.


Financial Results


Net income decreased to $0.2 million ($.02 per share, diluted), for the three months ended December 31, 2010, compared to $0.5 million ($.06 per share, diluted), for the three months ended December 31, 2009.  Net income decreased to $2.1 million ($.25 per share, diluted), for the year ended December 31, 2010, compared to $2.6 million ($.31 per share, diluted), for the year ended December 31, 2009.


The Company's operating income1 for the three months ended December 31, 2010 was $1.3 million ($.15 per share, diluted), as compared to $0.9 million ($.10 per share, diluted) for the three months ended December 31, 2009.  Operating income was $4.6 million ($.54 per share, diluted), for the year ended December 31, 2010, as compared to $4.3 million ($.51 per share, diluted) for the year ended December 31, 2009.


Revenues decreased to $21.0 million for the three months ended December 31, 2010, compared to revenues of $25.1 million for the three months ended December 31, 2009.  Revenues decreased to $89.4 million for the year ended December 31, 2010, compared to revenues of $104.2 million for the year ended December 31, 2009, primarily due to a reduction of premiums.


Chief Executive Officer’s Comments


Roy Thung, Chief Executive Officer, commented, “We are gratified with our improved operating earnings for the fourth quarter of 2010 of $1.3 million or $.15 per



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share from $0.9 million or $.10 per share for the comparable period of 2009.  Our financial condition and balance sheet remain strong.  We have no debt, $274 million of federal net operating loss carryforwards, and have grown our book value to $10.82 per share at December 31, 2010 from $10.46 per share at December 31, 2009.  Our investment portfolio is rated, on average, AA and has a low duration although we are experiencing pressure on investment income due to lower yields on our fixed income portfolio."


Non-GAAP Financial Measures


The Company provides non-GAAP financial measures to complement its consolidated financial statements presented in accordance with GAAP: (i) Operating income is net income excluding non-cash charges related to the amortization of intangible assets recorded in purchase accounting, net realized investment gains (losses), and the federal income tax charge related to deferred taxes due to its federal net operating loss carryforwards, and (ii) Operating income per share is operating income (loss) on a per share basis. 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 Operating Income from Continuing Operations” schedule below.  


About American Independence Corp.


AMIC, through Independence American Insurance Company and its other subsidiaries, offers health insurance solutions to individuals and employer groups.  AMIC provides to the individual and self-employed markets health insurance and related products, which are distributed through its subsidiaries, Independent Producers of America, LLC and healthinsurance.org, LLC.  AMIC markets medical stop-loss through managing general underwriters, including Marlton Risk Group LLC and Risk Assessment Strategies, Inc.


Certain statements in this news 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 which 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, 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.



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AMERICAN INDEPENDENCE CORP.

FOURTH QUARTER REPORT

DECEMBER 31, 2010

(In thousands except per share data)



 

 

Three Months Ended

 

Year Ended

 

 

December 31,

 

December 31,

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

Premiums earned

$

18,209 

$

20,452 

$

73,859 

$

85,515 

MGU and agency income

 

3,133 

 

3,934 

 

13,425 

 

15,340 

Net investment income

 

631 

 

663 

 

2,518 

 

2,924 

Net realized investment gains (losses)

 

(689)

 

41 

 

(244)

 

275 

Other-than-temporary impairment losses

 

(150)

 

 

(179)

 

Other income (loss)

 

(158)

 

(14)

 

25 

 

193 

 

 

 

 

 

 

 

 

 

 

Revenues

 

20,976 

 

25,076 

 

89,404 

 

104,247 

 

 

 

 

 

 

 

 

 

Insurance benefits, claims and reserves

 

12,087 

 

14,857 

 

50,226 

 

59,658 

Selling, general and administrative expenses

 

8,278 

 

9,070 

 

34,244 

 

39,109 

Amortization and depreciation

 

215 

 

213 

 

861 

 

842 

 

 

 

 

 

 

 

 

 

 

Expenses

 

20,580 

 

24,140 

 

85,331 

 

99,609 

 

 

 

 

 

 

 

 

 

Income before income tax

 

396 

 

936 

 

4,073 

 

4,638 

Provision for income taxes

 

70 

 

304 

 

1,091 

 

1,472 

 

 

 

 

 

 

 

 

 

Net income

 

326 

 

632 

 

2,982 

 

3,166 

 

Less: Net income attributable to the non-controlling interest

 

(166)

 

(111)

 

(883)

 

(554)

 

 

 

 

 

 

 

 

 

Net income attributable to American Independence Corp.

$

160 

$

521 

$

2,099 

$

2,612 

 

 

 

 

 

 

 

 

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

Net income attributable to American Independence Corp.

 

 

 

 

 

 

 

 

 

 

common stockholders

$

.02 

$

.06 

$

.25 

$

.31 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

8,509 

 

8,506 

 

8,509 

 

8,505 

 

 

 

 

 

 

 

 

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

Net income attributable to American Independence Corp.

 

 

 

 

 

 

 

 

 

 

common stockholders

$

.02 

$

.06 

$

.25 

$

.31 

 

 

 

 

 

 

 

 

 

Weighted-average diluted shares outstanding

 

8,509 

 

8,506 

 

8,509

 

8,505 


As of December 31, 2010 there were 8,508,591 common shares outstanding, net of treasury shares.



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AMERICAN INDEPENDENCE CORP.

RECONCILIATION OF GAAP NET INCOME TO NON-GAAP OPERATING INCOME

(In thousands except per share data)



 

 

 Three Months Ended

 

 Year Ended

 

 

 December 31,

 

 December 31,

 

 

2010


2009

 

2010

 

 2009

 

 

 

 

 

 

 

 

 

Net Income

$

326 

 $

632 

$

2,982 

$

3,166 

Amortization of intangible assets related to purchase accounting

 

34 

 

34 

 

135 

 

135 

Net realized investment (gains) losses

 

689 

 

(41)

 

244 

 

(275)

Other-than-temporary impairment losses

 

150 

 

 

179 

 

Federal income tax charge related to deferred taxes for operating income

 

69 

 

263 

 

1,023 

 

1,311 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

$

1,268 

 $

888 

$

4,563 

$

4,337 

 

 

 

 

 

 

 

 

 

Non - GAAP Basic Income Per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

$

.15 

$

.10 

$

.54 

$

.51 

 

 

 

 

 

 

 

 

 

Non - GAAP Diluted Income Per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

$

.15 

$

.10 

$

.54 

$

.51 



Footnotes

1 Operating income is a non-GAAP measure and is defined as net income excluding non-cash charges related to the amortization of certain intangible assets recorded in purchase accounting, net realized investment losses, losses from discontinued operations and the federal income tax charge related to deferred taxes. The Company believes that the presentation of operating income may offer a better understanding of the core operating results of the Company.  A reconciliation of net income to operating income is presented as an attachment to this press release.




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