INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

                                             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________


FORM 10-Q


[X]

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended June 30, 2014.


[   ]

Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from: ________ to _________  


Commission File Number: 0-10306


INDEPENDENCE HOLDING COMPANY

(Exact name of registrant as specified in its charter)


Delaware

 

58-1407235

(State or other jurisdiction of incorporation or organization)

(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


NOT APPLICABLE

Former name, former address and former fiscal year, if changed since last report.


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   [X]   No [  ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes   [X]   No [  ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer [    ]

Accelerated Filer   [ X  ]

Non-Accelerated Filer   [  ]

Smaller Reporting Company   [     ]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   [  ]   No   [X]


Class

Outstanding at August 1, 2014

Common stock, $ 1.00  par value

17,417,586 Shares






INDEPENDENCE HOLDING COMPANY


INDEX


PART I – FINANCIAL INFORMATION

PAGE

 

 

NO.

 

 

 

Item 1. Financial Statements

 

 

 

 

 

Condensed Consolidated Balance Sheets

4

 

 

 

Condensed Consolidated Statements of Income

5

 

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss)

6

 

 

 

Condensed Consolidated Statement of Changes in Equity

7

 

 

 

Condensed Consolidated Statements of Cash Flows

8

 

 

 

Notes to Condensed Consolidated Financial Statements

9

 

 

 

Item 2. Management's Discussion and Analysis of Financial Condition

 

 

and Results of Operations

27

 

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

39

 

 

 

Item 4. Controls and Procedures

40

 

 

PART II - OTHER INFORMATION

 

 

 

 

Item 1.    Legal Proceedings

40

 

 

 

 

Item 1A. Risk Factors

40

 

 

 

 

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

40

 

 

 

 

Item 3.    Defaults Upon Senior Securities

41

 

 

 

 

Item 4.    Mine Safety Disclosures

41

 

 

 

 

Item 5.    Other Information

41

 

 

 

Item 6.    Exhibits

41

 

 

 

Signatures

42

 

 

 

 



Copies of the Company’s SEC filings can be found on its website at www.ihcgroup.com.



2



Forward-Looking Statements


This report on Form 10Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based our forward-looking statements on our current expectations and projections about future events. Our forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, included or incorporated by reference in this report that address activities, events or developments that we expect or anticipate may occur in the future, including such things as the growth of our business and operations, our business strategy, competitive strengths, goals, plans, future capital expenditures and references to future successes may be considered forward-looking statements. Also, when we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “probably” or similar expressions, we are making forward-looking statements.


Numerous risks and uncertainties may impact the matters addressed by our forward-looking statements, any of which could negatively and materially affect our future financial results and performance.  We describe some of these risks and uncertainties in greater detail in Item 1A, Risk Factors, of IHC’s annual report on Form 10-K as filed with Securities and Exchange Commission.


Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and, therefore, also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements that are included in this report, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. Our forward-looking statements speak only as of the date made, and we will not update these forward-looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, any forward-looking event discussed in this report may not occur.




3


PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

    


INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

 

 

 

June 30, 2014

 

 

December 31, 2013

 

 

 

(Unaudited)

 

 

 

ASSETS:

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

Short-term investments

 

$

50 

 

$

50 

 

Securities purchased under agreements to resell

 

 

19,260 

 

 

22,594 

 

Trading securities

 

 

11,600 

 

 

7,125 

 

Fixed maturities, available-for-sale

 

 

571,727 

 

 

542,287 

 

Equity securities, available-for-sale

 

 

12,962 

 

 

11,803 

 

Other investments

 

 

25,599 

 

 

25,123 

 

Total investments

 

 

641,198 

 

 

608,982 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

26,631 

 

 

24,229 

 

Deferred acquisition costs

 

 

30,106 

 

 

29,777 

 

Due and unpaid premiums

 

 

59,282 

 

 

59,435 

 

Due from reinsurers

 

 

331,649 

 

 

380,229 

 

Premium and claim funds

 

 

39,235 

 

 

37,353 

 

Goodwill

 

 

50,318 

 

 

50,318 

 

Other assets

 

 

60,446 

 

 

78,712 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

1,238,865 

 

$

1,269,035 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

Policy benefits and claims

 

$

233,992 

 

$

237,754 

 

Future policy benefits

 

 

283,036 

 

 

287,449 

 

Funds on deposit

 

 

234,863 

 

 

274,826 

 

Unearned premiums

 

 

12,639 

 

 

12,423 

 

Other policyholders' funds

 

 

22,629 

 

 

25,129 

 

Due to reinsurers

 

 

37,833 

 

 

37,113 

 

Accounts payable, accruals and other liabilities

 

 

77,681 

 

 

71,889 

 

Debt

 

 

6,000 

 

 

6,000 

 

Junior subordinated debt securities

 

 

38,146 

 

 

38,146 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

946,819 

 

 

990,729 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

IHC STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

Preferred stock (none issued)

 

 

 

 

 

Common stock $1.00 par value, 23,000,000 shares authorized;

 

 

 

 

 

 

 

18,528,683 and 18,523,733 shares issued; 17,451,262 and

 

 

 

 

 

 

 

17,660,390 shares outstanding

 

 

18,529 

 

 

18,524 

 

Paid-in capital

 

 

126,899 

 

 

126,239 

 

Accumulated other comprehensive loss

 

 

(1,519)

 

 

(10,472)

 

Treasury stock, at cost; 1,077,421 and 863,343 shares

 

 

(11,039)

 

 

(8,169)

 

Retained earnings

 

 

149,555 

 

 

142,669 

 

 

 

 

 

 

 

TOTAL IHC STOCKHOLDERS’ EQUITY

 

 

282,425 

 

 

268,791 

NONCONTROLLING INTERESTS IN SUBSIDIARIES

 

 

9,621 

 

 

9,515 

 

 

 

 

 

 

 

 

 

TOTAL EQUITY

 

 

292,046 

 

 

278,306 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

$

1,238,865 

 

$

1,269,035 



See the accompanying Notes to Condensed Consolidated Financial Statements.



4



INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In thousands, except per share data)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

 

 

2014

 

2013

 

2014

 

2013

REVENUES:

 

 

 

 

 

 

 

 

 

Premiums earned

$

121,135 

$

125,465 

$

244,405 

$

242,833

 

Net investment income

 

5,434 

 

7,002 

 

11,235 

 

15,003

 

Fee income

 

3,861 

 

6,039 

 

13,200 

 

12,581

 

Other income

 

1,070 

 

1,659 

 

2,181 

 

3,011

 

Net realized investment gains

 

4,519 

 

11,735 

 

6,070 

 

16,354

 

 

 

 

 

 

 

 

 

 

 

136,019 

 

151,900 

 

277,091 

 

289,782

EXPENSES:

 

 

 

 

 

 

 

 

 

Insurance benefits, claims and reserves

 

83,263 

 

89,276 

 

168,572 

 

174,736

 

Selling, general and administrative expenses

 

44,947 

 

44,862 

 

93,082 

 

87,742

 

Amortization of deferred acquisitions costs

 

1,189 

 

10,948 

 

2,471 

 

12,388

 

Interest expense on debt

 

337 

 

490 

 

818 

 

977

 

 

 

 

 

 

 

 

 

 

 

129,736 

 

145,576 

 

264,943 

 

275,843

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

6,283 

 

6,324 

 

12,148 

 

13,939

 

Income taxes

 

2,403 

 

2,166 

 

4,263 

 

4,741

 

 

 

 

 

 

 

 

 

 

 

Net income

 

3,880 

 

4,158 

 

7,885 

 

9,198

 

Less: Income from noncontrolling interests in subsidiaries

 

(32)

 

(467)

 

(336)

 

(806)

 

 

 

 

 

 

 

 

 

 

 

NET INCOME ATTRIBUTABLE TO IHC

$

3,848 

$

3,691 

$

7,549 

$

8,392

 

 

 

 

 

 

 

 

 

Basic income per common share

$

.22 

$

.21 

$

.43 

$

.47

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING

 

17,485 

 

17,753

 

17,553 

 

17,836

 

 

 

 

 

 

 

 

 

Diluted income per common share

$

.22 

$

.21

$

.43 

$

.47

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING

 

17,657 

 

17,805 

 

17,709 

 

17,922












See the accompanying Notes to Condensed Consolidated Financial Statements.



5




INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Net income

$

3,880 

$

4,158

$

7,885 

$

9,198 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

Unrealized gains (losses) on available-for-sale securities, pre-tax

 

5,003 

 

(25,889)

 

13,020 

 

(27,996)

 

Tax expense (benefit) on unrealized gains (losses) on available-for-sale

 

 

 

 

 

 

 

 

 

securities

 

1,499 

 

(8,325)

 

3,877 

 

(8,905)

 

Unrealized gains (losses) on available-for-sale securities, net of taxes

 

3,504 

 

(17,564)

 

9,143 

 

(19,091)

 

 

 

 

 

 

 

 

 

 

 

Cash flow hedge:

 

 

 

 

 

 

 

 

 

Unrealized gains on cash flow hedge, pre-tax

 

21 

 

22 

 

38 

 

45 

 

Tax expense on unrealized gains on cash flow hedge

 

 

 

15 

 

18 

 

Unrealized gains on cash flow hedge, net of taxes

 

13 

 

13 

 

23 

 

27 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax

 

3,517 

 

(17,551)

 

9,166 

 

(19,064)

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME (LOSS), NET OF TAX

 

7,397 

 

(13,393)

 

17,051 

 

(9,866)

 

 

 

 

 

 

 

 

 

Comprehensive income, net of tax, attributable to noncontrolling

 

 

 

 

 

 

 

 

 

interests:

 

 

 

 

 

 

 

 

Income from noncontrolling interests in subsidiaries

 

(32)

 

(467)

 

(336)

 

(806)

Other comprehensive (income) loss, net of tax, attributable to

 

 

 

 

 

 

 

 

 

noncontrolling interests:

 

 

 

 

 

 

 

 

 

Unrealized (gain) loss on available-for-sale securities, net of tax

 

(82)

 

465 

 

(213)

 

556 

 

Other comprehensive (income) loss, net of tax, attributable to

 

 

 

 

 

 

 

 

 

noncontrolling interests

 

(82)

 

465 

 

(213)

 

556 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME, NET OF TAX,

 

 

 

 

 

 

 

 

 

ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

(114)

 

(2)

 

(549)

 

(250)

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME (LOSS), NET OF TAX,

 

 

 

 

 

 

 

 

 

ATTRIBUTABLE TO IHC

$

7,283 

$

(13,395)

$

16,502 

$

(10,116)















See the accompanying Notes to Condensed Consolidated Financial Statements.




6



INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited)

SIX MONTHS ENDED JUNE 30, 2014 (In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCUMULATED

 

 

 

 

 

 

 

NON-

 

 

 

 

 

 

 

 

OTHER

 

TREASURY

 

 

 

TOTAL IHC

 

CONTROLLING

 

 

 

 

COMMON

 

PAID-IN

 

COMPREHENSIVE

 

STOCK,

 

RETAINED

 

STOCKHOLDERS'

 

INTERESTS IN

 

TOTAL

 

 

STOCK

 

CAPITAL

 

INCOME (LOSS)

 

AT COST

 

EARNINGS

 

EQUITY

 

SUBSIDIARIES

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31, 2013

$

18,524

$

126,239

$

(10,472)

$

(8,169)

$

142,669 

$

268,791 

$

9,515 

$

278,306 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

7,549 

 

7,549 

 

336 

 

7,885 

Other comprehensive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

income, net of tax

 

 

 

 

 

8,953 

 

 

 

 

 

8,953 

 

213 

 

9,166 

Repurchases of common stock

 

 

 

 

 

 

 

(2,870)

 

 

 

(2,870)

 

 

(2,870)

Common stock dividend

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($.035 per share)

 

 

 

 

 

 

 

 

 

(613)

 

(613)

 

 

(613)

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

expenses and related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

tax benefits

 

5

 

580

 

 

 

 

 

 

 

585 

 

 

585 

Distributions to noncontrolling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests

 

 

 

 

 

 

 

 

 

 

 

 

(472)

 

(472)

Other capital transactions

 

 

 

80

 

 

 

 

 

(50)

 

30 

 

29 

 

59 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JUNE 30, 2014

$

18,529

$

126,899

$

(1,519)

$

(11,039)

$

149,555 

$

282,425 

$

9,621 

$

292,046 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 













See the accompanying Notes to Condensed Consolidated Financial Statements.



7




INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 (In thousands)

 

 

 

Six Months Ended June 30,

 

 

2014

 

 

2013

CASH FLOWS PROVIDED BY (USED BY) OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income

$

7,885 

 

$

9,198 

 

Adjustments to reconcile net income to net change in cash from

 

 

 

 

 

 

 operating  activities:

 

 

 

 

 

 

Amortization of deferred acquisition costs

 

2,471 

 

 

12,388 

 

Net realized investment gains

 

(6,070)

 

 

(16,354)

 

Equity income from equity method investments

 

(741)

 

 

(1,160)

 

Depreciation and amortization

 

2,013 

 

 

2,342 

 

Share-based compensation expenses

 

683 

 

 

508 

 

Deferred tax  expense

 

1,885 

 

 

6,025 

 

Other

 

2,411 

 

 

2,623 

  Changes in assets and liabilities:

 

 

 

 

 

 

Net purchases of trading securities

 

(3,603)

 

 

(428)

 

Change in insurance liabilities

 

(48,149)

 

 

47,468 

 

Additions to deferred acquisition costs

 

(2,974)

 

 

(3,082)

 

Change in  amounts due from reinsurers

 

48,580 

 

 

(216,968)

 

Change in premium and claim funds

 

(1,882)

 

 

4,072 

 

Change in current income tax liability

 

4,702 

 

 

(782)

 

Change in due and unpaid premiums

 

153 

 

 

(23,716)

 

Change in other assets

 

6,310 

 

 

1,188 

 

Change in other liabilities

 

(6,303)

 

 

(3,284)

 

 

 

 

 

 

 

 

Net change in cash from operating activities

 

7,371 

 

 

(179,962)

 

 

 

 

 

 

CASH FLOWS PROVIDED BY (USED BY) INVESTING ACTIVITIES:

 

 

 

 

 

 

Net sales of securities under resale and repurchase agreements

 

3,334 

 

 

23,368 

 

Sales of equity securities

 

288 

 

 

10,029 

 

Purchases of equity securities

 

(998)

 

 

 

Sales of fixed maturities

 

222,627 

 

 

460,981 

 

Maturities and other repayments of fixed maturities

 

28,007 

 

 

32,970 

 

Purchases of fixed maturities

 

(254,891)

 

 

(368,514)

 

Other investing activities

 

2,082 

 

 

23,169 

 

 

 

 

 

 

 

Net change in cash from investing activities

 

449 

 

 

182,003 

 

 

 

 

 

 

CASH FLOWS PROVIDED BY (USED BY)  FINANCING ACTIVITIES:

 

 

 

 

 

 

Repurchases of common stock

 

(2,810)

 

 

(2,898)

 

Cash paid in acquisitions of noncontrolling interests

 

 

 

(1,199)

 

Withdrawals of investment-type insurance contracts

 

(1,555)

 

 

(1,570)

 

Dividends paid

 

(620)

 

 

(624)

 

Other financing activities

 

(433)

 

 

(718)

 

 

 

 

 

 

 

Net change in cash from financing activities

 

(5,418)

 

 

(7,009)

 

 

 

 

 

 

Net change in cash and cash equivalents

 

2,402 

 

 

(4,968)

Cash and cash equivalents, beginning of year

 

24,229 

 

 

23,945 

 

 

 

 

 

 

Cash and cash equivalents, end of period

$

26,631 

 

$

18,977 







See the accompanying Notes to Condensed Consolidated Financial Statements.



8


INDEPENDENCE HOLDING COMPANY AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)



Note 1.  

Organization, Consolidation, Basis of Presentation and Accounting Policies


(A)

Business and Organization


Independence Holding Company, a Delaware corporation (“IHC”), is a holding company principally engaged in the life and health insurance business through: (i) its insurance companies, Standard Security Life Insurance Company of New York ("Standard Security Life"),  Madison National Life Insurance Company, Inc. ("Madison National Life"), Independence American Insurance Company (“Independence American”); and (ii) its marketing and administrative companies, including IHC Risk Solutions, LLC, IHC Health Solutions, Inc., IHC Specialty Benefits Inc. and IHC Carrier Solutions, Inc.  IHC also owns a significant equity interest in a managing general underwriter (“MGU”) that writes medical stop-loss. Standard Security Life, Madison National Life and Independence American are sometimes collectively referred to as the “Insurance Group”. IHC and its subsidiaries (including the Insurance Group) are sometimes collectively referred to as the "Company", or “IHC”, or are implicit in the terms “we”, “us” and “our”.  


Geneve Corporation, a diversified financial holding company, and its affiliated entities, held 52.4% of IHC's outstanding common stock at June 30, 2014.

 

(B)

Consolidation


American Independence Corp.


The Company owned approximately 90% of the outstanding common stock of American Independence Corp. ("AMIC") at both June 30, 2014 and December 31, 2013. AMIC is an insurance holding company engaged in the insurance and reinsurance business.


 (C)

Basis of Presentation



The Condensed Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Condensed Consolidated Financial Statements include the accounts of IHC and its consolidated subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect:  (i) the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements; and (ii) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. IHC’s annual report on Form 10-K as filed with the Securities and Exchange Commission should be read in conjunction with the accompanying Condensed Consolidated Financial Statements.



In the opinion of management, all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial position and results of operations for the interim periods have been included. The condensed consolidated results of operations for the three months and six months ended June 30, 2014 are not necessarily indicative of the results to be anticipated for the entire year.





9


(D)

Reclassifications



Certain amounts in prior year’s Condensed Consolidated Financial Statements and Notes thereto have been reclassified to conform to the 2014 presentation.



(E)

Recent Accounting Pronouncements



Recently Adopted Accounting Standards


In July 2013, the Financial Accounting Standards Board (“FASB”), issued guidance for the presentation of unrecognized tax benefits to better reflect the manner in which an entity would settle, at the reporting date, any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The adoption of this guidance, effective January 1, 2014, did not have an effect on the Company’s consolidated financial statements.


In July 2011, the FASB issued guidance specifying that the liability for the fees paid to the Federal Government by health insurers as a result of recent healthcare reform legislation should be estimated and recorded in full once the entity provides qualifying health insurance in the applicable calendar year in which the fee is payable with a corresponding deferred cost that is amortized to expense using a straight-line method of allocation unless another method better allocates the fee over the calendar year that it is payable. The amendments in this Update became effective January 1, 2014 and in accordance with the provisions, IHC recorded the estimated gross liability for the mandated fees payable to the Federal Government of $1,500,000 and the corresponding deferred cost in the first quarter of 2014. The amounts were recorded in accounts payable, accruals and other liabilities and in other assets, respectively, on the Condensed Consolidated Balance Sheet. The deferred asset will be amortized ratably over the calendar year to selling, general and administrative expense in the Condensed Consolidated Statement of Income. Upon final assessment, the Company increased its gross liability for the mandated fees payable to the Federal Government to $1,816,000 as of June 30, 2014.


Recently Issued Accounting Standards Not Yet Adopted


In June 2014, the FASB issued explicit guidance for entities that grant their employees share-based payments in which the terms of the award include a performance target that affects vesting and could be achieved after the requisite service period.  This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Earlier adoption is permitted. The guidance may be applied either prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of this guidance is not expected to have a material effect on the Company’s consolidated financial statements.


In May 2014, the FASB issued revenue recognition guidance for entities that either enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards such as insurance contracts or lease contracts. The amendment provides specific steps that an entity should apply in order to achieve its main objective which is recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public entities, this guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and requires one of two specified retrospective methods of application. Early application is prohibited. Management has not yet determined the impact that the adoption of this guidance will have on the Company’s consolidated financial statements.



10



In April 2014, the FASB issued guidance: (i) improving the definition of discontinued operations by limiting the reporting of discontinued operations to disposals of components that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results; and (ii) requiring expanded disclosures for discontinued operations. Public entities are required to apply this guidance to: (i) all disposals (or classifications as held for sale) of components of the entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years; and (ii) to all businesses that, on acquisition, are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in previously issued financial statements. The adoption of this guidance is not expected to have a material effect on the Company’s consolidated financial statements.



 


Note 2.

Income Per Common Share


Diluted earnings per share was computed using the treasury stock method and includes incremental common shares, primarily from the dilutive effect of share-based payment awards,  amounting to 172,000 and 156,000 shares for the three months and six months ended June 30, 2014, respectively, and 52,000 and 86,000 shares for the three months and six months ended June 30, 2013, respectively.




Note  3.

Investment Securities


The cost (amortized cost with respect to certain fixed maturities), gross unrealized gains, gross unrealized losses and fair value of investment securities are as follows for the periods indicated (in thousands):



 

 

June 30, 2014

 

 

 

 

GROSS

 

GROSS

 

 

 

 

AMORTIZED

 

UNREALIZED

 

UNREALIZED

 

FAIR

 

 

COST

 

GAINS

 

LOSSES

 

VALUE

 

 

 

 

 

 

 

 

 

FIXED MATURITIES

 

 

 

 

 

 

 

 

AVAILABLE-FOR-SALE:

 

 

 

 

 

 

 

 

Corporate securities

$

210,454

$

1,467

$

(3,279)

$

208,642

CMOs - residential (1)

 

3,325

 

28

 

(6)

 

3,347

CMOs - commercial

 

975

 

-

 

(69)

 

906

U.S. Government obligations

 

25,356

 

135

 

 

25,491

Agency MBS - residential (2)

 

72

 

4

 

 

76

GSEs (3)

 

19,926

 

5

 

(259)

 

19,672

States and political subdivisions

 

250,549

 

3,157

 

(3,042)

 

250,664

Foreign government obligations

 

60,059

 

268

 

(1,596)

 

58,731

Redeemable preferred stocks

 

4,036

 

162

 

 

4,198

 

 

 

 

 

 

 

 

 

Total fixed maturities

$

574,752

$

5,226

$

(8,251)

$

571,727


EQUITY SECURITIES

 

 

 

 

 

 

 

 

AVAILABLE-FOR-SALE:

 

 

 

 

 

 

 

 

Common stocks

$

8,222

$

702

$

(76)

$

8,848

Nonredeemable preferred stocks

 

4,004

 

110

 

 

4,114

 

 

 

 

 

 

 

 

 

Total equity securities

$

12,226

$

812

$

(76)

$

12,962




11



 

 

December 31, 2013

 

 

 

 

GROSS

 

GROSS

 

 

 

 

AMORTIZED

 

UNREALIZED

 

UNREALIZED

 

FAIR

 

 

COST

 

GAINS

 

LOSSES

 

VALUE

 

 

 

 

 

 

 

 

 

FIXED MATURITIES

 

 

 

 

 

 

 

 

AVAILABLE-FOR-SALE:

 

 

 

 

 

 

 

 

Corporate securities

$

215,412

$

1,315

$

(7,467)

$

209,260

CMOs - residential (1)

 

2,457

 

8

 

(8)

 

2,457

CMOs - commercial

 

975

 

-

 

(382)

 

593

U.S. Government obligations

 

15,596

 

271

 

(6)

 

15,861

Agency MBS - residential (2)

 

79

 

4

 

 

83

GSEs (3)

 

28,484

 

4

 

(340)

 

28,148

States and political subdivisions

 

256,645

 

2,435

 

(9,377)

 

249,703

Foreign government obligations

 

34,437

 

20

 

(2,107)

 

32,350

Redeemable preferred stocks

 

4,036

 

74

 

(278)

 

3,832

 

 

 

 

 

 

 

 

 

Total fixed maturities

$

558,121

$

4,131

$

(19,965)

$

542,287


EQUITY SECURITIES

 

 

 

 

 

 

 

 

AVAILABLE-FOR-SALE:

 

 

 

 

 

 

 

 

Common stocks

$

7,517

$

328

$

(70)

$

7,775

Nonredeemable preferred stocks

 

4,004

 

58

 

(34)

 

4,028

 

 

 

 

 

 

 

 

 

Total equity securities

$

11,521

$

386

$

(104)

$

11,803


(1)

Collateralized mortgage obligations (“CMOs”).

(2)

Mortgage-backed securities (“MBS”).

(3)

Government-sponsored enterprises (“GSEs”) are private enterprises established and chartered by the Federal Government or its various insurance and lease programs which carry the full faith and credit obligation of the U.S. Government.



The amortized cost and fair value of fixed maturities available-for-sale at June 30, 2014, by contractual maturity, are shown below (in thousands). Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. CMOs and MBSs are shown separately, as they are not due at a single maturity.



 

 

 

AMORTIZED

 

 

FAIR

 

 

 

COST

 

 

VALUE

 

 

 

 

 

 

 

Due in one year or less

 

$

16,386

 

$

16,220

Due after one year through five years

 

 

79,181

 

 

78,983

Due after five years through ten years

 

 

208,270

 

 

206,892

Due after ten years

 

 

247,646

 

 

246,655

CMOs and MBSs

 

 

23,269

 

 

22,977

 

 

 

 

 

 

 

 

 

$

574,752

 

$

571,727





12


The following tables summarize, for all available-for-sale securities in an unrealized loss position, the aggregate fair value and gross unrealized loss by length of time those securities that have continuously been in an unrealized loss position for the periods indicated (in thousands):



 

 

June 30, 2014

 

 

 

 

 

 

 

 

 

 

 

Less than 12 Months

 

 

12 Months or Longer

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

Unrealized

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

 

Value

 

Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate securities

$

37,147

 

$

572

 

$

78,183

 

$

2,707

 

$

115,330

$

3,279

CMO’s  - residential

 

1,770

 

 

6

 

 

-

 

 

-

 

 

1,770

 

6

CMOs - commercial

 

-

 

 

-

 

 

906

 

 

69

 

 

906

 

69

GSEs

 

13,395

 

 

133

 

 

5,614

 

 

126

 

 

19,009

 

259

States and political subdivisions

 

34,752

 

 

482

 

 

102,168

 

 

2,560

 

 

136,920

 

3,042

Foreign governments

 

16,608

 

 

293

 

 

24,353

 

 

1,303

 

 

40,961

 

1,596

   Total fixed maturities

 

103,672

 

 

1,486

 

 

211,224

 

 

6,765

 

 

314,896

 

8,251

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

2,400

 

 

76

 

 

-

 

 

-

 

 

2,400

 

76

   Total equity securities

 

2,400

 

 

76

 

 

-

 

 

-

 

 

2,400

 

76

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Total temporarily impaired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

       securities

$

106,072

 

$

1,562

 

$

211,224

 

$

6,765

 

$

317,296

$

8,327

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of securities in an

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   unrealized loss position

 

49

 

 

 

 

 

67

 

 

 

 

 

116

 

 


 

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

Less than 12 Months

 

 

12 Months or Longer

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

Unrealized

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

 

Value

 

Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate securities

$

124,531

 

$

5,340

 

$

21,070

 

$

2,127

 

$

145,601

$

7,467

CMO’s  - residential

 

2,047

 

 

8

 

 

-

 

 

-

 

 

2,047

 

8

CMOs - commercial

 

-

 

 

-

 

 

593

 

 

382

 

 

593

 

382

U.S. Government obligations

 

493

 

 

6

 

 

-

 

 

-

 

 

493

 

6

GSEs

 

22,731

 

 

123

 

 

5,360

 

 

217

 

 

28,091

 

340

States and political subdivisions

 

149,704

 

 

7,312

 

 

32,983

 

 

2,065

 

 

182,687

 

9,377

Foreign governments

 

27,587

 

 

1,766

 

 

3,523

 

 

341

 

 

31,110

 

2,107

Redeemable preferred stocks

 

3,485

 

 

278

 

 

-

 

 

-

 

 

3,485

 

278

   Total fixed maturities

 

330,578

 

 

14,833

 

 

63,529

 

 

5,132

 

 

394,107

 

19,965

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

2,589

 

 

70

 

 

-

 

 

-

 

 

2,589

 

70

Nonredeemable preferred stocks

 

2,625

 

 

34

 

 

-

 

 

-

 

 

2,625

 

34

   Total equity securities

 

5,214

 

 

104

 

 

-

 

 

-

 

 

5,214

 

104

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Total temporarily impaired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

       securities

$

335,792

 

$

14,937

 

$

63,529

 

$

5,132

 

$

399,321

$

20,069

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of securities in an

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   unrealized loss position

 

126

 

 

 

 

 

27

 

 

 

 

 

153

 

 



Substantially all of the unrealized losses on fixed maturities available-for-sale at June 30, 2014 and December 31, 2013 relate to investment grade securities and are attributable to changes in market interest rates. Because the Company does not intend to sell, nor is it more likely than not that the Company will have to sell such investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2014.




13


Net realized investment gains (losses) are as follows for periods indicated (in thousands):



 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Sales of available-for-sale securities:

 

 

 

 

 

 

 

 

   Fixed maturities

$

3,882

$

11,825 

$

6,068 

$

16,276 

   Preferred stocks

 

(5)

 

64 

 

(5)

 

177 

      Total sales of available-for-sale securities

 

3,877

 

11,889 

 

6,063 

 

16,453 

 

 

 

 

 

 

 

 

 

Sales of trading securities

 

25

 

349 

 

30 

 

385 

Other gains (losses)

 

134

 

(415)

 

(575)

 

(654)

      Total realized gains (losses)

 

4,036

 

11,823 

 

5,518 

 

16,184 

 

 

 

 

 

 

 

 

 

Unrealized gains (losses) on trading securities:

 

 

 

 

 

 

 

 

   Change in unrealized gains (losses) on trading securities

 

483

 

(88)

 

552 

 

170 

      Total unrealized gains (losses)  on trading securities

 

483

 

(88)

 

552 

 

170 

 

 

 

 

 

 

 

 

 

Net realized investment gains (losses)

$

4,519

$

11,735

$

6,070 

$

16,354 



For the three months and six months ended June 30, 2014, proceeds from sales of available-for-sale securities were $127,977,000 and $225,527,000, respectively, and the Company realized gross gains of $3,999,000 and $6,604,000, respectively, and gross losses of $122,000  and $541,000, respectively, as a result of those sales. For the three months and six months ended June 30, 2013, proceeds from sales of available-for-sale securities were $374,651,000 and $471,010,000, respectively, and the Company realized gross gains of $14,104,000 and $18,736,000, respectively, and gross losses of $2,215,000 and $2,283,000, respectively, as a result of those sales.


Other-Than-Temporary Impairment Evaluations


We recognize an other-than-temporary impairment loss in earnings in the period that we determine: 1) we intend to sell the security; 2) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis; or 3) the security has a credit loss. Any non-credit portion of the other-than-temporary impairment loss is recognized in other comprehensive income (loss). See Note 1G(vi) to the Consolidated Financial Statements in the 2013 Annual Report for further discussion of the factors considered by management in its regular review to identify and recognize other-than-temporary impairments on available-for-sale securities. The Company did not recognize any other-than-temporary impairments on available-for-sale securities in 2014 or 2013.


Credit losses were recognized on certain fixed maturities for which each security also had an impairment loss recognized in other comprehensive income (loss). The rollforward of these credit losses were as follows for the periods indicated (in thousands):



 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Balance at beginning of year

$

473

$

1,976 

$

473

$

1,976 

Additional credit losses for which an other-than-

 

 

 

 

 

 

 

 

    temporary loss was previously recognized

 

-

 

 

-

 

Securities sold

 

-

 

(1,413)

 

-

 

(1,413)

 

 

 

 

 

 

 

 

 

Balance at end of period

$

473

$

563 

$

473

$

563 




14


The after-tax portion of other-than-temporary impairments included in accumulated other comprehensive income (loss) at both June 30, 2014 and December 31, 2013 consists of $335,000 related to CMO securities.




Note 4.

Cash Flow Hedge


In connection with its outstanding amortizing term loan, a subsidiary of IHC entered into an interest rate swap on July 1, 2011 with the commercial bank lender, for a notional amount equal to the debt principal amount ($6,000,000 at both June 30, 2014 and December 31, 2013), under which the Company receives a variable rate equal to the rate on the debt and pays a fixed rate (1.60%) in order to manage the risk in overall changes in cash flows attributable to forecasted interest payments. As a result of the interest rate swap, interest payments on this debt are fixed at 4.95%. There was no hedge ineffectiveness on this interest rate swap which was accounted for as a cash flow hedge. At June 30, 2014 and December 31, 2013, the fair value of interest rate swap was $166,000 and $204,000, respectively, which is included in other liabilities on the accompanying Condensed Consolidated Balance Sheets. See Note 5 for further discussion on the valuation techniques utilized to determine the fair value of the interest rate swap.




Note 5.

Fair Value Disclosures



For all financial and non-financial assets and liabilities accounted for at fair value on a recurring basis, the Company utilizes valuation techniques based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market expectations. These two types of inputs create the following fair value hierarchy:


Level 1 - Quoted prices for identical instruments in active markets.


Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.


Level 3 - Instruments where significant value drivers are unobservable.



The following section describes the valuation methodologies we use to measure different assets at fair value.

  

Investments in fixed maturities and equity securities:

  

Available-for-sale securities included in Level 1 are equities with quoted market prices. Level 2 is primarily comprised of our portfolio of government securities, agency mortgage-backed securities, corporate fixed income securities, collateralized mortgage obligations, municipals, GSEs and certain preferred stocks that were priced with observable market inputs. Level 3 securities consist primarily of CMO securities and municipal tax credit strips.  For these securities, we use industry-standard pricing methodologies, including discounted cash flow models, whose inputs are based on management’s assumptions and available market information. Significant unobservable inputs used in the fair value measurement of CMO’s are prepayment rates, probability of default, and loss severity in the event of default. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for loss severity and a directionally opposite change in the assumption used for prepayment rates. Further we retain independent pricing vendors to assist in valuing certain instruments.




15


Trading securities:


Trading securities included in Level 1 are equity securities with quoted market prices.


Interest rate swap:

  

The financial liability included in Level 2 consists of an interest rate swap on IHC debt.  It is valued using market observable inputs including market price, interest rate, and volatility within a Black Scholes model.


The following tables present our financial assets and liabilities measured at fair value on a recurring basis for the periods indicated (in thousands):



 

 

June 30, 2014

 

 

Level 1

 

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

FINANCIAL ASSETS:

 

 

 

 

 

 

 

 

 

Fixed maturities available-for-sale:

 

 

 

 

 

 

 

 

 

   Corporate securities

$

-

 

$

208,642

$

-

$

208,642

   CMOs - residential

 

-

 

 

3,347

 

-

 

3,347

   CMOs - commercial

 

-

 

 

-

 

906

 

906

   US Government obligations

 

-

 

 

25,491

 

-

 

25,491

   Agency MBS - residential

 

-

 

 

76

 

-

 

76

   GSEs

 

-

 

 

19,672

 

-

 

19,672

   States and political subdivisions

 

-

 

 

248,285

 

2,379

 

250,664

   Foreign government obligations

 

-

 

 

58,731

 

-

 

58,731

   Redeemable preferred stocks

 

4,198

 

 

-

 

-

 

4,198

      Total fixed maturities

 

4,198

 

 

564,244

 

3,285

 

571,727

 

 

 

 

 

 

 

 

 

 

Equity securities available-for-sale:

 

 

 

 

 

 

 

 

 

   Common stocks

 

8,848

 

 

-

 

-

 

8,848

   Nonredeemable preferred stocks

 

4,114

 

 

-

 

-

 

4,114

      Total equity securities

 

12,962

 

 

-

 

-

 

12,962

 

 

 

 

 

 

 

 

 

 

Trading securities - equities

 

11,600

 

 

-

 

-

 

11,600

       Total trading securities

 

11,600

 

 

-

 

-

 

11,600

 

 

 

 

 

 

 

 

 

 

Total Financial Assets

$

28,760

 

$

564,244

$

3,285

$

596,289

 

 

 

 

 

 

 

 

 

 

FINANCIAL LIABILITIES:

 

 

 

 

 

 

 

 

 

   Interest rate swap

$

-

 

$

166

$

-

$

166




16



 

 

December 31, 2013

 

 

Level 1

 

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

FINANCIAL ASSETS:

 

 

 

 

 

 

 

 

 

Fixed maturities available-for-sale:

 

 

 

 

 

 

 

 

 

   Corporate securities

$

-

 

$

209,260

$

-

$

209,260

   CMOs - residential

 

-

 

 

2,457

 

-

 

2,457

   CMOs - commercial

 

-

 

 

-

 

593

 

593

   US Government obligations

 

-

 

 

15,861

 

-

 

15,861

   Agency MBS - residential

 

-

 

 

83

 

-

 

83

   GSEs

 

-

 

 

28,148

 

-

 

28,148

   States and political subdivisions

 

-

 

 

247,262

 

2,441

 

249,703

   Foreign government obligations

 

-

 

 

32,350

 

-

 

32,350

   Redeemable preferred stocks

 

3,832

 

 

-

 

-

 

3,832

      Total fixed maturities

 

3,832

 

 

535,421

 

3,034

 

542,287

 

 

 

 

 

 

 

 

 

 

Equity securities available-for-sale:

 

 

 

 

 

 

 

 

 

   Common stocks

 

7,775

 

 

-

 

-

 

7,775

   Nonredeemable preferred stocks

 

4,028

 

 

-

 

-

 

4,028

      Total equity securities

 

11,803

 

 

-

 

-

 

11,803

 

 

 

 

 

 

 

 

 

 

Trading securities - equities

 

7,125

 

 

-

 

-

 

7,125

       Total trading securities

 

7,125

 

 

-

 

-

 

7,125

 

 

 

 

 

 

 

 

 

 

Total Financial Assets

$

22,760

 

$

535,421

$

3,034

$

561,215

 

 

 

 

 

 

 

 

 

 

FINANCIAL LIABILITIES:

 

 

 

 

 

 

 

 

 

   Interest rate swap

$

-

 

$

204

$

-

$

204




It is the Company’s policy to recognize transfers of assets and liabilities between levels of the fair value hierarchy at the end of a reporting period. The Company does not transfer out of Level 3 and into Level 2 until such time as observable inputs become available and reliable or the range of available independent prices narrow.

There were no securities transferred between Level 1, Level 2 or Level 3 in 2014 or 2013. The following table presents the changes in fair value of our Level 3 financial instruments for the periods indicated (in thousands):



 

 

 

 

Three Months Ended June 30, 2014

 

 

 

 

 

 

States and

 

 

 

 

 

 

CMOs

 

Political

 

 

 

 

 

 

Commercial

 

Subdivisions

 

Total

 

 

 

 

 

 

 

 

 

Beginning balance

 

 

$

869

$

2,410 

$

3,279 

 

 

 

 

 

 

 

 

 

Gains (losses) included in other comprehensive income (loss):

 

 

 

 

 

 

 

 

    Net unrealized gains (losses)

 

 

 

37

 

(15)

 

22 

 

 

 

 

 

 

 

 

 

Repayments and amortization of fixed maturities

 

 

 

-

 

(16)

 

(16)

 

 

 

 

 

 

 

 

 

Balance at end of period

 

 

$

906

$

2,379 

$

3,285 




17



 

 

Three Months Ended June 30, 2013

 

 

CMOs

 

States and

 

 

 

 

 

 

 

 

Political

 

 

 

 

Residential

 

Commercial

 

Subdivisions

 

Total

 

 

 

 

 

 

 

 

 

Beginning balance

$

9,755 

$

576 

$

2,529 

$

12,860 

 

 

 

 

 

 

 

 

 

Gains (losses) included in earnings:

 

 

 

 

 

 

 

 

    Net realized investment gains

 

3,145 

 

-

 

 

3,145 

 

 

 

 

 

 

 

 

 

Gains (losses) included in other comprehensive income (loss):

 

 

 

 

 

 

 

 

    Net unrealized gains (losses)

 

(2,957)

 

(5)

 

(19)

 

(2,981)

 

 

 

 

 

 

 

 

 

Sales of securities

 

(5,286)

 

-

 

 

(5,286)

Repayments and amortization of fixed maturities

 

(287)

 

-

 

(9)

 

(296)

 

 

 

 

 

 

 

 

 

Balance at end of period

$

4,370 

$

571

$

2,501 

$

7,442 


 

 

 

 

Six Months Ended June 30, 2014

 

 

 

 

 

 

States and

 

 

 

 

 

 

CMOs

 

Political

 

 

 

 

 

 

Commercial

 

Subdivisions

 

Total

 

 

 

 

 

 

 

 

 

Beginning balance

 

 

$

593

$

2,441 

$

3,034 

 

 

 

 

 

 

 

 

 

Gains (losses) included in other comprehensive income (loss):

 

 

 

 

 

 

 

 

    Net unrealized gains (losses)

 

 

 

313

 

(31)

 

282 

 

 

 

 

 

 

 

 

 

Repayments and amortization of fixed maturities

 

 

 

-

 

(31)

 

(31)

 

 

 

 

 

 

 

 

 

Balance at end of period

 

 

$

906

$

2,379 

$

3,285 


 

 

Six Months Ended June 30, 2013

 

 

CMOs

 

States and

 

 

 

 

 

 

 

 

Political

 

 

 

 

Residential

 

Commercial

 

Subdivisions

 

Total

 

 

 

 

 

 

 

 

 

Beginning balance

$

14,053 

$

570

$

2,558 

$

17,181 

 

 

 

 

 

 

 

 

 

Gains (losses) included in earnings:

 

 

 

 

 

 

 

 

    Net realized investment gains

 

4,635 

 

-

 

 

4,635 

 

 

 

 

 

 

 

 

 

Gains (losses) included in other comprehensive income (loss):

 

 

 

 

 

 

 

 

    Net unrealized gains (losses)

 

(4,249)

 

1

 

(42)

 

(4,290)

 

 

 

 

 

 

 

 

 

Sales of securities

 

(9,320)

 

-

 

 

(9,320)

Repayments and amortization of fixed maturities

 

(749)

 

-

 

(15)

 

(764)

 

 

 

 

 

 

 

 

 

Balance at end of period

$

4,370 

$

571

$

2,501 

$

7,442 





18


The following table provides carrying values, fair values and classification in the fair value hierarchy of the Company’s financial instruments, for the periods indicated, that are not carried at fair value but are subject to fair value disclosure requirements, for the periods indicated (in thousands):



 

 

June 30, 2014

 

December 31, 2013

 

 

Level 2

 

 

 

 

Level 2

 

 

 

 

 

Fair

 

 

Carrying

 

Fair

 

 

Carrying

 

 

Value

 

 

Value

 

Value

 

 

Value

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL ASSETS:

 

 

 

 

 

 

 

 

 

 

  Policy loans

$

13,852

 

$

11,062

$

14,177

 

$

11,328

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL LIABILITIES:

 

 

 

 

 

 

 

 

 

 

  Funds on deposit

$

234,812

 

$

234,863

$

274,773

 

$

274,826

  Debt and junior subordinated

 

 

 

 

 

 

 

 

 

 

     debt securities

$

44,146

 

$

44,146

$

44,146

 

$

44,146



The following methods and assumptions were used to estimate the fair value of the financial instruments that are not carried at fair value in the Condensed Consolidated Financial Statements:


(A)

Policy Loans


The fair value of policy loans included in Level 2 of the fair value hierarchy is estimated by projecting aggregate loan cash flows to the end of the expected lifetime period of the life insurance business at the average policy loan rates, and discounting them at a current market interest rate.


(B)

Funds on Deposit


The Company has two types of funds on deposit. The first type is credited with a current market interest rate, resulting in a fair value which approximates the carrying amount. The second type carries fixed interest rates which are higher than current market interest rates. The fair value of these deposits was estimated by discounting the payments using current market interest rates. The Company's universal life policies are also credited with current market interest rates, resulting in a fair value which approximates the carrying amount. Both types of funds on deposit are included in Level 2 of the fair value hierarchy.


(C)

Debt


The fair value of debt with variable interest rates approximates its carrying amount and is included in Level 2 of the fair value hierarchy.




Note 6.

Goodwill and Other Intangible Assets


The carrying amount of goodwill was $50,318,000 at June 30, 2014 and December 31, 2013.




19


The Company has net other intangible assets of $13,409,000 and $14,767,000 at June 30, 2014 and December 31, 2013, respectively, which are included in other assets in the Condensed Consolidated Balance Sheets. These intangible assets consist of: (i) finite-lived intangible assets, principally the fair value of acquired agent and broker relationships, which are subject to amortization; and (ii) indefinite-lived intangible assets which consist of the estimated fair value of insurance licenses that are not subject to amortization. The gross carrying amounts of these other intangible assets are as follows for the periods indicated (in thousands):



 

 

June 30, 2014

 

December 31, 2013

 

 

Gross

 

 

 

Gross

 

 

 

 

Carrying

 

Accumulated

 

Carrying

 

Accumulated

 

 

Amount

 

Amortization

 

Amount

 

Amortization

 

 

 

 

 

 

 

 

 

Finite-lived Intangible Assets:

 

 

 

 

 

 

 

 

   Agent and broker relationships

$

22,725

$

17,293

$

22,725

$

15,935




 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

2014

 

2013

Indefinite-lived Intangible Assets:

 

 

 

 

 

 

 

 

    Insurance licenses

 

 

 

 

$

7,977

$

7,977



Amortization expense was $679,000 and $1,358,000 for the three months and six months ended June 30, 2014, respectively, and was $834,000 and $1,636,000 for the three months and six months ended June 30, 2013.





Note 7.

 

Income Taxes


The provisions for income taxes shown in the Condensed Consolidated Statements of Income were computed based on the Company's actual results, which approximate the effective tax rate expected to be applicable for the balance of the current fiscal year in accordance with consolidated life/non-life group income tax regulations. Such regulations adopt a subgroup method in determining consolidated taxable income, whereby taxable income is determined separately for the life insurance company group and the non-life insurance company group.


At June 30, 2014, AMIC had net operating loss carryforwards of approximately $264,769,000 for federal income tax purposes, expiring in varying amounts through the year 2028, with a significant portion expiring in 2020. The net deferred tax asset relative to AMIC included in other assets on IHC’s Condensed Consolidated Balance Sheets was $10,052,000 and $10,689,000 at June 30, 2014 and December 31, 2013, respectively.




Note 8.

Accumulated Other Comprehensive Income (Loss)


The components of other comprehensive income (loss) include (i) the after-tax net unrealized gains and losses on investment securities available-for-sale, including the subsequent increases and decreases in fair value of available-for-sale securities previously impaired and the non-credit related component of other-than-temporary impairments of fixed maturities and (ii) the after-tax unrealized gains and losses on a cash flow hedge.




20


Changes in the balances for each component of accumulated other comprehensive income (loss), shown net of taxes, for the periods indicated were as follows (in thousands):



 

 

Three Months Ended June 30, 2014

 

 

Unrealized

 

 

 

 

 

 

 

 

Gains (Losses) on

 

 

 

 

 

 

 

 

Available-for Sale

 

 

Cash Flow

 

 

 

 

 

Securities

 

 

Hedge

 

 

Total

 

 

 

 

 

 

 

 

 

Beginning balance

$

(4,842)

 

$

(112)

 

$

(4,954)

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before reclassifications

 

6,145

 

 

13 

 

 

6,158

Amounts reclassified from accumulated OCI

 

(2,641)

 

 

 

 

(2,641)

   Net other comprehensive income (loss)

 

3,504

 

 

13 

 

 

3,517

 

 

 

 

 

 

 

 

 

Less: Other comprehensive income attributable

 

 

 

 

 

 

 

 

    to noncontrolling interests

 

(82)

 

 

 

 

(82)

 

 

 

 

 

 

 

 

 

Ending balance

$

(1,420)

 

$

(99)

 

$

(1,519)


 

 

Three Months Ended June 30, 2013

 

 

Unrealized

 

 

 

 

 

 

 

 

Gains (Losses) on

 

 

 

 

 

 

 

 

Available-for Sale

 

 

Cash Flow

 

 

 

 

 

Securities

 

 

Hedge

 

 

Total

 

 

 

 

 

 

 

 

 

Beginning balance

$

13,831 

 

$

(204)

 

$

13,627 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before reclassifications

 

(9,992)

 

 

13 

 

 

(9,979)

Amounts reclassified from accumulated OCI

 

(7,572)

 

 

 

 

(7,572)

   Net other comprehensive income (loss)

 

(17,564)

 

 

13 

 

 

(17,551)

 

 

 

 

 

 

 

 

 

Less: Other comprehensive loss attributable

 

 

 

 

 

 

 

 

    to noncontrolling interests

 

465 

 

 

 

 

465 

Acquired from noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

$

(3,268)

 

$

(191)

 

$

(3,459)


 

 

Six Months Ended June 30, 2014

 

 

Unrealized

 

 

 

 

 

 

 

 

Gains (Losses) on

 

 

 

 

 

 

 

 

Available-for Sale

 

 

Cash Flow

 

 

 

 

 

Securities

 

 

Hedge

 

 

Total

 

 

 

 

 

 

 

 

 

Beginning balance

$

(10,350)

 

$

(122)

 

$

(10,472)

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before reclassifications

 

12,763

 

 

23 

 

 

12,786

Amounts reclassified from accumulated OCI

 

(3,620)

 

 

 

 

(3,620)

   Net other comprehensive income (loss)

 

9,143

 

 

23 

 

 

9,166

 

 

 

 

 

 

 

 

 

Less: Other comprehensive income attributable

 

 

 

 

 

 

 

 

    to noncontrolling interests

 

(213)

 

 

 

 

(213)

 

 

 

 

 

 

 

 

 

Ending balance

$

(1,420)

 

$

(99)

 

$

(1,519)




21



 

 

Six Months Ended June 30, 2013

 

 

Unrealized

 

 

 

 

 

 

 

 

Gains (Losses) on

 

 

 

 

 

 

 

 

Available-for Sale

 

 

Cash Flow

 

 

 

 

 

Securities

 

 

Hedge

 

 

Total

 

 

 

 

 

 

 

 

 

Beginning balance

$

15,231 

 

$

(218)

 

$

15,013 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before reclassifications

 

(8,544)

 

 

27 

 

 

(8,517)

Amounts reclassified from accumulated OCI

 

(10,547)

 

 

 

 

(10,547)

   Net other comprehensive income (loss)

 

(19,091)

 

 

27 

 

 

(19,064)

 

 

 

 

 

 

 

 

 

Less: Other comprehensive loss attributable

 

 

 

 

 

 

 

 

    to noncontrolling interests

 

556 

 

 

 

 

556 

Acquired from noncontrolling interests

 

36 

 

 

 

 

36 

 

 

 

 

 

 

 

 

 

Ending balance

$

(3,268)

 

$

(191)

 

$

(3,459)



Presented below are the amounts reclassified out of accumulated other comprehensive income (loss) and recognized in earnings for each of the periods indicated (in thousands):



 

 

Three Months Ended

 

Six months Ended

 

 

June 30,

 

June 30,

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Unrealized gains (losses) on available-for-sale securities

 

 

 

 

 

 

 

 

   reclassified during the period to the following income

 

 

 

 

 

 

 

 

   statement line items:

 

 

 

 

 

 

 

 

      Net realized investment gains

$

4,009

$

11,475

$

 5,486

$

15,801

 

 

 

 

 

 

 

 

 

      Income before income tax

 

4,009

 

11,475

 

 5,486

 

15,801

      Tax effect

 

1,368

 

3,903

 

 1,866

 

5,254

 

 

 

 

 

 

 

 

 

      Net income

$

2,641

$

7,572

$

 3,620

$

10,547






Note 9.

Share-Based Compensation


IHC and AMIC each have share-based compensation plans. The following is a summary of the activity pertaining to each of these plans.


A)  IHC Share-Based Compensation Plans



Under the terms of IHC’s stock-based compensation plans, option exercise prices are more than or equal to the quoted market price of the shares at the date of grant; option terms are generally five years; and vesting periods are generally three years. The fair value of an option award is estimated on the date of grant using the Black-Scholes option valuation model. In addition to stock options, the Company has also granted restricted stock units, share appreciation rights (“SARs”) and share-based performance awards under the plans. Restricted share units are valued at the quoted market price of the shares at the date of grant and have a three year vesting period. Compensation costs for options and restricted share units are recognized over the stated vesting periods on a straight-line basis. Exercise prices of SARs are more than or equal to the quoted market price of IHC shares at the date of the grant and have three year vesting periods. The fair value of SARs is calculated using the Black-Scholes valuation model at the grant date and each subsequent reporting period until settlement. Compensation cost is based on the proportionate amount of the requisite service that has been rendered to date. Once fully vested, changes in fair value of the SARs continue to be recognized as compensation expense in the period of the change until settlement.





22


At June 30, 2014, there were 376,186 shares available for future stock-based compensation grants under IHC’s stock incentive plans. The following table summarizes share-based compensation expense, which is included in selling, general and administrative expenses on the Condensed Consolidated Statements of Income, applicable to the IHC plans  by award type for each of the periods indicated (in thousands):



 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2014

 

2013

 

 

2014

 

2013

IHC’s Share-based Compensation Plan:

 

 

 

 

 

 

 

 

 

Stock options

$

471 

$

77

 

$

537 

$

90 

Restricted stock units

 

23 

 

14

 

 

42 

 

27 

SARs

 

158 

 

279

 

 

77 

 

379 

Performance awards

 

 

-

 

 

 

(5)

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense, pre-tax

 

652 

 

370

 

 

656 

 

491 

Tax benefits

 

260 

 

148

 

 

262 

 

196 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense, net

$

392 

$

222

 

$

394 

$

295 



Stock Options


The Company’s stock option activity during 2014 was as follows:



 

 

Shares

 

Weighted- Average

 

 

Under Option

 

Exercise Price

 

 

 

 

 

December 31, 2013

 

616,858 

 

$

9.35

Expired

 

 (2,178)

 

 

14.75

June 30, 2014

 

614,680 

 

$

9.33



In May 2014, option agreements affecting 15 employees were modified to extend the expirations of their terms from 2015 to 2017 and as a result, the Company recorded incremental compensation costs of $405,000.


The following table summarizes information regarding outstanding and exercisable options:



 

 

June 30, 2014

 

 

Outstanding

 

Exercisable

 

 

 

 

 

Number of options

 

614,680

 

532,180

Weighted average exercise price per share

$

9.33

$

9.23

Aggregate intrinsic value for all options (in thousands)

$

2,949

$

2,607

Weighted average contractual term remaining

 

2.8 years

 

2.7 years



As of June 30, 2014, the total unrecognized compensation expense related to non-vested stock options was $188,000, which is expected to be recognized over the remaining requisite weighted-average service period of.7 years.




23


Restricted Stock


The following table summarizes restricted stock activity for the six months ended June 30, 2014:




 

 

No. of

 

Weighted-Average

 

 

Non-vested

 

   Grant-Date

 

 

Shares

 

Fair Value

 

 

 

 

 

December 31, 2013

 

14,850 

 

$

10.60

 

Granted

 

7,425 

 

 

13.27

 

Vested

 

(4,950)

 

 

10.53

 

 

 

 

 

 

 

 

June 30, 2014

 

17,325 

 

$

11.77

 




IHC granted 7,425 shares of restricted stock awards during each of the six months ended June 30, 2014 and 2013 with weighted average grant-date fair values of $13.27 and $11.66, respectively, per share. The total fair value of restricted stock that vested during each of the first six months of 2014 and 2013 was $68,000 and $37,000, respectively.


As of June 30, 2014, the total unrecognized compensation expense related to non-vested restricted stock unit awards was $173,000 which is expected to be recognized over the remaining requisite weighted-average service period of 1.9 years.


SARs


IHC had 250,150 and 251,800 of SAR awards outstanding at June 30, 2014 and December 31, 2013, respectively. Included in Other Liabilities in the Company’s Condensed Consolidated Balance Sheets at June 30, 2014 and December 31, 2013 are liabilities of $1,384,000 and $1,307,000, respectively, pertaining to SARs.


B)

AMIC Share-Based Compensation Plans



Under the terms of the AMIC’s stock-based compensation plan, option exercise prices are equal to the quoted market price of the shares at the date of grant; option terms are ten years; and vesting periods range from three to four years.  The Company may also grant shares of restricted stock, stock appreciation rights and share-based performance awards.  Restricted shares are valued at the quoted market price of the shares at the date of grant, and have a three year vesting period.



The following table summarizes share-based compensation expense, which is included in selling, general and administrative expenses on the Condensed Consolidated Statements of Income, applicable to the AMIC share-based compensation plans, by award type for each of the periods indicated (in thousands):



 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

AMIC’s Share-based Compensation Plans:

 

 

 

 

 

 

 

 

 

Stock options

 

$

16

$

9

$

27

$

17

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense, pre-tax

 

 

16

 

9

 

27

 

17

Tax benefits

 

 

5

 

3

 

10

 

6

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense, net

 

$

11

$

6

$

17

$

11





24


Stock Options


AMIC’s stock option activity for the six months ended June 30, 2014 is as follows:



 

 

Shares

 

Weighted- Average

 

 

Under Option

 

Exercise Price

 

 

 

 

 

 

December 31, 2013

 

222,285 

 

$

11.46

Granted

 

13,334 

 

 

10.80

Exercised

 

(6,667)

 

 

4.87

Expired

 

(62,336)

 

 

14.58

June 30, 2014

 

166,616 

 

$

10.50



The following table summarizes information regarding AMIC’s outstanding and exercisable options as of June 30, 2014:



 

 

June 30, 2014

 

 

Outstanding

 

Exercisable

 

 

 

 

 

Number of options

 

166,616

 

144,393

Weighted average exercise price per share

$

10.50

$

10.69

Aggregate intrinsic value for all options (in thousands)

$

385

$

321

Weighted average contractual term remaining

 

3.69 years

 

2.79 years



The fair value of an option award is estimated on the date of grant using the Black-Scholes option valuation model.  The weighted average grant-date fair-value of options granted during the six months ended June 30, 2014 and 2013 was $5.70 and $4.04 per share, respectfully.  The assumptions set forth in the table below were used to value the stock options granted during the six months ended June 30, 2014 and 2013:



 

 

June 30,

 

 

2014

 

2013

 

 

 

 

 

Weighted-average risk-free interest rate

 

2.72%

 

2.30%

Annual dividend rate per share

 

-

 

-

Weighted-average volatility factor of the Company's common stock

 

38.27%

 

45.00%

Weighted-average expected term of options

 

5 years

 

   5 years





As of June 30, 2014, the total unrecognized compensation expense related to AMIC’s non-vested options was $108,000 which will be recognized over the remaining requisite service periods.





Note 10.

Supplemental Disclosures of Cash Flow Information


Net cash payments (receipts) for income taxes were $(2,763,000) and $(961,000) during the six months ended June 30, 2014 and 2013.


Cash payments for interest were $922,000 and $985,000 during the six months ended June 30, 2014 and 2013, respectively.




25




Note 11.

Commitments and Contingencies


On September 1, 2013, Madison National Life entered into an agreement with a former policyholder and accrued for a return of premium in connection with health insurance business written during 2007.  The agreement was entered into in response to a potential lawsuit. In April 2014, the Company fulfilled its obligation under the terms of the agreement with a payment of $1,541,000 representing return of premium reserves (net of recoveries). The Company terminated the MGU that produced this business in 2008.




Note 12.

 Segment Reporting


The Insurance Group principally engages in the life and health insurance business. Information by business segment is presented below for the periods indicated (in thousands):



 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30

 

 

2014

 

2013

 

2014

 

2013

Revenues:

 

 

 

 

 

 

 

 

Medical Stop-Loss

$

45,499 

$

43,668 

$

93,087 

$

85,790 

Fully  Insured Health(A)  

 

60,888 

 

68,435 

 

127,427 

 

132,118 

Group disability, life, annuities and DBL

 

16,716 

 

16,369 

 

33,143 

 

30,843 

Individual life, annuities and other

 

8,347 

 

11,673 

 

17,285 

 

24,620 

Corporate

 

50 

 

20 

 

79 

 

57 

 

 

131,500 

 

140,165 

 

271,021 

 

273,428 

Net realized investment gains

 

4,519 

 

11,735 

 

6,070 

 

16,354 

    Total revenues

$

136,019 

$

151,900 

$

277,091 

$

289,782 

 

 

 

 

 

 

 

 

 

Income before income taxes:

 

 

 

 

 

 

 

 

Medical Stop-Loss

$

4,653 

$

3,416 

$

9,391 

$

6,432 

Fully Insured Health(A)

 

47 

 

191 

 

1,955 

 

(141)

Group disability, life, annuities and DBL

 

2,003 

 

2,399 

 

3,180 

 

3,975 

Individual life, annuities and other (B)

 

(2,111)

 

(9,549)

 

(3,220)

 

(9,167)

Corporate

 

(2,491)

 

(1,378)

 

(4,410)

 

(2,537)

 

 

2,101 

 

(4,921)

 

6,896 

 

(1,438)

Net realized investment gains

 

4,519 

 

11,735 

 

6,070 

 

16,354 

Interest expense

 

(337)

 

(490)

 

(818)

 

(977)

 

 

 

 

 

 

 

 

 

    Income before income taxes

$

6,283 

$

6,324 

$

12,148 

$

13,939 




(A)

The Fully Insured Health segment includes amortization of intangible assets. Total amortization expense was $492,000 and $607,000 for the three months ended June 30, 2014 and 2013, respectively, and was $984,000 and $1,209,000, respectively, for the six months ended June 30, 2014 and 2013. Amortization expense for the other segments is not material to their operating results.


(B)

For the three months and six months ended June 30, 2013, the Individual life, annuities and other segment includes the write-off of $9,307,000 of deferred acquisition costs in connection with a coinsurance agreement.





26


ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS


The following discussion of the financial condition and results of operations of Independence Holding Company ("IHC") and its subsidiaries (collectively, the "Company") should be read in conjunction with, and is qualified in its entirety by reference to, the Consolidated Financial Statements of the Company and the related Notes thereto appearing in our annual report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission, and our unaudited Condensed Consolidated Financial Statements and related Notes thereto appearing elsewhere in this quarterly report.


Overview


Independence Holding Company, a Delaware corporation (“IHC”), is a holding company principally engaged in the life and health insurance business through: (i) its insurance companies, Standard Security Life Insurance Company of New York ("Standard Security Life"),  Madison National Life Insurance Company, Inc. ("Madison National Life"), Independence American Insurance Company (“Independence American”); and (ii) its marketing and administrative companies, including IHC Risk Solutions, LLC (“Risk Solutions”), IHC Health Solutions, Inc., IHC Specialty Benefits, Inc. and IHC Carrier Solutions, Inc. IHC also owns a significant equity interest in a managing general underwriter (“MGU”) that writes Medical Stop-Loss. Standard Security Life, Madison National Life and Independence American are sometimes collectively referred to as the “Insurance Group”. IHC and its subsidiaries (including the Insurance Group) are sometimes collectively referred to as the "Company", or “IHC”, or are implicit in the terms “we”, “us” and “our”.   At June 30, 2014, the Company also owned approximately a 90% interest in American Independence Corp. ("AMIC").


While management considers a wide range of factors in its strategic planning and decision-making, underwriting profit is consistently emphasized as the primary goal in all decisions as to whether or not to increase our retention in a core line, expand into new products, acquire an entity or a block of business, or otherwise change our business model.  Management's assessment of trends in healthcare and morbidity, with respect to medical stop-loss, fully insured medical, disability and DBL; mortality rates with respect to life insurance; and changes in market conditions in general play a significant role in determining the rates charged, deductibles and attachment points quoted, and the percentage of business retained. IHC also seeks transactions that permit it to leverage its vertically integrated organizational structure by generating fee income from production and administrative operating companies as well as risk income for its carriers and profit commissions.  Management has always focused on managing the costs of its operations and providing its insureds with the best cost-containment tools available.




27


The following is a summary of key performance information and events:


The results of operations for the three months ended June 30, 2014 and 2013 are summarized as follows (in thousands):

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Revenues

$

136,019 

$

151,900 

$

277,091 

$

289,782 

Expenses

 

129,736 

 

145,576 

 

264,943 

 

275,843 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

6,283 

 

6,324 

 

12,148 

 

13,939 

Income taxes

 

2,403 

 

2,166 

 

4,263 

 

4,741 

 

 

 

 

 

 

 

 

 

Net income

 

3,880 

 

4,158 

 

7,885 

 

9,198 

 

 

 

 

 

 

 

 

 

Less: Income from noncontrolling interests in subsidiaries

 

(32)

 

(467)

 

(336)

 

(806)

 

 

 

 

 

 

 

 

 

 

Net income attributable to IHC

$

3,848 

$

3,691 

$

7,549 

$

8,392 

 

 

 

 

 

 

 

 

 


o

Net income of $.22 per share, diluted, for the three months ended June 30, 2014 compared to $.21 per share, diluted, for the same period in 2013. Net income of $.43 per share, diluted, for the six months ended June 30, 2014 compared to $.47 per share, diluted, for the same period in 2013.


o

Consolidated investment yields (on an annualized basis) of 3.3% and 3.4% for the three months and six months ended June 30, 2014 compared to 3.5% and 3.7% for the comparable period in 2013 and $6.1 million of net realized investment gains for the six months ended June 30, 2014 as compared to $16.4 million for the comparable period in 2013. A significant portion of the 2013 net realized investment gains resulted from sales of invested assets in connection with the transfer of assets in accordance with the  terms of a coinsurance agreement;


o

Book value of $16.18 per common share at June 30, 2014 compared to $15.22 at December 31, 2013.


The following is a summary of key performance information by segment:


o

The Medical Stop-Loss segment reported income before taxes of $4.7 million for the second quarter of 2014 compared to $3.4 million in the same quarter in 2013, and reported income before taxes of $9.4 million for the first six months of 2014 compared to $6.4 million for the same period in 2013. The increase is largely a result of lower expense ratios in 2014, primarily due to lower commission expenses in 2014;


o

Premiums earned increased $1.3 million and $6.6 million for the three months and six months ended June 30, 2014, respectively, when compared to the same periods in 2013. The increase in premiums earned is primarily due to increased volume of business produced by IHC Risk Solutions.


o

Underwriting experience for the Medical Stop-Loss segment, as indicated by its U.S. GAAP Combined Ratios, is as follows for the periods indicated (in thousands):




28




 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Premiums Earned

$

43,790

$

42,539

$

89,376

$

82,794

Insurance Benefits, Claims & Reserves

 

29,971

 

28,580

 

61,796

 

57,494

Expenses

 

10,170

 

11,556

 

20,452

 

21,229

 

 

 

 

 

 

 

 

 

Loss Ratio(A)

 

68.4%

 

67.2%

 

69.1%

 

69.5%

Expense Ratio (B)

 

23.2%

 

27.2%

 

22.9%

 

25.6%

Combined Ratio (C)

 

91.6%

 

94.4%

 

92.0%

 

95.1%


(A)

Loss represents insurance benefits, claims and reserves divided by premiums earned.

(B)

Expense ratio represents commissions, administrative fees, premium taxes and other underwriting expenses divided by premiums earned.

(C)

The combined ratio is equal to the sum of the loss ratio and the expense ratio.


·

The Fully Insured Health segment reported break-even results for both the three months ended June 30, 2014 and 2013, and reported $2.0 million of income before taxes for the six months ended June 30, 2014 as compared to a pre-tax loss of $0.1 million for the comparable period in 2013.  The increase is primarily due to lower loss ratios in 2014;


o

Premiums earned decreased $4.9 million and $4.4 million for the three months and six months ended June 30, 2014 over the comparable periods in 2013. Premiums increased in the ancillary, pet and occupational accident lines of business as a result of higher volume, but these were more than offset by a decrease in premiums of $17.1 million and $28.9 million for the three months and six months as a result of the planned run-off of major medical health plans for individuals and families (“IMM”), which we exited in 2013, the run-off of the block of vision business in New York, and a decrease in small group major medical.


o

Underwriting experience, as indicated by its U.S. GAAP Combined Ratios, for the Fully Insured segment are as follows for the periods indicated (in thousands):

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Premiums Earned

$

57,015

$

61,852

$

114,324

$

118,751

Insurance Benefits, Claims & Reserves

 

38,137

 

43,780

 

75,558

 

83,458

Expenses

 

19,238

 

18,927

 

38,247

 

37,084

 

 

 

 

 

 

 

 

 

Loss Ratio

 

66.9%

 

70.8%

 

66.1%

 

70.3%

Expense Ratio

 

33.7%

 

30.6%

 

33.4%

 

31.2%

Combined Ratio

 

100.6%

 

101.4%

 

99.5%

 

101.5%



o

The lower loss ratio in 2014 is primarily attributable to the effects of exiting the IMM markets in 2013.  In 2013, the Company recorded an increase in claims experience on IMM and small group major medical produced by certain non-owned third party administrators, which we attribute, in large part, to changes brought on by health care reform, and to a reserve adjustment related to business written through an MGU that was previously terminated. As we adjust our mix of business from major medical to that of a specialty



29


health insurance company, we anticipate improved loss ratios and a somewhat higher expense ratio concomitant with this type of product.


·

Income before taxes from the Group disability, life, annuities and DBL segment decreased $0.4 million and $0.8 million for the three months and six months ended June 30, 2014 compared to the same periods in 2013 primarily as a result of unusually good experience in the LTD business in 2013;


·

Losses before taxes from the Individual life, annuities and other segment decreased $7.4 million and $6.0 million for the three months and six months ended June 30, 2014 as compared to the same periods in 2013 primarily as a result of a $9.3 million write-off of deferred acquisition costs in connection with a coinsurance agreement during the second quarter of 2013;


·

Losses before tax from the Corporate segment increased $1.1 million and $1.9 million in the three months and six months ended June 30, 2014 over the same periods of 2013, primarily due to increases in employee compensation expenses that vary with changes in IHC’s book value; and


·

Premiums by principal product for the periods indicated are as follows (in thousands):


 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

Gross Direct and Assumed

 

 

 

 

 

 

 

 

 

Earned Premiums:

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Medical Stop-Loss

$

58,761

$

50,416

$

116,155

$

98,511

Fully Insured Health

 

62,292

 

72,365

 

125,962

 

137,846

Group disability, life, annuities and DBL

 

26,717

 

26,041

 

53,068

 

50,416

Individual, life, annuities and other

 

6,622

 

8,808

 

13,640

 

16,361

 

 

 

 

 

 

 

 

 

 

$

154,392

$

157,630

$

308,825

$

303,134


 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

Net Direct and Assumed

 

 

 

 

 

 

 

 

 

Earned Premiums:

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Medical Stop-Loss

$

43,790

$

42,539

$

89,376

$

82,794

Fully Insured Health

 

57,015

 

61,852

 

114,324

 

118,751

Group disability, life, annuities and DBL

 

15,875

 

15,234

 

31,436

 

29,090

Individual, life, annuities and other

 

4,455

 

5,840

 

9,269

 

12,198

 

 

 

 

 

 

 

 

 

 

$

121,135

$

125,465

$

244,405

$

242,833


CRITICAL ACCOUNTING POLICIES


The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles ("GAAP"). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. A summary of the Company's significant accounting policies and practices is provided in Note 1 of the Notes to the Consolidated Financial Statements included in Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Management has identified the accounting policies related to Insurance Premium Revenue Recognition and Policy Charges, Insurance Liabilities, Deferred Acquisition Costs, Investments, Goodwill and Other Intangible Assets, and Deferred



30


Income Taxes as those that, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company's Consolidated Financial Statements and this Management's Discussion and Analysis. A full discussion of these policies is included under the heading, “Critical Accounting Policies” in Item 7 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2013.  During the six months ended June 30, 2014, there were no additions to or changes in the critical accounting policies disclosed in the 2013 Form 10-K except for the recently adopted accounting standards discussed in Note 1(D) of the Notes to Condensed Consolidated Financial Statements.


Results of Operations for the Three Months Ended June 30, 2014 Compared to the Three Months Ended June 30, 2013


Information by business segment for the three months ended June 30, 2014 and 2013 is as follows:


 

 

 

 

Benefits,

Amortization

Selling,

 

 

 

Net

Fee and

Claims

of  Deferred

General

 

June 30, 2014

Premiums

Investment

Other

and

Acquisition

and

 

(In thousands)

Earned

Income

Income

Reserves

Costs

Administrative

Total

 

 

 

 

 

 

 

 

Medical Stop-Loss

$

43,790 

998

711

29,971

-

10,875

$

4,653 

Fully Insured Health

    57,015

649

3,224 

38,137

57

22,647

 

47 

Group disability,

 

 

 

 

 

 

 

 

 

life, annuities

 

 

 

 

 

 

 

 

 

and DBL

15,875

805

36

10,151

-

4,562

 

2,003 

Individual life,

 

 

 

 

 

 

 

 

 

annuities and other

4,455

2,932

960

5,004

1,132

4,322

 

(2,111)

Corporate

-

50

-

-

-

2,541

 

(2,491)

Sub total

$

121,135

$

5,434

$

4,931

$

83,263

$

1,189

$

44,947

 

2,101 

 

 

 

Net realized investment gains

 

4,519 

Interest expense on debt

 

(337)

Income before income taxes

 

6,283 

Income taxes

 

2,403 

Net income

$

3,880 


 

 

 

 

Benefits,

Amortization

Selling,

 

 

 

Net

Fee and

Claims

of  Deferred

General

 

June 30, 2013

Premiums

Investment

Other

and

Acquisition

and

 

(In thousands)

Earned

Income

Income

Reserves

Costs

Administrative

Total

 

 

 

 

 

 

 

 

Medical Stop-Loss

$

42,539

1,130

(1)

28,580

-

11,672

$

3,416 

Fully Insured Health

    61,852

497

6,086 

43,780

5

24,459

 

191 

Group disability,

 

 

 

 

 

 

 

 

 

life, annuities

 

 

 

 

 

 

 

 

 

and DBL

15,234

982

153

9,569

-

4,401

 

2,399 

Individual life,

 

 

 

 

 

 

 

 

 

annuities and other

5,840

4,373

1,460

7,347

10,943

2,932

 

(9,549)

Corporate

-

20

-

-

-

1,398

 

(1,378)

Sub total

$

125,465

$

7,002

$

7,698

$

89,276

$

10,948

$

44,862

 

(4,921)

 

 

 

Net realized investment gains

 

11,735 

Interest expense on debt

 

(490)

Income before income taxes

 

6,324 

Income taxes

 

2,166 

Net income

$

4,158 


Premiums Earned


In the second quarter of 2014, premiums earned decreased $4.4 million over the comparable period of 2013. The decrease is primarily due to: (i) a $1.3 million increase in earned premiums from the Medical Stop-Loss segment as a result of higher volume; (ii) a $0.6 million increase in the Group disability, life, annuities and DBL segment primarily due to increased premiums from the DBL line; and partially offset by (ii) a decrease of $4.9 million in earned premiums from the Fully Insured Health segment as a result of increases in the ancillary lines (primarily short-term medical and fixed indemnity limited benefit), pet, international and occupational accident lines of business as a result of higher volume, but which were more



31


than offset by a decrease of $17.1 million in premiums from exiting the IMM line and the New York vision block and from a decrease in the small group major medical line; and (iv) a decrease of $1.4 million of earned premiums in the Individual life, annuities and other segment, primarily as a result of business ceded in connection with a coinsurance agreement during the second quarter of 2013.


Net Investment Income


Total net investment income decreased $1.6 million.  The overall annualized investment yields were 3.3% and 3.5% in the second quarter of 2014 and 2013, respectively. The overall decrease was primarily a result of a decrease in investment income on bonds, equities and short-term investments due to the transfer of $215.1 million of invested assets in the second quarter of 2013 related to a coinsurance treaty. The annualized investment yields on bonds, equities and short-term investments were 3.1% and 3.5% in the second quarter of 2014 and 2013, respectively. IHC has approximately $135.1 million in highly rated shorter duration securities earning on average 1.3%. A portfolio that is shorter in duration enables us, if we deem prudent, the flexibility to reinvest in much higher yielding longer-term securities, which would significantly increase investment income.


Net Realized Investment Gains


The Company had net realized investment gains of $4.5 million in 2014 compared to $11.7 million in 2013. These amounts include gains and losses from sales of fixed maturities and equity securities available-for-sale and other investments. Decisions to sell securities are based on management's ongoing evaluation of investment opportunities and economic and market conditions, thus creating fluctuations in gains and losses from period to period. A significant portion of the net realized investment gains in 2013 resulted from sales of invested assets in connection with the transfer of assets, during the second quarter of 2013, in accordance with the terms of a coinsurance agreement.


Fee Income and Other Income


Fee income decreased $2.1 million for the three-month period ended June 30, 2014 compared to the three-month period ended June 30, 2013 primarily as a result of decreased volume in certain lines of the Fully Insured Health segment.  


Other income decreased $0.7 million in the second quarter of 2014 compared to the same period in 2013.


Insurance Benefits, Claims and Reserves


In the second quarter of 2014, insurance benefits, claims and reserves decreased $6.0 million over the comparable period in 2013. The decrease is primarily attributable to: (i) a decrease of $5.7 million in the Fully Insured Health segment, primarily due to a decrease of $13.8 million in benefits, claims and reserves related to the run-off of the IMM and the New York vision block and from  lower loss ratios in 2014; partially offset by increases in the volume of ancillary products, pet, international and occupational accident lines of business; (ii) a decrease of $2.3 million in the Individual life, annuity and other segment, primarily as a result of business ceded in connection with a coinsurance agreement during the second quarter of 2013; partially offset by (iii) an increase of $1.4 million in benefits, claims and reserves in the Medical Stop-Loss segment as a result of an increase in premium volume; and (iv) an increase of $0.6 million in the group disability, life, annuities and DBL segment, primarily due to an increase in the LTD line as a result of higher loss ratios in 2014.


Selling, General and Administrative Expenses


Total selling, general and administrative expenses remained flat with prior year. Changes among the segments include: (i) a decrease of $1.9 million in the Fully Insured Health segment largely due to the



32


run-off of the IMM and the New York vision block partially offset by increases in general expenses as a result of the higher volume of ancillary, pet and occupational accident business in 2014, which tends to have a higher expense structure than major medical and includes the new health insurance tax in 2014; (ii) a decrease of $0.8 million in the Medical Stop-Loss segment as a result of lower commission expenses; offset by (iii) an increase of $0.2 million in the group disability, life, annuities and DBL segment due to increased volume in the DBL line; (iv) an increase of $1.4 million in Individual life, annuity and other segment primarily due to the amortization of deferred costs in correlation with the assumptions of certain ceded life and annuity policies; and (v) an increase of $1.1 million in Corporate primarily due to employee compensation expenses that vary with changes in IHC’s book value.


Income Taxes


The effective tax rate for the three months ended June 30, 2014 and 2013 was 38.2% and 34.3%, respectively.  The higher effective tax rate in 2014 was primarily due to the mandated health insurance tax, partially offset by higher benefits from tax-advantaged securities and lower jurisdictional taxes as a percentage of income in 2014 compared to the same period in 2013.


Results of Operations for the Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013


Information by business segment for the six months ended June 30, 2014 and 2013 is as follows:


 

 

 

 

Benefits,

Amortization

Selling,

 

 

 

Net

Fee and

Claims

of  Deferred

General

 

 

Premiums

Investment

Other

and

Acquisition

And

 

June 30, 2014

Earned

Income

Income

Reserves

Costs

Administrative

Total

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical Stop-Loss

$

89,376

2,213

1,498

61,796

-

21,900

$

9,391 

Fully Insured Health

114,324

1,295

11,808

75,558

269

49,645

 

1,955 

Group disability,

 

 

 

 

 

 

 

 

 

life, annuities

 

 

 

 

 

 

 

 

 

and DBL

31,436

1,639

68

20,786

-

9,177

 

3,180 

Individual life,

 

 

 

 

 

 

 

 

 

annuities and other

9,269

6,009

2,007

10,432

2,202

7,871

 

(3,220)

Corporate

-

79

-

-

-

4,489

 

(4,410)

Sub total

$

244,405

$

11,235

$

15,381

$

168,572

$

2,471

$

93,082

 

6,896 

 

 

 

 

 

 

 

 

 

Net realized investment gains

 

 

 

 

6,070 

Interest expense on debt

 

 

 

 

 

(818)

Income from operations before income taxes

 

 

 

 

12,148 

Income taxes

 

 

 

 

 

4,263 

Net income

 

 

 

 

$

7,885 


 

 

 

 

Benefits,

Amortization

Selling,

 

 

 

Net

Fee and

Claims

of  Deferred

General

 

 

Premiums

Investment

Other

and

Acquisition

And

 

June 30, 2013

Earned

Income

Income

Reserves

Costs

Administrative

Total

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical Stop-Loss

$

82,794

2,700

296

57,494

-

21,864

$

6,432 

Fully Insured Health

118,751

1,017

12,350

83,458

10

48,791

 

(141)

Group disability,

 

 

 

 

 

 

 

 

 

life, annuities

 

 

 

 

 

 

 

 

 

and DBL

29,090

1,578

175

18,534

-

8,334

 

3,975 

Individual life,

 

 

 

 

 

 

 

 

 

annuities and other

12,198

9,651

2,771

15,250

12,378

6,159

 

(9,167)

Corporate

-

57

-

-

-

2,594

 

(2,537)

Sub total

$

242,833

$

15,003

$

15,592

$

174,736

$

12,388

$

87,742

 

(1,438)

 

 

 

 

 

 

 

 

 

Net realized investment gains

 

 

 

 

16,354 

Interest expense on debt

 

 

 

 

 

(977)

Income from operations before income taxes

 

 

 

 

13,939 

Income taxes

 

 

 

 

 

4,741 

Net income

 

 

 

 

$

9,198 



33


Premiums Earned


In the first six months of 2014, premiums earned increased $1.6 million over the comparable period of 2013. The increase is primarily due to: (i) a $6.6 million increase in earned premiums from the Medical Stop-Loss segment as a result of higher volume; and (ii) a $2.3 million increase in the Group disability, life, annuities and DBL segment primarily due to increased premiums from the DBL line; partially offset by (iii) a decrease of $4.4 million in earned premiums from the Fully Insured Health segment as a result of increases in the ancillary lines (primarily short-term medical and fixed indemnity limited benefit), pet, international and occupational accident lines of business as a result of higher volume, but which were more than offset by decreases of $28.9 million in premiums from exiting the IMM line and the New York vision block and from a decrease in the small group major medical line); and (iv) a decrease of $2.9 million of earned premiums in the Individual life, annuities and other segment, primarily as a result of business ceded in connection with a coinsurance agreement during the second quarter of 2013.


Net Investment Income


Total net investment income decreased $3.8 million.  The overall annualized investment yields were 3.4% and 3.7% in the first six months of 2014 and 2013, respectively. The overall decrease was primarily a result of a decrease in investment income on bonds, equities and short-term investments due to the transfer of $215.1 million of invested assets in the second quarter of 2013 related to a coinsurance treaty. The annualized investment yields on bonds, equities and short-term investments were 3.3% and 3.5% in the first six months of 2014 and 2013, respectively. IHC has approximately $135.1 million in highly rated shorter duration securities earning on average 1.3%. A portfolio that is shorter in duration enables us, if we deem prudent, the flexibility to reinvest in much higher yielding longer-term securities, which would significantly increase investment income.


Net Realized Investment Gains


The Company had net realized investment gains of $6.1 million in 2014 compared to $16.4 million in 2013. These amounts include gains and losses from sales of fixed maturities and equity securities available-for-sale and other investments. Decisions to sell securities are based on management's ongoing evaluation of investment opportunities and economic and market conditions, thus creating fluctuations in gains and losses from period to period. A significant portion of the net realized investment gains in 2013 resulted from sales of invested assets in connection with the transfer of assets, during the second quarter, in accordance with the terms of a coinsurance agreement.


Fee Income and Other Income


Fee income increased $0.6 million for the six-month period ended June 30, 2014 compared to the same period ended June 30, 2013 primarily as a result of increased volume in the Medical Stop-Loss segment offset by decreased volume in certain lines of the Fully Insured Health segment.  


Other income decreased $0.8 million for the six-month period ended June 30, 2014 compared to the same period in 2013.


Insurance Benefits, Claims and Reserves


In the first six months of 2014, insurance benefits, claims and reserves decreased $6.1 million over the comparable period in 2013. The decrease is primarily attributable to: (i) a decrease of $7.9 million in the Fully Insured Health segment, primarily due to a decrease of $22.4 million in benefits, claims and reserves related to the run-off of the IMM and the New York vision block and from lower loss ratios in 2014; partially offset by increases in the volume of ancillary products, pet insurance and occupational accident business; (ii) a decrease of $4.8 million in the Individual life, annuity and other segment, primarily as a result of business ceded in connection with a coinsurance agreement during the second quarter of 2013;



34


partially offset by (iii) an increase of $4.3 million in benefits, claims and reserves in the Medical Stop-Loss segment as a result of an increase in premium volume; and (iv) an increase of $2.3 million in the group disability, life, annuities and DBL segment primarily due to increases in the DBL line of $0.8 million as a result of increased volume and $1.3 million in the LTD line as a result of higher loss ratios in 2014.


Selling, General and Administrative Expenses


Selling, general and administrative expenses increased $5.4 million. The increase is primarily due to: (i) an increase of $0.9 million in the Fully Insured Health segment largely due to general expenses as a result of the higher volume of ancillary, pet and occupational accident business in 2014, which tends to have a higher expense structure than major medical and includes the new health insurance tax in 2014; (ii) an increase of $0.9 million in the group disability, life, annuities and DBL segment due to increased volume in the DBL line; (iv) an increase of $1.7 million in Individual life, annuity and other segment primarily due to the amortization of deferred costs in correlation with the assumptions of certain ceded life and annuity policies; and (v) an increase of $1.9 million in Corporate primarily due to employee compensation expenses that vary with changes in IHC’s book value.


Income Taxes


The effective tax rate for the six months ended June 30, 2014 and 2013 was 35.1% and 34.0%, respectively.  The higher effective tax rate in 2014 was primarily due to the mandated health insurance tax, partially offset by higher benefits from tax-advantaged securities and lower jurisdictional taxes as a percentage of income in 2014 compared to the same period in 2013.


LIQUIDITY


Insurance Group


The Insurance Group normally provides cash flow from: (i) operations; (ii) the receipt of scheduled principal payments on its portfolio of fixed maturities; and (iii) earnings on investments. Such cash flow is partially used to fund liabilities for insurance policy benefits. These liabilities represent long-term and short-term obligations.


Corporate


Corporate derives its funds principally from: (i) dividends from the Insurance Group; (ii) management fees from its subsidiaries; and (iii) investment income from Corporate liquidity. Regulatory constraints historically have not affected the Company's consolidated liquidity, although state insurance laws have provisions relating to the ability of the parent company to use cash generated by the Insurance Group. The Insurance Group declared and paid $10.0 million of dividends to Corporate during the six months ended June 30, 2014. No dividends were declared or paid by the Insurance Group in the first six months of 2013.


Cash Flows


The Company had $26.6 million and $24.2 million of cash and cash equivalents as of June 30, 2014 and December 31, 2013, respectively.


For the six months ended June 30, 2014, operating activities of the Company provided $7.4 million of cash, the settlement of investment activities provided $0.4 million and the settlement of financing activities utilized $5.4 million of cash. Financing activities include $2.8 million used for the settlement of treasury share purchases during the period and $0.6 million for the payment of dividends.


The Company has $517.0 million of liabilities for future policy benefits and policy benefits and



35


claims that it expects to ultimately pay out of current assets and cash flows from future business. If necessary, the Company could utilize the cash received from maturities and repayments of its fixed maturity investments if the timing of claim payments associated with the Company's insurance resources does not coincide with future cash flows. For the six months ended June 30, 2014, cash received from the maturities and other repayments of fixed maturities was $28.0 million.


The Company believes it has sufficient cash to meet its currently anticipated business requirements over the next twelve months including working capital requirements and capital investments.  


BALANCE SHEET


The Company had net receivables from reinsurers of $293.8 million at June 30, 2014 compared to $343.1 million at December 31, 2013. The decrease in the net reinsurance balance is primarily due to the assumption of ceded life and annuity reserves by an unaffiliated reinsurer. All of such reinsurance receivables are highly rated companies or are adequately secured. No allowance for doubtful accounts was necessary at June 30, 2014.


The Company's liability for policy benefits and claims by segment are as follows (in thousands):


 

 

Policy Benefits and Claims

 

 

June 30,

 

December 31,

 

 

2014

 

2013

 

 

 

 

 

Medical Stop-Loss

$

75,480

$

72,307

Fully Insured Health

 

47,530

 

56,848

Group Disability

 

104,123

 

101,582

Individual A&H and Other

 

6,859

 

7,017

 

 

 

 

 

 

$

233,992

$

237,754


Major factors that affect the Projected Net Loss Ratio assumption in reserving for medical stop-loss relate to: (i) frequency and severity of claims; (ii) changes in medical trend resulting from the influences of underlying cost inflation, changes in utilization and demand for medical services, the impact of new medical technology and changes in medical treatment protocols; and (ii) the adherence to the Company's underwriting guidelines. Changes in these underlying factors are what determine the reasonably likely changes in the Projected Net Loss Ratio.


The primary assumption in the determination of fully insured reserves is that historical claim development patterns tend to be representative of future claim development patterns. Factors which may affect this assumption include changes in claim payment processing times and procedures, changes in product design, changes in time delay in submission of claims, and the incidence of unusually large claims. The reserving analysis includes a review of claim processing statistical measures and large claim early notifications; the potential impacts of any changes in these factors are minimal. The time delay in submission of claims tends to be stable over time and not subject to significant volatility. Since our analysis considered a variety of outcomes related to these factors, the Company does not believe that any reasonably likely change in these factors will have a material effect on the Company’s financial condition, results of operations, or liquidity.


The liabilities for future policy benefits and funds on deposit have decreased since December 31, 2013 primarily as a result of an assumption agreement with an unaffiliated reinsurer to assume previously ceded life and annuity reserves.


The $13.6 million increase in IHC’s stockholders' equity in the first six months of 2014 is primarily due to $7.5 million of net income attributable to IHC and $9.0 million of other comprehensive income



36


attributable to IHC, partially offset by $2.9 million of treasury stock purchases.


Asset Quality and Investment Impairments


The nature and quality of insurance company investments must comply with all applicable statutes and regulations, which have been promulgated primarily for the protection of policyholders. Although the Company's gross unrealized losses on available-for-sale securities totaled $8.3 million at June 30, 2014, approximately 99.8% of the Company’s fixed maturities were investment grade and continue to be rated on average AA. The Company marks all of its available-for-sale securities to fair value through accumulated other comprehensive income or loss. These investments tend to carry less default risk and, therefore, lower interest rates than other types of fixed maturity investments. At June 30, 2014, approximately 0.2% (or $0.9 million) of the carrying value of fixed maturities was invested in non-investment grade fixed maturities (primarily mortgage securities) (investments in such securities have different risks than investment grade securities, including greater risk of loss upon default, and thinner trading markets). The Company does not have any non-performing fixed maturities at June 30, 2014.


The Company reviews its investments regularly and monitors its investments continually for impairments. There were no securities with fair values less than 80% of their amortized cost at June 30, 2014 and the Company did not record any other-than-temporary impairment losses in the six months ended June 30, 2014 or 2013.

 

The unrealized losses on all available-for-sale securities have been evaluated in accordance with the Company's impairment policy and were determined to be temporary in nature at June 30, 2014. In 2014, the Company recorded $18.7 million of net unrealized gains on available-for sale securities, pre-tax, in other comprehensive income (loss) prior to DAC and reclassification adjustments. From time to time, as warranted, the Company may employ investment strategies to mitigate interest rate and other market exposures. Further deterioration in credit quality of the companies backing the securities, further deterioration in the condition of the financial services industry, a continuation of the current imbalances in liquidity that exist in the marketplace, a continuation or worsening of the current economic recession, or additional declines in real estate values may further affect the fair value of these securities and increase the potential that certain unrealized losses be designated as other-than-temporary in future periods and the Company may incur additional write-downs.


CAPITAL RESOURCES


Due to its strong capital ratios, broad licensing and excellent asset quality and credit-worthiness, the Insurance Group remains well positioned to increase or diversify its current activities. It is anticipated that future acquisitions or other expansion of operations will be funded internally from existing capital and surplus and parent company liquidity. In the event additional funds are required, it is expected that they would be borrowed or raised in the public or private capital markets to the extent determined to be necessary or desirable.


IHC enters into a variety of contractual obligations with third parties in the ordinary course of its operations, including liabilities for insurance reserves, funds on deposit, debt and operating lease obligations.  However, IHC does not believe that its cash flow requirements can be fully assessed based solely upon an analysis of these obligations.  Future cash outflows, whether they are contractual obligations or not, also will vary based upon IHC’s future needs.  Although some outflows are fixed, others depend on future events. The maturity distribution of the Company’s obligations, as of June 30, 2014, is not materially different from that reported in the schedule of such obligations at December 31, 2013 which was included in Item 7 of the Company’s Annual Report on Form 10-K.  



37



OUTLOOK


For 2014, we anticipate:


·

Continued growth in our medical stop-loss segment as the demand for this product continues to grow and Risk Solutions continues to build its reputation as a direct writer and provider of captive solutions;

·

Continued significant decrease in individual major medical premiums in 2014 as we have exited this line of business, however, we had negative underwriting results on this line of business in 2013 so less premium may improve our underwriting margins although generate decreases in administrative revenues;

·

Further adaption to health care reform by continuing to proactively adjust our distribution strategies and mix of Fully Insured Health products to take advantage of changing market demands;

·

Continued growth in pet insurance;

·

Increasing emphasis on direct-to-consumer distribution initiatives as we believe this will be a growing means for selling health insurance in the coming years;

·

Decline in small group major medical premiums, but an increase in small group stop-loss as more employers choose to self-fund;

·

Increasing sales of short-term, fixed indemnity limited benefit and supplemental health products, such as dental, accidental medical, gap and critical illness products;

·

Significant growth in non-subscriber occupational accident insurance in Texas;

·

Increasing sales in our DBL line of business; and

·

Continued focus on administrative efficiencies.


The Company will remain highly liquid in 2014 as a result of the continuing shorter duration of the portfolio. As a result, the yields on our investment portfolio were, and continue to remain, lower than in prior years and investment income may continue to be depressed for 2014. IHC has approximately $135.1 million in highly rated shorter maturity securities earning on average 1.3%; our portfolio as a whole is rated, on average, AA. The low duration of our portfolio enables us, if we deem prudent, the flexibility to reinvest in much higher yielding longer-term securities, which would significantly increase investment income in the future.  A low duration portfolio such as ours also mitigates the adverse impact of potential inflation.  IHC will continue to monitor the financial markets and invest accordingly.


In 2014, we continued to achieve significant growth in our controlled direct written stop-loss business through Risk Solutions.  This growth was achieved while maintaining underwriting profitability consistent with the prior year.  Our overall results in 2013 were adversely impacted by business written through two non-owned MGU’s, both of which have been terminated, although run-off will continue in 2014.  This result reemphasizes the importance of our decision to focus our stop-loss business through our direct writing model.  The favorable results of Risk Solutions are a direct result of their positioning to take advantage of market trends, including consolidation of relationships by producers and increased interest in stop-loss as a result of health care reform.  We see these trends continuing and strengthening as we move into 2014 and beyond.  Risk Solutions has established a reputation in the market for delivering innovative solutions for small to medium sized employer groups looking for self-funded alternatives.  Risk Solutions has also established a reputation in the market for fair and responsible pricing and superior service levels.  We foresee continued growth and favorable underwriting results as more of our stop-loss business comes through the Risk Solutions platform.


We will continue to focus on our strategic objectives, including expanding our distribution network.  However, the success of a portion of our Fully Insured Health business has been affected by the passage of the Patient Protection and Affordable Care Act of 2010, as amended, and its subsequent interpretations by state and federal regulators. We are continuing our comprehensive review of all the options for IHC and we our evaluation of our portfolio of health insurance products.  While the law has



38


influenced our decision, and that of many other insurers, to exit or reduce their presence in major medical essential health benefit (“EHB”) plans in the small employer and individual markets, non-EHB lines of business and medical stop-loss have been impacted by health care reform minimally or not at all.


Our results depend on the adequacy of our product pricing, our underwriting, the accuracy of our reserving methodology, returns on our invested assets, and our ability to manage expenses.  We will also need to be diligent with the increased rate review scrutiny to effect timely rate changes and will need to stay focused on the management of medical cost drivers as medical trend levels cause margin pressures.  Therefore, factors affecting these items, as well as unemployment and global financial markets, may have a material adverse effect on our results of operations and financial condition.

  

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company manages interest rate risk by seeking to maintain an investment portfolio with a duration and average life that falls within the band of the duration and average life of the applicable liabilities. Options and other derivatives may be utilized to modify the duration and average life of such assets.


The Company monitors its investment portfolio on a continuous basis and believes that the liquidity of the Insurance Group will not be adversely affected by its current investments. This monitoring includes the maintenance of an asset-liability model that matches current insurance liability cash flows with current investment cash flows. This is accomplished by first creating an insurance model of the Company's in-force policies using current assumptions on mortality, lapses and expenses. Then, current investments are assigned to specific insurance blocks in the model using appropriate prepayment schedules and future reinvestment patterns.


The results of the model specify whether the investments and their related cash flows can support the related current insurance cash flows. Additionally, various scenarios are developed changing interest rates and other related assumptions. These scenarios help evaluate the market risk due to changing interest rates in relation to the business of the Insurance Group.


The expected change in fair value as a percentage of the Company's fixed income portfolio at June 30, 2014 given a 100 to 200 basis point rise or decline in interest rates is not materially different than the expected change at December 31, 2013 included in Item 7A of the Company’s Annual Report on Form 10-K.


 In the Company's analysis of the asset-liability model, a 100 to 200 basis point change in interest rates on the Insurance Group's liabilities would not be expected to have a material adverse effect on the Company. With respect to its liabilities, if interest rates were to increase, the risk to the Company is that policies would be surrendered and assets would need to be sold. This is not a material exposure to the Company since a large portion of the Insurance Group's interest sensitive policies are burial policies that are not subject to the typical surrender patterns of other interest sensitive policies, and many of the Insurance Group's universal life and annuity policies were acquired from liquidated companies which tend to exhibit lower surrender rates than such policies of continuing companies. Additionally, there are charges to help offset the benefits being surrendered. If interest rates were to decrease substantially, the risk to the Company is that some of its investment assets would be subject to early redemption. This is not a material exposure because the Company would have additional unrealized gains in its investment portfolio to help offset the future reduction of investment income. With respect to its investments, the Company employs (from time to time as warranted) investment strategies to mitigate interest rate and other market exposures.




39


ITEM 4.

CONTROLS AND PROCEDURES


IHC’s Chief Executive Officer and Chief Financial Officer supervised and participated in IHC’s evaluation of its disclosure controls and procedures as of the end of the period covered by this report.  Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in IHC’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Based upon that evaluation, IHC’S Chief Executive Officer and Chief Financial Officer concluded that IHC’s disclosure controls and procedures are effective.

 

     There has been no change in IHC’s internal control over financial reporting during the quarter ended June 30, 2014 that has materially affected, or is reasonably likely to materially affect, IHC's internal control over financial reporting.


PART II.  OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS


We are involved in legal proceedings and claims that arise in the ordinary course of our businesses. We have established reserves that we believe are sufficient given information presently available related to our outstanding legal proceedings and claims. We do not anticipate that the result of any pending legal proceeding or claim will have a material adverse effect on our financial condition or cash flows, although there could be such an effect on our results of operations for any particular period.


ITEM 1A.   

RISK FACTORS


There were no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 in Item 1A to Part 1 of Form 10-K.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


Share Repurchase Program


IHC has a program, initiated in 1991, under which it repurchases shares of its common stock. In March 2013, the Board of Directors authorized the repurchase of up to 500,000 shares of IHC’s common stock, in addition to prior authorizations, under the 1991 plan. As of June 30, 2014, 50,915 shares were still authorized to be repurchased under the plan and, in August 2014, the Board of Directors authorized the repurchase of an additional 500,000 shares of IHC’s common stock. Share repurchases during the second quarter of 2014 are summarized as follows:


2014

 

 

 

 

Maximum Number

 

 

Average Price

Of Shares Which

 

 

Month of

Shares

of Repurchased

Can be

 

Repurchase

 

Repurchased

 

Shares

 

Repurchased

 

 

 

 

 

April

70,148

$

13.79

98,073

 

May

28,926

$

13.34

69,147

 

June

 

18,232

$

13.94

50,915




40


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES


Not applicable.


ITEM 4.

MINE SAFETY DISCLOSURES


Not applicable.


ITEM 5.

OTHER INFORMATION


Not applicable.

 


ITEM 6.

EXHIBITS


31.1

Certification of the Chief Executive Officer and President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32.1

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


32.2

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101.INS

XBRL Instance Document.


101.SCH

XBRL Taxonomy Extension Schema Document.


101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.


101.LAB

XBRL Taxonomy Extension Label Linkbase Document.


101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.


101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.





41


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 thereunto duly authorized.



INDEPENDENCE HOLDING COMPANY

(REGISTRANT)




By:

/s/Roy T. K. Thung                                    

Date:

August 8, 2014

Roy T.K. Thung

Chief Executive Officer, President

and Chairman





 By:

/s/Teresa A. Herbert                                    

Date:

August 8, 2014

             Teresa A. Herbert

Senior Vice President and

   

Chief Financial Officer






42