INDEPENDENCE HOLDING COMPANY (NYSE:IHC) Files An 8-K Results of Operations and Financial Condition
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 May 22, 2017, Independence Holding Company issued a news
release announcing its 2016 Fourth Quarter and Annual Results, a
copy of which is attached as Exhibit 99.1.
Item 8.01
Other Events
On May 22, 2017, Independence Holding Company issued a press
release announcing that it intends to commence, within the next
week, a tender offer to purchase up to 2,000,000 shares of its
common stock at a price of $20.00 per share.A copy of the press
release is filed as Exhibit 99.2 hereto and is incorporated
herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
99.1
News Release of Independence Holding Company dated May 22, 2017:
Independence Holding Company Announces 2016 Fourth-Quarter and
Annual Results.
99.2
Press Release issued on May 22, 2017 regarding the Companys
intention to commence a tender offer for its common stock
|
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: |
May 22, 2017 |
Exhibit 99.1
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 FOURTH-QUARTER AND ANNUAL RESULTS
Stamford, Connecticut, May 22, 2017. Independence Holding
Company (NYSE: IHC) today reported 2016 fourth-quarter and
annual results.
Financial Results
Net income attributable to IHC of $8,529,000, or $.49 per share
diluted, for the three months ended December 31, 2016 increased
from $4,933,000, or $.28 per share diluted, in the same period
of 2015. Income from continuing operations increased to $.44
per share, diluted, or $7,753,000, for the three months ended
December 31, 2016 compared to $.21 per share, diluted, or
$3,892,000, for the three months ended December 31, 2015. As
the result of the liquidation of Health Plan Administrators,
Inc. (HPA), a subsidiary of IHC, a tax benefit of approximately
$3,903,000 was recognized for IHCs unrecovered investment in
HPA in the fourth quarter of 2016.
Net income attributable to IHC of $123,298,000, or $7.09 per
share diluted, for the year ended December 31, 2016 increased
from $29,944,000, or $1.71 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 $100,819,000, net of applicable income taxes and
noncontrolling interest, which is presented in discontinued
operations on our Consolidated Statement of Income for the year
ended December 31, 2016. Income from continuing operations
decreased to $1.27 per share, diluted, or $22,510,000, for the
year ended December 31, 2016 compared to $1.58 per share,
diluted, or $27,974,000, for the year ended December 31, 2015.
The Company recorded two significant gains in the third quarter
2015, both having a positive impact in 2015 but not in 2016.
The first was a gain of $3,285,000, net of applicable income
tax, resulting from the ceding 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. The transaction resulted in a gain of
$6,884,000, net of applicable income tax.
The Company reported revenues of $78,871,000 and $311,004,000
for the three months and year ended December 31, 2016,
respectively, compared to revenues for the three months and
year ended December 31, 2015 of $124,602,000 and $530,495,000,
respectively. Revenues decreased primarily due to a reduction
in premiums from the 50% co-insurance of the Companys stop-loss
business produced by Risk Solutions.
Chief Executive Officers Comments
Roy T. K. Thung, Chief Executive Officer, commented, In the
past two years, IHC has sold our capital-intensive medical
stop-loss business for $152.5 million, which generated a
material gain of $100.8 million, as reported above, sold our
life and annuity blocks and related infrastructure for $42
million, and used some of our cash to retire all of our debt
and to take American Independence Corp. (AMIC) private. We have
made five equity investments to bolster the distribution of our
specialty health products, worksite marketing expertise, and
most recently acquired 85% of the stock of PetPartners, Inc.
(PetPartners), which is a pet insurance administrator with a
very solid administrative system that allows for worksite
marketing of pet insurance. With this acquisition, we now have
a fully vertically integrated structure for marketing,
administering, pricing and retaining the risk on our pet
insurance product, and PetPartners also has an exclusive
relationship with the American Kennel Club (AKC) that allows us
to directly market pet insurance to breeders and owners who
register their dogs with AKC.
Mr. Thung further commented, Through these efforts, we have
successfully transformed IHC from a company with relatively
higher risk products requiring higher statutory capital to a
lower risk company by moving into lines of business that have
higher margins, are less capital intensive and are less
volatile. We are now a specialty benefits company with multiple
group and individual specialty health lines, pet insurance and
niche specialty group disability (including New York statutory
disability benefit policies (DBL)) and group life lines of
business. We are delighted to report that sales of our
specialty health products have more than doubled in the first
four months of this year versus last year led by sales of our
hospital indemnity and short-term medical products. Our
individual premiums will accelerate during 2018 Open Enrollment
as a result of major medical carriers exiting many markets, and
our short-term medical sales will benefit from the withdrawal
of several significant competitors and by the introduction of a
new product in the fourth quarter. We anticipate writing
considerably more group business in 2018 as a result of a new
marketing relationship with a large United States health
insurer who has contracted with IHC for supplemental health
products. We look forward to soon providing more details on
this new strategic partnership. Our DBL revenues should more
than double in 2018 as a result of the newly enacted Paid
Family Leave Act in New York.
Mr. Thung then stated, Therefore, although our earnings and
premiums have been temporarily reduced as a result of selling
our medical stop-loss business, our 2018 operating income is
expected to exceed our operating income prior to the sale of
the medical stop-loss segment excluding any gains from the sale
of securities and assets due to the aforementioned activity.
Our parent companys balance sheet is much stronger; we have no
debt, and we still have over $160 million (after given effect
to the recent stock repurchases, repayment of debt and
aforementioned acquisitions) in cash and undeployed capital. In
order to enhance shareholder value, we have determined to
decrease our cash position and offer liquidity to our
shareholders through our intention, as recently announced, to
commence a tender offer to purchase up to 2,000,000 shares of
our common stock at a price per share of $20.00. After giving
effect to this tender, we will still have abundant capital and
liquidity to take advantage of numerous opportunities in the
current ever-changing health insurance marketplace, support our
anticipated growth of specialty health business and generate
more earnings. Our overall investment portfolio continues to be
very highly rated (on average, AA) and has a duration of
approximately five years. Our book value increased to $25.53
per share (after including a charge of $.60 per share due to
the sharp increase in the U.S. interest rate environment in the
fourth quarter of 2016) at December 31, 2016 from $18.73 per
share at December 31, 2015, and our total stockholders equity
increased to $437 million at December 31, 2016 compared to $323
million at December 31, 2015.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF
AN OFFER TO SELL SHARES OF INDEPENDENCE HOLDING COMPANY COMMON
STOCK.THE TENDER OFFER FOR SHARES OF INDEPENDENCE HOLDING
COMPANY COMMON STOCK DESCRIBED IN THIS PRESS RELEASE HAS
NOT
YET COMMENCED. THE TENDER OFFER WILL BE MADE ONLY TO AN
OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS
THAT IHC INTENDS TO DISTRIBUTE TO ITS STOCKHOLDERS AND FILE
WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND
INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER
OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS AND INVESTORS
WILL BE ABLE TO OBTAIN A FREE COPY OF THE TENDER OFFER
STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND OTHER DOCUMENTS THAT IHC INTENDS TO FILE WITH
THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSIONS
WEBSITE AT WWW.SEC.GOV OR BY CALLING THE INFORMATION AGENT (TO
BE IDENTIFIED AT THE TIME THE OFFER IS MADE) FOR THE TENDER
OFFER. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS
PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER
OFFER.
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), 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, IHCs ability to effectively
operate, integrate and leverage any past or future strategic
acquisition, and other factors which can be found in IHCs 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
CONSOLIDATED STATEMENTS OF INCOME
December 31, 2016
(In Thousands, Except Per Share Data)
Three Months Ended |
Year Ended |
||||||||||
December 31, |
December 31, |
||||||||||
|
|
|
|
||||||||
REVENUES: |
|||||||||||
Premiums earned |
$ |
67,180 |
$ |
117,939 |
$ |
262,704 |
$ |
479,534 |
|||
Net investment income |
3,870 |
3,407 |
16,570 |
17,237 |
|||||||
Fee income |
3,905 |
1,456 |
16,446 |
10,651 |
|||||||
Other income |
3,359 |
1,918 |
12,257 |
10,267 |
|||||||
Gain on sale of subsidiary to joint venture |
– |
(221) |
– |
9,940 |
|||||||
Net realized investment gains |
557 |
103 |
4,502 |
3,094 |
|||||||
Net impairment losses recognized in earnings |
– |
– |
(1,475) |
(228) |
|||||||
78,871 |
124,602 |
311,004 |
530,495 |
||||||||
EXPENSES: |
|||||||||||
Insurance benefits, claims and reserves |
35,734 |
73,960 |
145,231 |
307,178 |
|||||||
Selling, general and administrative expenses |
34,227 |
44,001 |
132,174 |
177,641 |
|||||||
Interest expense on debt |
168 |
444 |
1,534 |
1,798 |
|||||||
70,129 |
118,405 |
278,939 |
486,617 |
||||||||
Income from continuing operations before income taxes |
8,742 |
6,197 |
32,065 |
43,878 |
|||||||
Income taxes |
989 |
2,305 |
9,555 |
15,904 |
|||||||
Income from continuing operations, net of |
7,753 |
3,892 |
22,510 |
27,974 |
|||||||
Discontinued operations: |
|||||||||||
Income (loss) from discontinued operations, before |
|||||||||||
income taxes |
(19) |
2,056 |
117,617 |
4,310 |
|||||||
Income taxes (benefits) on discontinued operations |
(911) |
801 |
6,813 |
1,762 |
|||||||
Income from discontinued operations, net of tax |
892 |
1,255 |
110,804 |
2,548 |
|||||||
Net income |
8,645 |
5,147 |
133,314 |
30,522 |
|||||||
Less: income from noncontrolling interests |
|||||||||||
in subsidiaries |
(116) |
(214) |
(10,016) |
(578) |
|||||||
NET INCOME ATTRIBUTABLE TO IHC |
$ |
8,529 |
$ |
4,933 |
$ |
123,298 |
$ |
29,944 |
|||
Basic income per common share: |
|||||||||||
Income from continuing operations |
$ |
.45 |
$ |
.22 |
$ |
1.28 |
$ |
1.59 |
|||
Income from discontinued operations |
.05 |
.07 |
5.90 |
.14 |
|||||||
Basic income per common share |
$ |
.50 |
$ |
.29 |
$ |
7.18 |
$ |
1.73 |
|||
WEIGHTED AVERAGE SHARES OUTSTANDING |
17,084 |
17,262 |
17,162 |
17,314 |
|||||||
Diluted income per common share: |
|||||||||||
Income from continuing operations |
$ |
.44 |
$ |
.21 |
$ |
1.27 |
$ |
1.58 |
|||
Income from discontinued operations |
.05 |
.07 |
5.82 |
.13 |
|||||||
Diluted income per common share |
$ |
.49 |
$ |
.28 |
$ |
7.09 |
$ |
1.71 |
|||
WEIGHTED AVERAGE DILUTED SHARES |
|||||||||||
OUTSTANDING |
17,311 |
17,447 |
17,379 |
17,484 |
As of May 15, 2017, there were 16,377,756 common shares
outstanding, net of treasury shares.
INDEPENDENCE HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
December 31, |
December 31, |
||||||||
|
|
||||||||
ASSETS: |
|||||||||
Investments: |
|||||||||
Short-term investments |
$ |
6,912 |
$ |
50 |
|||||
Securities purchased under agreements to resell |
28,962 |
28,285 |
|||||||
Trading securities |
|
1,259 |
|||||||
Fixed maturities, available-for-sale |
449,487 |
428,601 |
|||||||
Equity securities, available-for-sale |
5,333 |
8,426 |
|||||||
Other investments |
23,534 |
21,538 |
|||||||
Total investments |
514,820 |
488,159 |
|||||||
Cash and cash equivalents |
22,010 |
17,500 |
|||||||
Due and unpaid premiums |
42,896 |
69,075 |
|||||||
Due from reinsurers |
440,285 |
483,073 |
|||||||
Premium and claim funds |
17,952 |
22,015 |
|||||||
Goodwill |
41,573 |
47,276 |
|||||||
Other assets |
54,928 |
57,934 |
|||||||
Assets attributable to discontinued operations |
– |
12,931 |
|||||||
TOTAL ASSETS |
$ |
1,134,464 |
$ |
1,197,963 |
|||||
LIABILITIES AND STOCKHOLDERS EQUITY: |
|||||||||
LIABILITIES: |
|||||||||
Policy benefits and claims |
$ |
219,113 |
$ |
245,443 |
|||||
Future policy benefits |
219,450 |
270,624 |
|||||||
Funds on deposit |
145,749 |
173,350 |
|||||||
Unearned premiums |
9,786 |
10,236 |
|||||||
Other policyholders’ funds |
9,769 |
11,822 |
|||||||
Due to reinsurers |
35,796 |
46,355 |
|||||||
Accounts payable, accruals and other liabilities |
55,477 |
64,109 |
|||||||
Liabilities attributable to discontinued operations |
|
(15) |
|||||||
Debt |
– |
5,189 |
|||||||
Junior subordinated debt securities |
– |
38,146 |
|||||||
TOTAL LIABILITIES |
695,208 |
865,259 |
|||||||
STOCKHOLDERS EQUITY: |
|||||||||
IHC STOCKHOLDERS’ EQUITY: |
|||||||||
Preferred stock (none issued) |
– |
– |
|||||||
Common stock |
18,620 |
18,569 |
|||||||
Paid-in capital |
126,468 |
127,733 |
|||||||
Accumulated other comprehensive income |
(6,964) |
(3,440) |
|||||||
Treasury stock, at cost |
(17,483) |
(13,961) |
|||||||
Retained earnings |
315,918 |
194,450 |
|||||||
TOTAL IHC STOCKHOLDERS EQUITY |
436,559 |
323,351 |
|||||||
NONCONTROLLING INTERESTS IN SUBSIDIARIES |
2,697 |
9,353 |
|||||||
TOTAL EQUITY |
439,256 |
332,704 |
|||||||
TOTAL LIABILITIES AND EQUITY |
$ |
1,134,464 |
$ |
1,197,963 |
Exhibit 99.2
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
INTENTION TO COMMENCE TENDER OFFER
TO REPURCHASE UP TO 2,000,000 SHARES OF ITS COMMON
STOCK
Stamford, Connecticut, May 22, 2017. Independence Holding
Company (NYSE:IHC) announced today that it intends to commence
a tender offer within the next week to purchase up to 2,000,000
shares of its common stock at a price per share of $20.00.The
number of shares proposed to be purchased in the tender offer
represents approximately 12.21% of IHCs currently outstanding
common shares and involves an aggregate purchase price of $40
million. On May 19, 2017, the closing price of IHC common stock
on the New York Stock Exchange was $17.30 per share.
The Board of Directors of IHC has determined to commence the
tender offer in order to provide liquidity to its stockholders
by permitting them the opportunity to tender shares of IHC
common stock for cash in accordance with the terms of the offer
to purchase that will be filed with the Securities and Exchange
Commission.
None of IHC, its Board of Directors or the information agent or
the depositary for the tender offer will make any
recommendations to stockholders as to whether to tender or
refrain from tendering their shares into the tender
offer.Stockholders must make their own decision as to how many
shares they will tender, if any.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF
AN OFFER TO SELL SHARES OF INDEPENDENCE HOLDING COMPANY COMMON
STOCK.THE TENDER OFFER FOR SHARES OF INDEPENDENCE HOLDING
COMPANY COMMON STOCK DESCRIBED IN THIS PRESS RELEASE HAS NOT
YET COMMENCED. THE TENDER OFFER WILL BE MADE ONLY
About INDEPENDENCE HOLDING COMPANY (NYSE:IHC)
Independence Holding Company (IHC) is a holding company principally engaged in the life and health insurance business. The Company’s segments include Medical Stop-Loss; Fully Insured Health; Group disability, life and DBL; Individual life, annuities and other, and Corporate. The Company is a writer across the nation of excess or stop-loss insurance for self-insured employer groups that desire to manage the risk of large medical claims (Medical Stop-Loss). The Fully Insured Health segment includes various categories, such as ancillary benefits, including dental, vision, short-term medical (STM), supplemental products (including fixed indemnity limited benefit, critical illness, and hospital indemnity); pet insurance, and non-subscriber occupational accident. The Group Disability segment comprises long term disability (LTD) and disability benefits law (DBL). It provides specialized disability, and health coverage and related services to commercial customers and individuals. INDEPENDENCE HOLDING COMPANY (NYSE:IHC) Recent Trading Information
INDEPENDENCE HOLDING COMPANY (NYSE:IHC) closed its last trading session up +0.05 at 17.35 with 6,236 shares trading hands.