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 7, 2013


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 7, 2013, American Independence Corp. issued a press release announcing results of operations for the three months and twelve months ended December 31, 2012, 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 7, 2013.


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 7, 2013




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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

2012 FOURTH-QUARTER AND ANNUAL RESULTS


New York, New York, March 7, 2013.  American Independence Corp. (NASDAQ: AMIC) today reported 2012 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 attributable to AMIC increased to $7.2 million ($.87 per share, diluted), for the three months ended December 31, 2012, compared to $0.5 million ($.06 per share, diluted), for the three months ended December 31, 2011.  Due to our profitability in 2012 and projected continuing profitable results, AMIC’s net income and operating income for the fourth quarter and year ended December 31, 2012 were positively impacted by an increase of $5.9 million in the deferred tax asset related to our federal net operating loss carryforwards (“NOLs”).


Revenues increased to $29.4 million for the three months ended December 31, 2012, compared to revenues of $21.4 million for the three months ended December 31, 2011, primarily due to an increase in premiums.


Net income attributable to AMIC increased to $9.6 million ($1.16 per share, diluted), for the year ended December 31, 2012, compared to $2.5 million ($.29 per share, diluted), for the year ended December 31, 2011.  Revenues increased to $101.9 million for the year ended December 31, 2012, compared to revenues of $88.0 million for the year ended December 31, 2011, primarily due to an increase in premiums.


The Company's operating income1 for the three months ended December 31, 2012 was $1.5 million ($.19 per share, diluted), as compared to $0.7 million ($.08 per share, diluted) for the three months ended December 31, 2011.  Operating income was $5.3 million ($.64 per share, diluted), for the year ended December 31, 2012, as



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compared to $3.5 million ($.41 per share, diluted) for the year ended December 31, 2011.


Chief Executive Officer’s Comments


Roy Thung, Chief Executive Officer, commented, “We continue to experience growth and improved loss ratio results in our stop-loss line from business underwritten by IHC Risk Solutions.  We are excited by the growth and returns on our pet line of business and our expansion into new lines of business, including non-subscriber occupational accident and international insurance, and our new direct-to-consumer tools and distribution platforms.  Our financial condition and balance sheet remain strong.  We have no debt and have grown our book value to $12.59 per share at December 31, 2012 from $11.36 per share at December 31, 2011."


Valuation Allowance Relating to the Deferred Tax Asset


In the fourth quarter of 2012, the Company further reduced the valuation allowance relating to the deferred tax asset, which caused a corresponding increase in such deferred tax asset.  The valuation allowance relates to the likelihood that AMIC might not be able to fully utilize its prior tax year federal NOLs.  AMIC reviews the valuation allowance on a quarterly basis to determine the reasonableness of the amount.  Based upon AMIC’s profitability in 2012 and projections of future profitable results, it was appropriate to further reduce the valuation allowance in the fourth quarter of 2012 in the amount of $5.9 million, which resulted in an increase in net income.  


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 attributable to AMIC 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 Income from Continuing Operations” schedule below.  


About American Independence Corp.


AMIC, through Independence American Insurance Company and its other subsidiaries, offers major medical for individuals and families, medical stop-loss, small group major medical, short-term medical, various supplemental products, pet insurance, and non-subscriber occupational accident and international coverages.  AMIC provides



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to the individual and self-employed markets health insurance and related products, which are distributed through its subsidiaries, IPA Family, LLC, healthinsurance.org, LLC, and IHC Specialty Benefits, Inc.  AMIC markets medical stop-loss through its marketing and administrative company IHC Risk Solutions, LLC.


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.  AMIC expressly disclaims any duty to update its forward-looking statements or earnings guidance, and does not undertake to provide any such guidance in the future.



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AMERICAN INDEPENDENCE CORP.

FOURTH QUARTER REPORT

DECEMBER 31, 2012

(In thousands except per share data)



 

 

Three Months Ended

 

Year Ended

 

 

December 31,

 

December 31,

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Premiums earned

$

23,706 

$

17,875 

$

83,778 

$

72,448 

Fee and agency income

 

4,692 

 

2,842 

 

15,441 

 

12,647 

Net investment income

 

544 

 

459 

 

2,126 

 

2,189 

Net realized investment gains

 

403 

 

197 

 

603 

 

520 

Net impairment losses recognized in earnings

 

 

(69)

 

(189)

 

(89)

Other income

 

26 

 

73 

 

126 

 

323 

 

 

 

 

 

 

 

 

 

 

Revenues

 

29,371 

 

21,377 

 

101,885 

 

88,038 

 

 

 

 

 

 

 

 

 

Insurance benefits, claims and reserves

 

15,911 

 

11,652 

 

56,849 

 

47,768 

Selling, general and administrative expenses

 

10,988 

 

8,577 

 

37,875 

 

34,924 

Amortization and depreciation

 

237 

 

210 

 

509 

 

855 

 

 

 

 

 

 

 

 

 

 

Expenses

 

27,136 

 

20,439 

 

95,233 

 

83,547 

 

 

 

 

 

 

 

 

 

Income before income tax

 

2,235 

 

938 

 

6,652 

 

4,491 

State income tax

 

(43)

 

(39)

 

(81)

 

(49)

Federal income tax – current and deferred

 

(672)

 

(259)

 

(1,929)

 

(1,258)

Federal income tax – reduction of valuation allowance

 

5,900 

 

 

5,900 

 

 

 

 

 

 

 

 

 

 

Net income

 

7,420 

 

640 

 

10,542 

 

3,184 

 

Less: Net income attributable to the non-controlling interest

 

(262)

 

(133)

 

(950)

 

(690)

 

 

 

 

 

 

 

 

 

Net income attributable to American Independence Corp.

$

7,158 

$

507 

$

9,592 

$

2,494 

 

 

 

 

 

 

 

 

 

Basic income per common share:

 

 

 

 

 

 

 

 

 

Net income attributable to                   

 

 

 

 

 

 

 

 

 

 

American Independence Corp. common stockholders

$

.87 

$

.06 

$

1.16 

$

.29 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

8,272 

 

8,434 

 

8,272 

 

8,497 

 

 

 

 

 

 

 

 

 

Diluted income per common share:

 

 

 

 

 

 

 

 

 

Net income attributable to

 

 

 

 

 

 

 

 

 

 

American Independence Corp. common stockholders

$

.87 

$

.06 

$

1.16 

$

.29 

 

 

 

 

 

 

 

 

 

Weighted-average diluted shares outstanding

 

8,272 

 

8,434 

 

8,272 

 

8,497 


As of December 31, 2012 there were 8,272,332 common shares outstanding, net of treasury shares.



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AMERICAN INDEPENDENCE CORP.

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

(In thousands except per share data)


 

 

 Three Months Ended

 

 Year Ended

 

 

 December 31,

 

 December 31,

 

 

2012


2011

 

2012

 

 2011

 

 

 

 

 

 

 

 

 

Net income attributable to AMIC

$

7,158 

 $

507 

$

9,592 

$

2,494 

Amortization of intangible assets related to purchase accounting

 

30 

 

34 

 

124 

 

135 

Net realized investment gains

 

(403)

 

(197)

 

(603)

 

(520)

Net impairment losses recognized in earnings

 

 

69 

 

189 

 

89 

Federal income tax charge related to deferred taxes for operating income

 

647 

 

291 

 

1,868 

 

1,258 

Reduction of valuation allowance  related to deferred tax asset

 

(5,900)

 

 

(5,900)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income from continuing operations

$

1,532 

 $

704 

$

5,270 

$

3,456 

 

 

 

 

 

 

 

 

 

Non - GAAP Basic Income Per Common Share:

$

.19 

$

.08 

$

.64 

$

.41 

 

 

 

 

 

 

 

 

 

Non - GAAP Diluted Income Per Common Share:

$

.19 

$

.08 

$

.64 

$

.41 



Footnotes

1 Operating income is a non-GAAP measure and is defined as net income attributable to AMIC excluding non-cash charges related to the amortization of certain intangible assets recorded in purchase accounting, net realized investment gains and losses, and the federal income tax charge and reduction of valuation allowance related to deferred tax asset. 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 income from continuing operations to operating income is included in this press release.




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