0000701869 false 0000701869 2021-11-09 2021-11-09

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

  

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported) November 9, 2021

 

INDEPENDENCE HOLDING COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware

001-32244

58-1407235

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

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

 

 

96 Cummings Point Road, Stamford, Connecticut

06902

(Address of principal executive offices)

(Zip Code)

 

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

 

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

 

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

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240a-12)

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

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

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

IHC

NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) if the Exchange Act.  ¨

 

 

 



Item 2.02 Results of Operations and Financial Condition.

 

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

 

On November 9, 2021, Independence Holding Company issued a news release announcing its 2021 third-quarter and nine-month results, a copy of which is attached as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits

 

(c)  Exhibits: 

 

 

Exhibit 99.1

News Release of Independence Holding Company dated November 9, 2021: Independence Holding Company Announces Third-Quarter and Nine-Month Results.

Exhibit 104

Cover Page Interactive Data File ( embedded within the Inline XBRL document)

 

 

 

SIGNATURE

 

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

 

 

INDEPENDENCE HOLDING COMPANY

(Registrant)

 

 

 

By: Colleen P. Maggi

 

 

 

/s/ Colleen P. Maggi

Colleen P. Maggi

Corporate Vice President and Chief Financial Officer

 

Date:

 

November 9, 2021

 



 

 

EXHIBIT 99.1

 

 

INDEPENDENCE HOLDING COMPANY

CONTACT:  Loan Nisser

96 CUMMINGS POINT ROAD

(646) 509-2107

STAMFORD, CONNECTICUT 06902

www.IHCGroup.com

NYSE: IHC

 

 

NEWS RELEASE

 

INDEPENDENCE HOLDING COMPANY ANNOUNCES

2021 THIRD-QUARTER AND NINE-MONTH RESULTS

 

Stamford, Connecticut, November 9, 2021. Independence Holding Company (NYSE: IHC) today reported 2021 third-quarter and nine-month results.

Financial Results

IHC reported a loss from continuing operations attributable to IHC, net of tax, of $11,512,000 or $.79 per share for the three months ended September 30, 2021 compared to a loss of $7,340,000 or $.50 per share for the three months ended September 30, 2020.  Loss from continuing operations attributable to IHC, net of tax, of $23,514,000 or $1.61 per share for the nine months ended September 30, 2021 compared to a loss of $16,391,000 or $1.11 per share for the nine months ended September 30, 2020.  

Net income attributable to IHC of $17,359,000 or $1.18 per share for the three months ended September 30, 2021 compared to $8,688,000 or $.59 per share, diluted, for the three months ended September 30, 2020.  Net income attributable to IHC of $99,451,000 or $6.79 per share, diluted, for the nine months ended September 30, 2021 compared to $13,387,000 or $.91 per share, diluted, for the nine months ended September 30, 2020.  

The Company entered into three transactions this year for the sale of (i) all of the shares of common stock of Madison National Life Insurance Company, Inc. (“Madison National Life”) to Horace Mann Educators Corporation, (ii) all of the shares of common stock of Standard Security Life Insurance Company of New York (“Standard Security Life”) to Reliance Standard Life Insurance Company and (iii) 70% of the Company’s pet business, including all of the shares of common stock of Independence American Insurance Company and the Company’s entire interest in 85% of the common stock of PetPartners, Inc. (“PetPartners”), to Iguana Capital, Inc. (“Iguana Capital”).

The Company completed the sale of PetPartners on June 30, 2021, and results for the nine months of 2021 include a gain on the sale of PetPartners of $62,229,000 net of tax.  Also included in income from discontinued operations is the operating income from Madison National Life, Standard Security Life and Independence American Insurance Company. The gain on the sales of Madison National Life, Standard Security Life, and Independence American Insurance Company will be recorded when those transactions are consummated. They are currently pending regulatory approval.

The Company has also announced that it has entered into an Agreement and Plan of Merger with Geneve Holdings, Inc. its majority stockholder. Further information regarding the terms and conditions will be contained in a Current Report on Form 8-K filed with the SEC.



 

Chief Executive Officer’s Comments

Roy T. K. Thung, Chief Executive Officer, commented, “The Company is focusing on the consummation of the three sale transactions for the remainder of the year. Pro forma, including the third quarter results, and after all the transactions are closed, IHC projects that it will hold approximately $575 million in cash and investments, net of liabilities; our interest in Iguana Capital; and our health insurance agency and other assets, resulting in an estimated fully diluted book value of approximately $48.50 per share, which is calculated as if the transactions occurred and were recorded on September 30, 2021. Actual book value per share at September 30, 2021 was $38.47 as compared to $32.08 per share at December 31, 2020. These projections are based on information currently known to management and include the use of estimates and assumptions with regards to anticipated transaction costs, estimated tax rates and other potential changes.”

 

Mr. Thung added, “Our agency operations have been unprofitable, and we will continue to report losses from our agencies for the near term. We continue to expand our agency digital assets by enhancing our core platform, INSXcloud.com, a CMS approved Web Broker. We have expanded product offerings on the platform and have developed marketing initiatives to drive both direct and partner initiated traffic to the platform.  We will continue to invest in and enhance these capabilities at our agency operations as we enter 2022 and work towards building a profitable agency operation.”

About Independence Holding Company

 

Independence Holding Company (NYSE: IHC), through our current subsidiaries, underwrites and distributes health, group disability and life, New York State DBL and paid family leave, and pet insurance. IHC underwrites policies in all 50 states, Washington D.C., Puerto Rico and the U.S. Virgin Islands through our three carriers: Independence American Insurance Company, Standard Security Life Insurance Company of New York (“Standard Security Life”) and Madison National Life Insurance Company, Inc. (“Madison National Life”). We also distribute products nationally through multiple channels, including our agencies, call centers, advisors, direct and affinity relationships, Web Broker, and web properties, including www.healthedeals.com; www.healthinsurance.org;  www.medicareresources.org; www.petplace.com; and www.insxcloud.com. As previously announced, IHC has entered into stock purchase agreements to sell all of the issued and outstanding capital stock of Standard Security Life, Madison National Life and Independence American Holdings Corp., which includes Independence American Insurance Company and the remaining assets of IHC’s pet business, each subject to regulatory approval. To learn more, visit https://ihcgroup.com/.

 

 

Forward-looking Statements

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



INDEPENDENCE HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

September 30, 2021

(In Thousands, Except Shares and Per Share Data)

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2021

 

2020

 

2021

 

2020

REVENUES:

 

 

 

 

 

 

 

 

Net investment income

$

119  

$

170  

$

430  

$

916  

Fee income

 

5,569  

 

6,113  

 

20,291  

 

18,465  

Other income

 

873  

 

615  

 

1,660  

 

1,739  

Net investment gains (losses)

 

(48) 

 

(53) 

 

105  

 

122  

 

 

 

 

 

 

 

 

 

 

 

6,513  

 

6,845  

 

22,486  

 

21,242  

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

21,592  

 

16,431  

 

53,028  

 

43,221  

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

(15,079) 

 

(9,586) 

 

(30,542) 

 

(21,979) 

Income tax benefits

 

(3,567) 

 

(2,241) 

 

(7,026) 

 

(5,617) 

 

 

 

 

 

 

 

 

 

Loss from continuing operations, net of tax

 

(11,512) 

 

(7,345) 

 

(23,516) 

 

(16,362) 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

Total pretax income from discontinued operations

 

36,383  

 

20,295  

 

150,376  

 

38,790  

Income tax expense on discontinued operations

 

7,512  

 

4,218  

 

27,567  

 

8,836  

Income from discontinued operations, net of tax

 

28,871  

 

16,077  

 

122,809  

 

29,954  

 

 

 

 

 

 

 

 

 

Net income

 

17,359  

 

8,732  

 

99,293  

 

13,592  

(Income) loss from nonredeemable noncontrolling interests

 

 

 

 

 

 

 

(29) 

(Income) loss from redeemable noncontrolling interests

 

 

 

(49) 

 

156  

 

(176) 

 

 

 

 

 

 

 

 

 

NET INCOME ATTRIBUTABLE TO IHC

$

17,359  

$

8,688  

$

99,451  

$

13,387  

 

 

 

 

 

 

 

 

 

Basic income per common share

 

 

 

 

 

 

 

 

Loss from continuing operations

$

(.79) 

$

(.50) 

$

(1.61) 

$

(1.11) 

Income from discontinued operations

 

1.97  

 

1.09  

 

8.40  

 

2.02 

Basic income per common share

$

1.18  

$

.59  

$

6.79  

$

.91 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING

 

14,654  

 

14,670  

 

14,645  

 

14,763 

 

 

 

 

 

 

 

 

 

Diluted income per common share

 

 

 

 

 

 

 

 

Loss from continuing operations

$

(.79) 

$

(.50) 

$

(1.61) 

$

(1.11) 

Income from discontinued operations

 

1.97  

 

1.09  

 

8.40  

 

2.02 

Diluted income per common share

$

1.18  

$

.59  

$

6.79  

$

.91 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING

 

14,654  

 

14,670  

 

14,645  

 

14,763 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of November 9, 2021, there were 14,674,936 common shares outstanding, net of treasury shares.



 

INDEPENDENCE HOLDING COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

 

 

 

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

Securities purchased under agreements to resell

 

$

25,458  

 

$

23,962  

Fixed maturities, available-for-sale

 

 

29,070  

 

 

44,003  

Other investments

 

 

2,050  

 

 

1,928  

Total investments

 

 

56,578  

 

 

69,893  

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

7,946  

 

 

17,215  

Investment in Iguana Capital, Inc.

 

 

33,475  

 

 

 

Funds held in escrow

 

 

78,263  

 

 

 

Other assets

 

 

33,975  

 

 

49,475  

Assets attributable to discontinued operations

 

 

995,383  

 

 

946,573  

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

1,205,620  

 

$

1,083,156  

 

 

 

 

 

 

 

LIABILITIES AND  EQUITY:

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

Accounts payable, accruals and other liabilities

 

$

39,817  

 

$

28,387  

Liabilities attributable to discontinued operations

 

 

601,253  

 

 

582,651  

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

641,070  

 

 

611,038  

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

Redeemable noncontrolling interest

 

 

 

 

 

2,312  

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

Preferred stock (none issued)

 

 

 

 

 

- 

Common stock

 

 

18,625  

 

 

18,625  

Paid-in capital

 

 

125,357  

 

 

124,757  

Accumulated other comprehensive income

 

 

2,320  

 

 

4,197  

Treasury stock, at cost

 

 

(77,247) 

 

 

(77,088) 

Retained earnings

 

 

495,498  

 

 

399,273  

 

 

 

 

 

 

 

TOTAL IHC STOCKHOLDERS’ EQUITY

 

 

564,553  

 

 

469,764  

NONREDEEMABLE NONCONTROLLING INTERESTS

 

 

(3) 

 

 

42  

 

 

 

 

 

 

 

TOTAL EQUITY

 

 

564,550  

 

 

469,806  

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

$

1,205,620  

 

$

1,083,156  




v3.21.2
Document and Entity Information
Nov. 09, 2021
Details  
Registrant CIK 0000701869
Document Type 8-K
Document Period End Date Nov. 09, 2021
Entity Registrant Name INDEPENDENCE HOLDING COMPANY
Entity Incorporation, State or Country Code DE
Entity File Number 001-32244
Entity Tax Identification Number 58-1407235
Entity Address, Address Line One 96 Cummings Point Road
Entity Address, City or Town Stamford
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06902
City Area Code 203
Local Phone Number 358-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $1.00 par value
Trading Symbol IHC
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false


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