8-K/A 1 amicjan2.htm 8K/A #349844 v8 - dkb softnet special mtg proxy re acquisition of first standard stock

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2002

AMERICAN INDEPENDENCE CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-05270

 

11-1817252

 

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

485 Madison Avenue-14th Floor New York, New York, 10022

(Address of principal executive offices including zip code)

 

(212) 355-4141

(Registrant's telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

TABLE OF CONTENTS

     
 

Item 7. Financial Statements and Exhibits.

 
     
 

SIGNATURES

 
     
     

 

 

 

 

 

 

 

 

 

The undersigned Registrant hereby amends the following items to its Current Report on Form 8-K, originally filed with the Securities and Exchange Commission on November 27,2002, as set forth below:

Item 7. Financial Statements and Exhibits.

 

(a)

 

Financial Statements of Business Acquired.

 

 

  1. Referenced are the following financial statements of Independence American Holdings Corp. ("IAHC")- the audited consolidated balance sheets as of December 31, 2001 and 2000, the related audited consolidated statements of operations, changes in stockholder's equity and cash flows for the years then ended. Such statements are incorporated by reference to the Proxy Statement of American Independence Corp. (formerly SoftNet Systems, Inc.) for the Special Meeting of Stockholders in Lieu of an Annual Meeting dated September 30, 2002.
  2. Attached hereto are the following financial statements of IAHC- the unaudited consolidated balance sheet as of September 30, 2002, the related unaudited consolidated statements of operations and cash flows for each of the nine months ended September 30, 2002 and 2001 and the related unaudited statements of operations and cash flows for each of the three months ended September 30, 2002 and 2001.

 

(b)

Pro Forma Financial Information, as of and for the year ended September 30, 2002.

 

Pro forma financial information for American Independence Corp. and IAHC is included at the end of this Report.

 

 

SIGNATURES

        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 hereunto duly authorized.

   

AMERICAN INDEPENDENCE CORP.

 
   

By:

 

/s/ Teresa A. Herbert

 
       

Name:

Title:

 

Teresa A. Herbert

Vice President and Chief Financial Officer

 

Dated: December 23, 2002

             

 

INDEPENDENCE AMERICAN HOLDINGS CORP.

(A Wholly-Owned Subsidiary of

American Independence Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2002 and 2001

(UNAUDITED)

INDEPENDENCE AMERICAN HOLDINGS CORP.

(A Wholly-Owned Subsidiary of American Independence Corp.)

 

INDEX

 

 

PAGES

 

Consolidated Balance Sheets -

 
 

September 30, 2002 (unaudited) and December 31, 2001

 

7

   
 

Consolidated Statements of Operations -

 
 

Three Months and Nine Months Ended September 30, 2002

 
 

and 2001 (unaudited)

 

8

   
 

Consolidated Statements of Cash Flows -

 
 

Nine Months Ended September 30, 2002 and 2001 (unaudited)

 

9

   
 

Notes to Consolidated Financial Statements (unaudited)

 

10

   
 
 
   

 

 

 

 

 

 

 

INDEPENDENCE AMERICAN HOLDINGS CORP. AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of American Independence Corp.)

CONSOLIDATED BALANCE SHEETS

   

SEPTEMBER 30,

2002

 

DECEMBER 31, 2001

   

(Unaudited)

   

ASSETS:

       

Investments:

       

Fixed maturities, at fair value

$

5,462,788

$

7,109,497

Equity securities, at fair value

 

601,634

   

450,850

 

Total investments

 

6,064,422

   

7,560,347

         

Cash and cash equivalents

 

1,817,156

 

1,848,518

Securities purchased under agreements to resell

 

3,321,000

 

-

Restricted cash

 

8,562,948

 

7,148,458

Accrued investment income

 

119,262

 

109,247

Accrued fee income

 

808,126

 

208,370

Fixed assets

 

191,308

 

277,903

Deferred tax assets

 

89,706

 

160,325

Goodwill

6,768,869

3,012,348

Reinsurance receivable

 

3,593,110

 

3,599,065

Amounts due from affiliates

 

786,320

 

-

Other assets

   

587,373

   

864,211

 

Total assets

$

 

32,709,600

$

 

24,788,792

         

LIABILITIES AND STOCKHOLDER'S EQUITY:

       
 

LIABILITIES:

       
 

Future insurance policy benefits

$

5,657,000

$

3,997,000

 

Claim funds

 

8,562,948

 

7,148,458

 

Amounts due affiliates

 

-

 

715,000

 

Accounts payable, accruals and other

       
   

liabilities

 

464,992

 

453,211

 

Income taxes - current

 

516,763

 

587,715

 

Income taxes - deferred

 

76,758

 

-

 

Minority interest

   

-

   

437,582

         
 

Total liabilities

   

15,278,461

   

13,338,966

         

STOCKHOLDER'S EQUITY:

       
 

Common stock, 100 shares issued

 

1

 

1

 

Paid-in-capital

 

16,691,171

 

12,679,071

 

Accumulated other comprehensive income

 

184,741

 

52,681

 

Accumulated surplus (deficit)

   

555,226

   

(1,281,927)

         
 

TOTAL STOCKHOLDER'S EQUITY

   

17,431,139

   

11,449,826

 

TOTAL LIABILITIES AND

       
 

STOCKHOLDER'S EQUITY

$

 

32,709,600

$

 

24,788,792

See Accompanying Notes to Consolidated Financial Statements.

INDEPENDENCE AMERICAN HOLDINGS CORP. AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of American Independence Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

                                                  THREE MONTHS ENDED          NINE MONTHS ENDED

                                                           SEPTEMBER 30,                         SEPTEMBER 30,

 

2002

2001

2002

2001

         

REVENUES:

       
         
 

Premiums earned

$

1,598,314

$

47,345

$

3,229,025

$

316,955

 

Net investment income

108,396

117,075

339,293

394,693

 

Net realized gains

79,127

35,864

64,297

99,607

 

Brokerage income

1,772,612

998,434

4,192,642

3,027,212

 

Other income

 

-

 

59,787

 

598,646

 

135,258

         
   

3,558,449

 

1,258,505

 

8,423,903

 

3,973,725

         

EXPENSES:

     
 

Insurance benefits, claims

1,050,057

(139,206)

2,125,849

56,203

 

and reserves

       
 

Selling and general

1,596,842

1,190,464

4,591,587

3,570,568

 

expenses

       
 

Minority interest expense

     
     

-

 

13,503

 

127,423

 

17,362

         
   

2,646,899

 

1,064,761

 

6,844,859

 

3,644,133

         

Operating income before

     
 

income taxes

911,550

193,744

1,579,044

329,592

Income tax expense

 

347,321

 

129,887

 

620,772

 

130,663

         

NET INCOME

$

564,229

$

63,857

$

958,272

 

198,929

         

 

 

 

 

 

 

 

 

 

See Accompanying Notes to Consolidated Financial Statements.

INDEPENDENCE AMERICAN HOLDINGS CORP. AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of American Independence Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30,                            2002                          2001

CASH FLOWS FROM OPERATING ACTIVITIES:

   
 

Net Income

$

958,272

$

198,929

 

Adjustments to net income:

   
 

Realized gains on sales of investment securities

(64,297)

(99,607)

 

Amortization of goodwill

-

514,098

 

Depreciation and amortization

70,147

98,579

 

Deferred taxes

79,346

33,199

 

Amortization of bond premium

7,833

21,905

 

Change in other assets and liabilities:

   
 

Change in accrued investment income

(10,015)

24,253

 

Change in accrued fee income

(599,756)

(151,207)

 

Change in policy liabilities

1,660,000

(176,000)

 

Change in net amounts due from and to reinsurers

5,955

(24,331)

 

Change in due and unpaid premiums

-

-

 

Change in tax liability

(70,952)

77,902

 

Change in other assets and other liabilities

 

(148,963)           

374,333

     
 

Net adjustments

 

929,298           

693,124

     
 

Net cash provided by operating activities

 

1,887,570

 

892,053

     

CASH FLOWS FROM INVESTMENT ACTIVITIES:

   
 

Net purchases of resale agreements

(3,321,000)

-

 

Change in due to brokers

-

299,202

 

Sales and maturities of fixed maturities

8,144,560

7,752,232

 

Purchases of fixed maturities

(6,270,575)

(7,993,814)

 

Sales of equity securities

3,495

-

 

Purchases of equity securities

(125,000)

-

 

Increase in fixed assets

16,447

(235,256)

 

Acquisition of managing general underwriters

(3,756,521)

(1,772,914)

 

Other

 

(1,501,320)    

 

230,182

     
 

Net cash provided by investing activities

 

(6,809,914)   

 

(1,720,368)

     

CASH FLOWS FROM FINANCING ACTIVITIES:

   
 

Dividends paid

-

(1,000,000)

 

Capital contributions

 

4,890,982   

 

583,787

     
 

Net cash provided by (used in) financing activities

 

4,890,982   

 

(416,213)

       
 

Decrease in cash and cash equivalents

(31,362)

(1,244,528)

     

Cash and cash equivalents, beginning of year

 

1,848,518    

 

2,634,780

       

Cash and cash equivalents, end of year

$

1,817,156   

$

1,390,252

     

See Accompanying Notes to Consolidated Financial Statements

INDEPENDENCE AMERICAN HOLDINGS CORP. AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of American Independence Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(A) (i) BUSINESS AND ORGANIZATION

Independence American Holdings Corp. ("IAHC" or the "Company" and f/k/a First Standard Holdings Corp.) is a wholly-owned subsidiary of American Independence Corp. ("AMIC"). AMIC is a publicly-held company traded on the NASDAQ stock exchange. IAHC is a holding company engaged principally in the health insurance and reinsurance business through its wholly-owned subsidiaries. Independence American Insurance Company ("Independence American"), IndependenceCare Holdings L.L.C. and its subsidiaries ("IndependenceCare") and Risk Assessment Strategies, Inc. ("RAS"). IAHC and its subsidiaries are collectively referred to as the "Company".

Independence American writes provider excess loss insurance and reinsures, on a quota share basis, employer medical stop-loss and managed care insurance. IndependenceCare and RAS are managing general underwriters specializing in stop-loss and managed care insurance. They also provide claims processing services.

(ii) FORMATION OF THE COMPANY

IAHC was formed in the State of Delaware on July 11, 2002. On that same date, IAHC received the stock of Independence American as a capital contribution from SSH Corp. ("SSH"), an indirect wholly-owned subsidiary of Independence Holding Company ("IHC").

In July 2002, SSH contributed the stock of RAS to IAHC. A subsidiary of IHC had purchased a 45.89% equity interest and a 51% voting interest in the stock of RAS in December 1997, and purchased the remaining 54.11% equity interest and 49% voting interest in RAS in June 2002.

IndependenceCare was formed in May 1998 by a subsidiary of IHC. In January 2002, a 99% interest in IndependenceCare was contributed to Independence American, and on August 11, 2002, Independence American dividended such interest to IAHC.

As a result of this transfer of entities under common control, IAHC has accounted for these subsidiaries using the "as if pooling-of-interests" method of accounting. Accordingly, the accompanying consolidated financial statements reflect the operations of all of the subsidiaries at the percentages that they were owned by all entities under common control.

On November 14, 2002, IAHC was acquired by AMIC from a subsidiary of IHC for $31,920,000 in cash.

INDEPENDENCE AMERICAN HOLDINGS CORP. AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of American Independence Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (CONTINUED)

(B) PRINCIPLES OF CONSOLIDATION AND PREPARATION OF

FINANCIAL STATEMENTS

The consolidated financial statements have been prepared in accordance with the requirements for quarterly reports. In the opinion of management, all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated results of operations for the interim periods have been included. The consolidated results of operations for the three months and nine months ended September 30, 2002 are not necessarily indicative of the results to be anticipated for the entire year. The consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes included in IAHC's audited financial statements for the year ended December 31, 2001.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect: (i) the reported amounts of assets and liabilities; (ii) the disclosure of contingent assets and liabilities at the date of the financial statements; and (iii) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2. INCOME TAXES

The provision for income taxes shown in the consolidated statements of operations was computed based on the Company's estimate of the effective tax rates expected to be applicable for the current year.

The income tax expense for the nine months ended September 30, 2002 allocated to stockholder's equity for unrealized gains on investment securities was $68,031, representing the change in the deferred tax liability from the previous year.

NOTE 3. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash payments for income taxes were $350,000 and $0 for the nine months ended September 30, 2002 and 2001, respectively.

INDEPENDENCE AMERICAN HOLDINGS CORP. AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of American Independence Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 4. COMPREHENSIVE INCOME

The components of comprehensive income include net income and certain amounts previously reported directly in equity. Comprehensive income for the three months and nine months ended September 30, 2002 and 2001 is as follows:

 

THREE MONTHS ENDED

NINE MONTHS ENDED

 

2002

2001

2002

2001

   

Net income

$

564,229

$

63,857

$

958,272

$

198,929

Unrealized gains on

     
 

available-for-sale securities

 

80,043

 

104,296

 

132,060

 

89,838

Comprehensive income

$

644,272

$

168,153

$

1,090,332

$

288,767

 

NOTE 5. SEGMENT REPORTING

The Company engages principally in the health insurance and reinsurance business. Information by business segment for the three months and nine months ended September 30, 2002 and 2001 is as follows:

 

THREE MONTHS ENDED              NINE MONTHS ENDED

 

 

2002

 

2001

 

2002

2001

         

Revenues:

       

Medical stop-loss

$

2,781,217

$

787,286

$

6,453,075

$

2,503,279

HMO reinsurance

586,614

365,827     

1,602,048

1,151,909

Provider excess

111,491

69,528     

304,483

218,930

Net realized

       
 

gains

 

79,127

 

35,864   

 

64,297

 

99,607

         
 

$

3,558,449   

$

1,258,505     

$

8,423,903

$

3,973,725

         

Operating Income

       

(Loss)

               

Medical stop-loss

$

697,865

$

247,208

$

1,227,123

$

337,413

HMO reinsurance

113,068

(75,062)

241,689

(90,271)

Provider excess

 

21,490

 

(14,266)

 

45,935

 

(17,157)

Net realized

       
 

gains

 

79,127

 

35,864

 

64,297

 

99,607

         
 

$

911,550

$

193,744

$

1,579,044

$

329,592

Item 7. (b) PRO FORMA FINANCIAL INFORMATION

PRO FORMA FINANCIAL INFORMATION

AMIC and IAHC

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet

(In thousands, except share data)

 

September 30, 2002

Pro Forma

 

AMIC

IAHC

Adjustments

Combined

           

ASSETS

         

Current assets:

       

Cash and cash equivalents

$ 21,149

$ 1,817

$ -

 

$ 22,966

Securities purchased under agreements to resell

-

3,321

-

 

3,321

Short-term investments, available-for-sale

40,910

6,064

(32,901)

(a)

14,073

Accounts receivable

2,092

-

-

 

2,092

Reinsurance receivable

-

3,593

-

 

3,593

Affiliates receivable

-

786

3,869

(b)

4,655

Deferred Acquisition Cost

2,834

-

(2,834)

(a)

-

Other current assets

790

927

-

 

1,717

           

Total current assets

67,775

16,508

(31,866)

 

52,417

           

Restricted cash

800

8,563

-

 

9,363

Property and equipment, net of accumulated depreciation

70

191

400

(c)

661

Goodwill and other intangibles, net of accumulated amortization

-

6,769

7,509

(d)

14,278

Long-term equity investments

1,004

-

-

 

1,004

Deferred tax asset, net

-

90

6,526

(e)

6,616

Other assets

1,165

589

-

 

1,754

           
 

$ 70,814

$ 32,710

$ (17,431)

 

$ 86,093

           

LIABILITIES AND STOCKHOLDERS' EQUITY

         

Current liabilities:

         

Claims fund

$ -

$ 8,563

$ -

 

$ 8,563

Loss reserves

-

5,657

-

 

5,657

Net liabilities associated with discontinued operations.

3,850

-

-

 

3,850

Restructuring accrual

1,446

-

-

 

1,446

Accounts payable and other accrued expenses

1,852

1,059

-

 

2,911

           

Total current liabilities

7,148

15,279

-

 

22,427

           

Minority interest

-

 

-

   
           

Stockholders' equity:

         

Common stock

275

-

-

 

275

Additional-paid-in capital

477,615

16,691

(16,691)

(f)

477,615

Deferred stock compensation

(79)

-

-

 

(79)

Accumulated other comprehensive gain (loss)

(6)

185

(185)

(f)

(6)

Retained earnings (accumulated deficit)

(405,002)

555

(555)

(f)

(405,002)

Treasury stock

(9,137)

-

-

 

(9,137)

           

Total stockholders' equity

63,666

17,431

(17,431)

 

63,666

           
 

$ 70,814

$ 32,710

$ (17,431)

 

$ 86,093

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited pro forma condensed combined consolidated financial statements.

AMIC and IAHC

Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations

(In thousands, except per share data)

 

AMIC

IAHC

Pro Forma

 

Year Ended

September 30, 2002

Year Ended

September 30, 2002

Adjustments

Combined

           

Revenue:

         

Premiums earned

$ -

$ 3,356

$ -

 

$ 3,356

Brokerage income

-

5,272

-

 

5,272

Investment income

1,803

515

(878)

(g)

1,440

Other income

-

685

-

 

685

           

Total Revenue

1,803

9,828

(878)

 

10,753

           

Operating expenses:

         

Benefits and claims

-

519

-

 

519

Increase in future policy benefits

-

1,729

-

 

1,729

Selling, general and administrative

7,486

6,185

80

(h)

13,751

Amortization

-

-

706

(i)

706

Non-cash compensation expense related to stock options

1,466

-

-

 

1,466

Provision for impaired assets

352

-

-

 

352

Restructuring expense

502

-

-

 

502

           

Total operating expenses

9,806

8,433

786

 

19,025

           

Income (loss) from continuing operations before other income (expense), minority interest, income taxes and discontinued operations

(8,003)

1,395

(1,664)

 

(8,272)

           

Other expense:

         

Interest expense

(94)

-

-

 

(94)

Loss on disposition of equity investments, net

(733)

-

-

 

(733)

           

Income (loss) from continuing operations before minority interest, income taxes and discontinued operations

(8,830)

1,395

(1,664)

 

(9,099)

           

Minority interest in net income

-

(125)

-

 

(125)

           

Income (loss) from continuing operations before income taxes and discontinued operations

(8,830)

1,270

(1,664)

 

(9,224)

           

Provision for income taxes

-

(620)

620

(j)

-

           

Income (loss) from continuing operations before discontinued operations

(8,830)

650

(1,044)

 

(9,224)

           

Discontinued operations:

         

Loss from operations

(1,829)

-

-

 

(1,829)

Loss on disposition, net

(4,097)

-

-

 

(4,097)

           

Net income (loss)

$ (14,756)

$ 650

$ (1,044)

 

$ (15,150)

           

Basic and diluted loss per common share:

         

Loss from continuing operations

$ (0.35)

     

$ (.36)

Discontinued operations

(0.24)

     

(.24)

Net loss

$ (0.59)

     

$ (.60)

           

Shares used to compute basic and diluted loss per common share

25,184

     

25,184

 

 

 

 

See accompanying notes to the unaudited pro forma condensed combined consolidated financial statements.

AMIC and IAHC

Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

1. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2002, and the unaudited pro forma condensed combined consolidated statements of operations for the year ended September 30, 2002, are based on the historical financial statements of AMIC and IAHC after giving effect to the acquisition as a purchase of IAHC by AMIC using the purchase method of accounting and the assumptions and adjustments described in the notes to unaudited pro forma condensed combined consolidated financial statements.

The unaudited pro forma condensed combined consolidated balance sheet combines the unaudited historical balance sheet of AMIC and IAHC as of September 30, 2002, and is presented to give effect to the proposed acquisition as if it occurred on September 30, 2002. The unaudited pro forma condensed combined consolidated statement of operations of AMIC and IAHC for the year ended September 30, 2002, is presented as if the acquisition had taken place on October 1, 2001.

Under the purchase method of accounting, the total estimated purchase price, calculated as described in Note 2 to these unaudited pro forma condensed combined consolidated financial statements, is allocated to the net tangible and intangible assets of IAHC acquired in connection with the acquisition, based on their fair values as of the completion of the acquisition. Independent valuation specialists conducted a valuation in order to assist management of AMIC in determining the fair values of a significant portion of these assets. The work performed by the independent valuation specialists has been considered in management's estimates of the fair values reflected in these unaudited pro forma condensed combined consolidated financial statements.

The unaudited pro forma condensed combined consolidated financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of AMIC and IAHC. The unaudited pro forma condensed combined consolidated financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of AMIC that would have been reported had the acquisition been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of AMIC.

  1. Purchase Price Allocation
  2. On July 29, 2002, AMIC entered into an agreement to acquire IAHC from Independence Holding Company ("IHC") for $31,920,000 in cash, which will be accounted for using the purchase method. The total estimated purchase price of approximately $35,735,000 consists of the $31,920,000 cash paid to AMIC, and $3,815,000 of estimated direct transaction costs. Estimated direct transaction costs include fees to Bear, Stearns & Co. Inc., which consists of $500,000 to render an opinion, $750,000 upon any public announcement of the transaction, and $500,000 upon closing of the transaction.

    Under the purchase method of accounting, the total estimated purchase price is allocated to IAHC's net tangible and intangible assets based on their estimated fair values as of the date of the completion of the acquisition. Based on the independent valuation, the estimated purchase price is allocated as follows (in thousands):

    Assets:

     

    Tangible assets

    $ 30,120

    Amortizable broker/TPA relationships intangible asset

    1,900

    Goodwill and intangible assets with indefinite lives

    12,378

    Net deferred tax asset

    6,616

    Liabilities

    (15,279)

       
     

    $ 35,735

    Of the total estimated purchase price, a preliminary estimate of $30,120,000 has been allocated to net tangible assets acquired and approximately $1,900,000 has been allocated to amortizable intangible assets acquired. The depreciation and amortization related to the fair value adjustment to net tangible assets and the amortization related to the amortizable intangible assets are reflected as pro forma adjustments to the unaudited pro forma condensed combined consolidated statements of operations.

    Of the total estimated purchase price, approximately $12,378,000 has been allocated to goodwill and intangible assets with indefinite lives. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets. Intangible assets with indefinite lives consist of the estimated fair value allocated to the licenses of Independence American.

    In accordance with the Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, goodwill and intangible assets with indefinite lives resulting from business combinations completed subsequent to June 30, 2001, will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). In the event that the management of the combined company determines that the value of goodwill or intangible assets with indefinite lives has become impaired, the combined company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made.

  3. Pro Forma Adjustments

Pro forma adjustments are necessary to reflect the estimated purchase price, to adjust amounts related to IAHC's net tangible and intangible assets to a preliminary estimate of their fair values, to reflect the amortization expense related to the estimated amortizable intangible assets, to reflect changes in depreciation and amortization expense resulting from the estimated fair value adjustments to net tangible assets and to reflect the income tax effect related to the pro forma adjustments.

There were no intercompany balances or transactions between AMIC and IAHC. No pro forma adjustments were required to conform IAHC's accounting policies to AMIC's accounting policies. Certain reclassifications have been made to conform IAHC's historical amounts to AMIC's presentation.

The pro forma adjustments included in the unaudited pro forma condensed combined consolidated financial statements are as follows:

  1. Adjustment to reflect AMIC's deemed payment of $35,735,000 purchase price, as described in Note2.
  2. Adjustment to record amount due to AMIC for net worth guarantee of IAHC.
  3. Adjustment to record the preliminary estimate of the fair value of IAHC property and equipment, and elimination of historical amount.
  4. Adjustment to record the preliminary estimate of the fair value of IAHC goodwill and other intangible assets, and elimination of historical amount.
  5. Adjustment to record the preliminary estimate of the fair value of net deferred tax asset resulting from the acquisition of IAHC, and elimination of historical amount.
  6. Adjustment to eliminate IAHC historical stockholder's equity.
  7. Adjustment to reflect investment income reduction resulting from the deemed purchase of IAHC on October 1, 2002, for $35,735,000.
  8. Adjustment to record additional depreciation expense resulting from the preliminary estimate of the fair value of IAHC property and equipment.
  9. Adjustment to record amortization expense resulting from the preliminary estimate of the fair value of IAHC amortizable broker/TPA relationships intangible asset.
  10. Adjustment to record the income tax effect of the pro forma adjustments.
  1. Pro Forma Earnings Per Share

The pro forma basic and diluted earnings per share are based on the weighted average number of shares of AMIC common stock outstanding during each period.