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, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-5562 HOME BENEFICIAL CORPORATION (Exact name of registrant as specified in its charter) VIRGINIA 54-0884714 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3901 West Broad Street, Richmond, Virginia 23230 (Address of principal executive offices) (Zip Code) 804-358-8431 (Registrant's telephone number, including area code) 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 Number of shares outstanding of each of the Registrant's classes of Common Stock as of August 4, 1995: Class Class A Common Stock $.3125 Par Value 8,476,576 Shares Class B Common Stock $.3125 Par Value 9,087,534 Shares Total number of pages 11 (This page intentionally left blank) HOME BENEFICIAL CORPORATION INDEX Page PART I - Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheet at June 30, 1995 and December 31, 1994................................. 4 Consolidated Condensed Statement of Income for the three months and six months ended June 30, 1995 and 1994 ............................ 5 Consolidated Condensed Statement of Cash Flows for the six months ended June 30, 1995 and 1994..................... 6 Notes to Consolidated Condensed Financial Statements ............... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................................ 8 PART II - Other Information Item 6. Exhibits and Reports on Form 8-K .............................. 9 SIGNATURES ............................................................. 10 PART I. FINANCIAL INFORMATION HOME BENEFICIAL CORPORATION CONSOLIDATED CONDENSED BALANCE SHEET June 30 December 31 1995 1994 ASSETS Investments Securities available-for-sale at fair value Fixed maturities (Amortized value: 1995, $725,850,593; 1994, $718,305,895) $ 740,778,324 $ 691,976,855 Equities (Cost: 1995, $8,978,006; 1994, $9,728,145 26,480,195 24,229,849 Mortgage loans on real estate 332,146,312 338,458,261 Policy loans 53,806,832 53,425,676 Short-term investments 47,486,305 32,459,616 Other 6,850,525 6,167,002 Total investments 1,207,548,493 1,146,717,259 Cash and cash equivalents 2,712,586 1,726,812 Receivables 22,482,089 22,190,964 Deferred policy acquisition costs 97,576,671 96,246,153 Other assets 12,803,178 21,944,872 $ 1,343,123,017 $ 1,288,826,060 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Policy liabilities and accruals Future policy benefits and claims $ 666,087,389 $ 660,081,842 Unearned premiums 26,230,578 25,658,167 Other policy claims and benefits payable 10,591,601 11,004,362 Total policy liabilities and accruals 702,909,568 696,744,371 Other policyholder funds 68,182,258 65,821,085 Other liabilities 65,239,063 59,490,670 Total liabilities 836,330,889 822,056,126 Stockholders' Equity Capital stock Class A common stock, voting, $.3125 par value, 12,800,000 shares authorized; 8,476,576 issued at June 30, 1995 and December 31, 1994 2,648,930 2,648,930 Class B common stock, non-voting, $.3125 par value, 19,200,000 shares authorized; 9,087,534 issued at June 30, 1995 and at December 31, 1994 2,839,854 2,839,854 Total capital stock 5,488,784 5,488,784 Unrealized gains (losses) on securities available-for-sale less related deferred income taxes 22,104,920 (6,652,336) Retained earnings 479,198,424 467,933,486 Total stockholders' equity 506,792,128 466,769,934 $ 1,343,123,017 $ 1,288,826,060 See accompanying notes. HOME BENEFICIAL CORPORATION CONSOLIDATED CONDENSED STATEMENT OF INCOME Three Months Ended Six Months Ended June 30 June 30 1995 1994 1995 1994 Revenues Premiums $ 28,533,352 $ 28,360,063 $57,340,115 $57,172,320 Net investment income 22,031,356 21,167,158 43,820,827 42,152,191 Realized investment (losses)gains (16,942) (1,887) 49,979 57,346 Total revenues 50,547,766 49,525,334 101,210,921 99,381,857 Benefits, claims and expenses Benefits and claims 23,510,018 22,718,281 47,313,766 45,897,749 Underwriting, acquisition and insurance expenses 12,386,255 12,418,806 25,580,932 25,586,979 Total benefits, claims and expenses 35,896,273 35,137,087 72,894,698 71,484,728 Income before income taxes 14,651,493 14,388,247 28,316,223 27,897,129 Income taxes 5,650,000 5,750,000 9,850,000 9,950,000 Net income $ 9,001,493 $ 8,638,247 $18,466,223 $17,947,129 Net income per share of common stock (Average shares outstanding: 1995-17,564,110; 1994-17,920,90 $0.51 $0.48 $1.05 $1.00 Dividends per share $0.21 $0.20 $0.41 $0.395 See accompanying notes. HOME BENEFICIAL CORPORATION CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS Six Months Ended June 30 1995 1994 OPERATING ACTIVITIES Net income $ 18,466,223 $ 17,947,129 Adjustments to reconcile net income to net cash provided by operating activities 3,161,087 6,105,379 Net cash provided by operating activities 21,627,310 24,052,508 INVESTING ACTIVITIES Proceeds from sales or maturities of investments Fixed maturities 58,100,590 121,411,115 Mortgage loans on real estate 15,632,800 29,831,765 Short-term investments -- net Other 6,817,224 10,509,640 Total proceeds 80,550,614 161,752,520 Costs of investments acquired Fixed maturities 65,418,302 135,487,016 Mortgage loans on real estate 9,866,882 33,120,028 Short-term investments -- net 15,026,689 3,100,480 Other 6,040,165 11,377,638 Total costs 96,352,038 183,085,162 Net cash used in investing activities (15,801,424) (21,332,642) FINANCING ACTIVITIES Dividends paid (7,201,285) (7,076,928) Purchase of Class B Common Stock - (911,250) Other 2,361,173 1,909,823 Net cash used in financing activities (4,840,112) (6,078,355) Net increase(decrease) in cash and cash equivalents 985,774 (3,358,489) Cash and cash equivalents at beginning of year 1,726,812 6,039,294 Cash and cash equivalents at end of period $ 2,712,586 $ 2,680,805 Supplemental disclosure of cash flow information Income tax payments $9,500,000 $9,700,000 See accompanying notes. HOME BENEFICIAL CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. Basis of Presentation - In the opinion of management, the accompanying unaudited interim consolidated condensed financial statements of the Corporation contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 1995 and December 31, 1994, and the results of operations and cash flows for the six months ended June 30, 1995 and 1994. The consolidated condensed financial statements include the accounts of the Corporation, its principal subsidiary, Home Beneficial Life Insurance Company (the Life Company), and its other subsidiaries. All significant intercompany accounts and transactions are eliminated. The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included in the Corporation's 1994 Annual Report to Stockholders. 2. In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting for Creditors for Impairment of a Loan." SFAS No 114 requires that impaired loans be valued at the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price, or the fair market value of the collateral, if the loan is collateral dependent. The Corporation adopted the provisions of SFAS No. 114 as of January 1, 1995. Adoption of this Standard does not have any significant effect on the financial condition or results of operations of the Corporation. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition The Corporation is primarily engaged in the life insurance business which historically has provided a positive cash flow. By statute, the Life Company is required to invest in quality securities which provide ample protection for its policyholders. Policy liabilities of the Life Company are predominately long term in nature and are supported primarily by long term fixed maturity investments and mortgage loans on real estate. Assets totaled $1.3 billion at June 30, 1995 with investment assets totalling $1.2 billion or 90% of total assets. Both total assets and invested assets increased over year-end 1994 results. The Corporation's fixed maturity and equity securities portfolio is classified in the balance sheet as available-for-sale and carried at fair value. At June 30, 1995 the fair value of these securities exceeded their cost by $32 million. At June 30, 1995 there were no principal and interest payments past due on fixed maturities, and over 99% of the mortgage loans on real estate were current for both principal and interest. In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting for Creditors for Impairment of a Loan." SFAS No. 114 requires that impaired loans be valued at the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price, or the fair market value of the collateral, if the loan is collateral dependent. The Corporation adopted the provisions of SFAS 114 as of January 1, 1995. Adoption of this Standard does not have any significant effect on the financial condition or results of operations of the Corporation. The Life Company continually matches the investment portfolio to the cash flow demands of the types of insurance being written and maintains adequate cash and short term investments to meet cash requirements for policy loans and voluntary policy terminations, as well as investment commitments. Policy loans account for less than 5% of total cash and invested assets. As disclosed in the Notes to Consolidated Financial Statements as of December 31, 1994, $140 million of consolidated stockholders' equity represents net assets of the Life Company that cannot be transferred in the form of dividends, loans or advances to the Corporation. However, this poses no liquidity concerns to the Corporation as it has sufficient cash flow to meet its operational requirements. Results of Operations Net income for the first six months of 1995 was $18,466,223 compared to $17,947,129 for the same period in 1994. Realized investment gains and losses were insignificant for the two periods. Individual life insurance sales for 1995 increased by 15% and amounted to $451 million compared to $389 million for the first half of 1994. Premiums increased in both the first and second quarter of 1995. Net investment income, excluding realized investment gains and losses, increased 4% compared to a decrease of 3.5% for the 1994 period. The improvement for 1995 results from growth in portfolio assets. The decrease for 1994 was attributable to the downward trend experienced in portfolio interest rates during 1993 and 1992, and the use of $14 million of internally generated funds to repurchase approximately 600,000 shares of common stock in the second quarter of 1993. Part II - Other Information Item 6. Exhibits and Reports on Form 8-K (a) EXHIBITS: Exhibit 27 - Financial Data Schedule is filed as a part of this Quarterly Report on Page 11 (b) No reports on Form 8-K were filed during the period covered by this report. 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. Home Beneficial Corporation (Registrant) Date: August 4, 1995 R. W. Wiltshire, Jr. President and Chief Executive Officer Date: August 4, 1995 Hugh D. Garnett Vice President and Controller