UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549




FORM 8-K


CURRENT REPORT

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


Date of Report (Date of earliest event reported)      August 1, 2016


AMERICAN INDEPENDENCE CORP.

(Exact name of registrant as specified in its charter)


Delaware

001-05270

11-1817252

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

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

 

 

485 Madison Avenue, New York, NY

10022

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code:  (212) 355-4141



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))







 



Item 2.02 Results of Operations and Financial Condition.


The information set forth under this Item 2.02 (Results of Operations and Financial Condition) is intended to be furnished.  Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.


On August 1, 2016, American Independence Corp. issued a press release announcing results of operations for the three months ended March 31, 2016, a copy of which is attached as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits


(c)

Exhibits


Exhibit 99.1 - Press release of American Independence Corp., dated August 1, 2016.






SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



AMERICAN INDEPENDENCE CORP.



/s/ Teresa A. Herbert

Teresa A. Herbert

Chief Financial Officer and Senior Vice President



Date:



August 1, 2016




1



Exhibit 99.1


AMERICAN INDEPENDENCE CORP.

CONTACT:  LOAN NISSER

485 MADISON AVENUE

(646) 509-2107

NEW YORK, NEW YORK 10022

www.americanindependencecorp.com

NASDAQ – AMIC

 


         

NEWS RELEASE


AMERICAN INDEPENDENCE CORP. ANNOUNCES

2016 FIRST-QUARTER RESULTS


New York, New York, August 1, 2016.  American Independence Corp. (NASDAQ: AMIC) today reported 2016 first-quarter results.


Financial Results


AMIC completed the sale of IHC Risk Solutions LLC (“Risk Solutions”) and the medical stop-loss business it produced on March 31, 2016 and realized an after tax gain of approximately $114 million.  In addition, under the purchase and sale agreement, all of the in-force medical stop-loss business of Independence American produced by Risk Solutions is 100% co-insured as of January 1, 2016.  AMIC’s block of medical stop-loss business is in run-off.  The sale of Risk Solutions and exit from the medical stop-loss business represents a strategic shift that will have a major effect on the Company’s operations and financial results.  The disposal transaction qualifies for reporting as discontinued operations in the first quarter of 2016.  


AMIC reported net income of $114.2 million ($14.10 per diluted share) for the three months ended March 31, 2016 compared to $0.7 million ($.09 per diluted share) for the three months ended March 31, 2015.  Income from continuing operations was $0.4 million ($.03 per diluted share), and $0.3 million ($.03 per diluted share), for the three months ended March 31, 2016 and 2015, respectively.


Revenues decreased to $29.4 million for the three months ended March 31, 2016 compared to revenues of $39.4 million for the three months ended March 31, 2015, primarily due to the sale of Risk Solutions and the exit from the medical stop-loss business.  


Independence Holding Company (“IHC”) has announced a “going private” transaction by way of a statutory “short-form" merger of AMIC with and into AMIC Holdings, Inc. (“Holdings”), a newly formed subsidiary into which IHC and one of its subsidiaries will contribute their shares of AMIC common stock, with Holdings continuing as the surviving corporation.  Once the transaction is consummated, Holdings will own all of the outstanding shares of common stock of AMIC.  IHC is under no obligation to consummate the merger and could decide to withdraw from the transaction at any time before it becomes effective.




2



Chief Executive Officer’s Comments


Roy T. K. Thung, Chief Executive Officer, commented, “Our financial condition and balance sheet remain strong.  As previously announced, AMIC completed the sale of IHC Risk Solutions LLC and the stop-loss business it produced on March 31, 2016 and realized an after tax gain of approximately $114 million.  AMIC has re-positioned itself as a specialty health underwriter and sales and marketing company, and produced solid growth and underwriting results in these lines in the first quarter.  Our occupational accident line has been underperforming, and we are implementing changes to improve our results.”

  

About American Independence Corp.


American Independence Corp. (AMIC) is a holding company principally engaged in health insurance and reinsurance.  It provides specialized health coverage and related services to commercial customers and individuals.  Through Independence American Insurance Company and its other subsidiaries, it offers non-subscriber occupational accident, pet insurance, short-term medical, vision, dental and various supplemental products.  Through its subsidiaries IHC Specialty Benefits, Inc. (including through www.healthedeals.com and www.aspiraAmas.com), IPA Direct, LLC and IPA Family, LLC, AMIC markets products underwritten by its affiliated companies and various products (including ACA plans and medical stop-loss) on behalf of unaffiliated carriers.


Forward-Looking Statements


Certain statements and information contained in this release may be considered “forward-looking statements,” such as statements relating to management's views with respect to future events and financial performance.  Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements.  Potential risks and uncertainties include, but are not limited to, economic conditions in the markets in which AMIC operates, new federal or state governmental regulation, AMIC’s ability to effectively operate, integrate and leverage any past or future strategic acquisition, and other factors which can be found in AMIC’s other news releases and filings with the Securities and Exchange Commission.  AMIC expressly disclaims any duty to update its forward-looking statements unless required by applicable law.




3



American Independence Corp.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)


 

 

Three Months

 

 

Ended March 31,

 

 

2016

 

2015

REVENUES:

 

 

 

 

 

Premiums earned

$

21,096 

$

36,217 

 

Agency income

 

5,500 

 

2,477 

 

Net investment income

 

1,470 

 

599 

 

Net realized investment gains (losses)

 

214 

 

141 

 

Other income

 

1,122 

 

 

 

29,402 

 

39,435 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

Insurance benefits, claims and reserves

 

14,966 

 

23,970 

 

Selling, general and administrative expenses

 

13,506 

 

14,952 

 

Amortization and depreciation

 

280 

 

115 

 

 

28,752 

 

39,037 

 

 

 

 

 

Income from continuing operations before income taxes

 

650 

 

398 

Provision for income taxes

 

234 

 

140 

 

 

 

 

 

Income from continuing operations

 

416 

 

258 

 

 

 

 

 

Discontinued operations: (Note 3)

 

 

 

 

 

Income from discontinued operations, before income taxes

 

122,034 

 

837 

 

Income taxes on discontinued operations

 

8,069 

 

324 

 

Income from discontinued operations

 

113,965 

 

513 

 

 

 

 

 

Net income

 

114,381 

 

771 

 

Less: Net (income) loss attributable to the non-controlling interest

 

178 

 

49 

 

 

 

 

 

Net income attributable to American Independence Corp.

$

114,203 

$

722 

 

 

 

 

 

Basic income per common share:

 

 

 

 

 

Income from continuing operations

$

.03 

$

.03 

 

Income from discontinued operations

 

14.07 

 

.06 

 

 

Basic income per common share

$

14.10 

$

.09 

 

 

 

 

 

Weighted-average shares outstanding

 

8,101 

 

8,079 

 

 

 

 

 

Diluted income per common share:

 

 

 

 

 

Income from continuing operations

$

.03 

$

.03 

 

Income from discontinued operations

 

14.04 

 

.06 

 

 

Basic income per common share

$

14.07 

$

.09 

 

 

 

 

 

Weighted-average diluted shares outstanding

 

8,119 

 

8,094 




4



American Independence Corp.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)


 

 

March 31,

 

 

 

 

 

2016

 

 

December 31,

ASSETS:

 

(Unaudited)

 

 

2015

 

Investments:

 

 

 

 

 

 

Securities purchased under agreements to resell

$

1,629 

 

$

4,595 

 

Fixed maturities available-for-sale, at fair value

 

181,158 

 

 

84,933 

 

Equity securities available-for-sale, at fair value

 

2,603 

 

 

2,594 

 

 

 

 

 

 

 

Total investments

 

185,390 

 

 

92,122 

 

 

 

 

 

 

 

Cash and cash equivalents

 

134,415 

 

 

4,861 

 

Restricted cash

 

966 

 

 

1,377 

 

Accrued investment income

 

769 

 

 

727 

 

Premiums receivable

 

16,005 

 

 

16,654 

 

Net deferred tax asset

 

15,848 

 

 

13,944 

 

Due from reinsurers

 

19,987 

 

 

4,950 

 

Goodwill

 

5,703 

 

 

5,703 

 

Intangible assets

 

13,086 

 

 

13,327 

 

Due from securities brokers

 

111 

 

 

1,051 

 

Other assets

 

18,037 

 

 

10,540 

 

Assets attributable to discontinued operations

 

 

 

31,718 

 

 

 

 

 

 

 

TOTAL ASSETS

$

410,317 

 

$

196,974 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

Policy benefits and claims

$

47,386 

 

$

43,764 

 

Premium and claim funds payable

 

966 

 

 

1,377 

 

Commission payable

 

8,444 

 

 

5,817 

 

Accounts payable, accruals and other liabilities

 

13,346 

 

 

11,192 

 

Debt

 

2,250 

 

 

3,189 

 

State income taxes payable

 

5,882 

 

 

 

Due to securities brokers

 

99,777 

 

 

 

Due to reinsurers

 

8,896 

 

 

100 

 

Liabilities attributable to discontinued operations

 

953 

 

 

24,337 

 

 

 

 

 

 

 

Total liabilities

 

187,900 

 

 

89,776 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

American Independence Corp. stockholders’ equity:

 

 

 

 

 

 

 

Preferred stock, $0.10 par value, 1,000 shares designated; no shares

 

 

 

 

 

 

 

    issued and outstanding

 

 

 

 

 

Common stock, $0.01 par value, 15,000,000 shares authorized;

 

 

 

 

 

 

 

    9,181,793 shares issued, respectively; 8,101,883 and 8,088,105

 

 

 

 

 

 

 

    shares outstanding, respectively

 

92 

 

 

92 

 

 

Additional paid-in capital

 

88,648 

 

 

88,637 

 

 

Accumulated other comprehensive gain (loss)

 

484 

 

 

(197)

 

 

Treasury stock, at cost, 1,079,910 and 1,093,688 shares, respectively

 

(10,033)

 

 

(10,161)

 

 

Retained earnings

 

139,749 

 

 

25,549 

 

 

Total American Independence Corp. stockholders’ equity

 

218,940 

 

 

103,920 

 

Non-controlling interest in subsidiaries

 

3,477 

 

 

3,278 

 

 

Total equity

 

222,417 

 

 

107,198 

 

 

TOTAL LIABILITIES AND EQUITY

$

410,317 

 

$

196,974 





5





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