UNITED STATES






 


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) November 9, 2016


INDEPENDENCE HOLDING COMPANY

(Exact name of registrant as specified in its charter)


Delaware

001-32244

58-1407235

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

96 Cummings Point Road, Stamford, Connecticut

06902

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code:  (203) 358-8000



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 240a-12)

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 (Results of Operations and Financial Condition) is intended to be furnished. 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 or the Securities and Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.


On November 9, 2016, Independence Holding Company issued a news release announcing its 2016 Third-Quarter and Nine-Month results, a copy of which is attached as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits


(c)  

Exhibits:


Exhibit 99.1

News Release of Independence Holding Company dated November 9, 2016: Independence Holding Company Announces 2016 Third-Quarter and Nine-Month Results.




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.



INDEPENDENCE HOLDING COMPANY

 

(Registrant)



By: Teresa A. Herbert




/s/ Teresa A. Herbert

Teresa A. Herbert

Senior Vice President and Chief Financial Officer


Date:


November 10, 2016










INDEPENDENCE HOLDING COMPANY

CONTACT:  Loan Nisser

96 CUMMINGS POINT ROAD

(646) 509-2107

STAMFORD, CONNECTICUT 06902

www.IHCGroup.com

NYSE: IHC

 


NEWS RELEASE


INDEPENDENCE HOLDING COMPANY ANNOUNCES 2016

THIRD-QUARTER AND NINE-MONTH RESULTS



Stamford, Connecticut, November 9, 2016. Independence Holding Company (NYSE: IHC) today reported 2016 third-quarter and nine-month results.    

Financial Results

Net income attributable to IHC of $4,323,000, or $.25 per share diluted, for the three months ended September 30, 2016 decreased from $14,760,000, or $.85 per share diluted, in the same period of 2015. Income from continuing operations decreased to $.25 per share, diluted, or $4,366,000, for the three months ended September 30, 2016 compared to $.81 per share, diluted, or $14,159,000, for the three months ended September 30, 2015. The Company recorded two significant gains in the quarter ended September 30, 2015, which had a significant positive impact in 2015 but not 2016.  The first was a gain of $3,285,000, net of applicable income tax, from the reinsurance of substantially all of our run-off blocks of individual life and annuities and the sale of the infrastructure related to those blocks.  The second, effective September 1, 2015, related to IHC entering into a joint venture with Ebix, Inc. to form Ebix Health Exchange Holdings, LLC, which acquired our subsidiary Ebix Health Administration Exchange (fka IHC Health Solutions, Inc.). The transaction resulted in a gain of $6,884,000, net of applicable income tax.

Net income attributable to IHC of $114,769,000, or $6.60 per share diluted, for the nine months ended September 30, 2016 increased from $25,011,000, or $1.43 per share diluted, in the same period of 2015. As IHC previously reported, we completed the sale of IHC Risk Solutions, LLC (“Risk Solutions”) and exited the medical stop-loss business. The Company recorded a gain on this transaction of $99,934,000, net of applicable income taxes and noncontrolling interest, and is reflected in discontinued operations on our Condensed Consolidated Statement of Income for the nine months ended September 30, 2016. Income from continuing operations decreased to $.83 per share, diluted, or $14,757,000, for the nine months ended September 30, 2016 compared to $1.36 per share, diluted, or $24,082,000, for the nine months ended September 30, 2015, because there was no amount in 2016 comparable to the two significant gains recorded in 2015 noted above.

The Company reported revenues of $78,542,000 and $232,133,000 for the three months and nine months ended September 30, 2016, respectively, compared to revenues for the three months and nine months ended September 30, 2015 of $139,773,000 and $405,893,000, respectively.  Revenues decreased primarily due to a reduction in premiums from the 100% co-insurance of the Company’s stop-loss business produced by Risk Solutions.

Chief Executive Officer’s Comments

Roy T. K. Thung, Chief Executive Officer, commented, “Over the last several years, IHC’s insurance companies have transformed themselves by moving into lines of business that have higher margins, are less capital intensive and are less volatile.  In addition, we are much stronger at the parent company level.  We are in the extremely enviable position of having a large amount of cash and significant excess statutory surplus in our carriers, and we will be debt







free by the end of the year. We are now a specialty benefits company with multiple group and individual specialty health lines and niche specialty group disability (including New York statutory disability benefit policies (DBL)) and group life lines.  After we sold our stop-loss business, we made four relatively small investments to bolster the distribution of our specialty health products, including pet insurance, and to acquire worksite marketing expertise.  We will continue to seek additional strategic investments, but we have not as yet made a final decision as how best to deploy the vast majority of our liquidity. Our overall investment portfolio continues to be very highly rated (on average, AA) and has a duration of approximately six years. Our book value increased to $25.72 per share at September 30, 2016 from $18.73 per share at December 31, 2015, and our total stockholders’ equity increased to $439 million at September 30, 2016 compared to $323 million at December 31, 2015.  Both of these amounts are all-time highs.”  

About The IHC Group

Independence Holding Company (NYSE: IHC) is a holding company that is principally engaged in underwriting, administering and/or distributing group and individual specialty benefit products, including disability, supplemental health, pet, and group life insurance through its subsidiaries since 1980.  The IHC Group owns three insurance companies (Standard Security Life Insurance Company of New York, Madison National Life Insurance Company, Inc. and Independence American Insurance Company), a minority interest in Ebix Health Administration Exchange, Inc., a fully insured third party administrator, and IHC Specialty Benefits, Inc., a technology-driven insurance sales and marketing company that creates value for insurance producers, carriers and consumers (both individuals and small businesses) through a suite of proprietary tools and products (including ACA plans and small group medical stop-loss).  All products are placed with highly rated carriers.

Forward-looking Statements

Certain statements and information contained in this 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 that 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 IHC operates, new federal or state governmental regulation, IHC’s ability to effectively operate, integrate and leverage any past or future strategic acquisition, and other factors which can be found in IHC’s other news releases and filings with the Securities and Exchange Commission.  IHC expressly disclaims any duty to update its forward-looking statements unless required by applicable law.







INDEPENDENCE HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

September 30, 2016

(In Thousands, Except Per Share Data)


 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2016

 

2015

 

2016

 

2015

 

 

 

 

 

 

 

 

 

REVENUES:

 

 

 

 

 

 

 

 

Premiums earned

$

67,335 

$

119,038 

$

195,524 

$

361,595 

Net investment income

 

4,004 

 

3,920 

 

12,700 

 

13,830 

Fee income

 

4,050 

 

2,201 

 

12,541 

 

9,195 

Other income

 

2,261 

 

5,790 

 

8,898 

 

8,349 

Gain on sale of subsidiary to joint venture

 

 

10,161 

 

 

10,161 

Net realized investment gains

 

2,367 

 

(1,109)

 

3,945 

 

2,991 

Net impairment losses recognized in earnings

 

(1,475)

 

(228)

 

(1,475)

 

(228)

 

 

 

 

 

 

 

 

 

 

 

78,542 

 

139,773 

 

232,133 

 

405,893 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

Insurance benefits, claims and reserves

 

38,277 

 

74,218 

 

109,497 

 

233,218 

Selling, general and administrative expenses

 

32,823 

 

43,202 

 

97,947 

 

133,640 

Interest expense on debt

 

440 

 

444 

 

1,366 

 

1,354 

 

 

 

 

 

 

 

 

 

 

 

71,540 

 

117,864 

 

208,810 

 

368,212 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

7,002 

 

21,909 

 

23,323 

 

37,681 

Income taxes

 

2,636 

 

7,750 

 

8,566 

 

13,599 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

4,366 

 

14,159 

 

14,757 

 

24,082 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

Income from discontinued operations, before

 

 

 

 

 

 

 

 

      

income taxes

 

 

1,305 

 

117,636 

 

2,254 

Income taxes on discontinued operations

 

 

576 

 

7,724 

 

961 

Income from discontinued operations

 

 

729 

 

109,912 

 

1,293 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

4,366 

 

14,888 

 

14,757 

 

25,375 

Less: income from noncontrolling interests

 

 

 

 

 

 

 

 

 

in subsidiaries

 

(43)

 

(128)

 

(9,900)

 

(364)

 

 

 

 

 

 

 

 

 

NET INCOME ATTRIBUTABLE TO IHC

$

4,323

$

14,760

$

114,769 

$

25,011 

 

 

 

 

 

 

 

 

 

Basic income per common share:

 

 

 

 

 

 

 

 

    Income from continuing operations

$

.25

$

.81

$

0.83

$

1.36

    Income from discontinued operations

 

.00

 

.04

 

5.77

 

.07

      Basic income per common share

$

.25

$

.85

$

6.60

$

1.43

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING

 

17,120

 

17,292

 

17,189

 

17,331

 

 

 

 

 

 

 

 

 

Diluted income per common share:

 

 

 

 

 

 

 

 

Income from continuing operations

$

.25

$

.81

$

0.83

$

1.36

Income from discontinued operations

 

.00

 

.04

 

5.77

 

.07

     Diluted income per common share

$

.25

$

.85

$

6.60

$

1.43

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE DILUTED SHARES

 

 

 

 

 

 

 

 

 

OUTSTANDING

 

17,340

 

17,457

 

17,402

 

17,496



As of November 7, 2016, there were 17,067,875 common shares outstanding, net of treasury shares.









INDEPENDENCE HOLDING COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)


 

 

 

September 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

Short-term investments

 

$

8,151 

 

$

50 

 

Securities purchased under agreements to resell

 

 

11,282 

 

 

28,285 

 

Trading securities

 

 

1,135 

 

 

1,259 

 

Fixed maturities, available-for-sale

 

 

472,348 

 

 

428,601 

 

Equity securities, available-for-sale

 

 

6,685 

 

 

8,426 

 

Other investments

 

 

21,178 

 

 

21,538 

 

Total investments

 

 

520,779 

 

 

488,159 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

79,208 

 

 

17,500 

 

Due and unpaid premiums

 

 

57,454 

 

 

69,075 

 

Due from reinsurers

 

 

478,845 

 

 

483,073 

 

Premium and claim funds

 

 

25,881 

 

 

22,015 

 

Goodwill

 

 

41,573 

 

 

47,276 

 

Other assets

 

 

47,065 

 

 

57,934 

 

Assets attributable to discontinued operations

 

 

 

 

12,931 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

1,250,805 

 

$

1,197,963 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

Policy benefits and claims

 

$

242,819 

 

$

245,443 

 

Future policy benefits

 

 

233,261 

 

 

270,624 

 

Funds on deposit

 

 

150,651 

 

 

173,350 

 

Unearned premiums

 

 

11,567 

 

 

10,236 

 

Other policyholders' funds

 

 

9,797 

 

 

11,822 

 

Due to reinsurers

 

 

66,577 

 

 

46,355 

 

Accounts payable, accruals and other liabilities

 

 

55,930 

 

 

64,109 

 

Liabilities attributable to discontinued operations

 

 

408 

 

 

(15)

 

Debt

 

 

 

 

5,189 

 

Junior subordinated debt securities

 

 

38,146 

 

 

38,146 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

809,156 

 

 

865,259 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

IHC STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

Preferred stock (none issued)

 

 

 

 

 

Common stock

 

 

18,586 

 

 

18,569 

 

Paid-in capital

 

 

126,001 

 

 

127,733 

 

Accumulated other comprehensive income

 

 

3,448 

 

 

(3,440)

 

Treasury stock, at cost

 

 

(17,483)

 

 

(13,961)

 

Retained earnings

 

 

308,415 

 

 

194,450 

 

 

 

 

 

 

 

TOTAL IHC STOCKHOLDERS’ EQUITY

 

 

438,967 

 

 

323,351 

NONCONTROLLING INTERESTS IN SUBSIDIARIES

 

 

2,682 

 

 

9,353 

 

 

 

 

 

 

 

 

 

TOTAL EQUITY

 

 

441,649 

 

 

332,704 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

$

1,250,805 

 

$

1,197,963