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, 1996 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 2, 1996: Class Class A Common Stock $.3125 Par Value 8,317,827 Shares Class B Common Stock $.3125 Par Value 8,992,910 Shares (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, 1996 and December 31, 1995................................. 4 Consolidated Condensed Statement of Income for the six months and three months ended June 30, 1996 and 1995 .......................... 5 Consolidated Condensed Statement of Cash Flows for the six months ended June 30, 1996 and 1995..................... 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 1996 1995 ASSETS Investments Securities available-for-sale at fair value Fixed maturities (Amortized value: 1996, $758,180,266; 1995, $725,850,593) $ 771,949,081 $ 795,741,956 Equities (Cost: 1996, $9,520,207; 1995, $8,978,006) 33,682,456 29,475,901 Mortgage loans on real estate 357,794,347 339,773,729 Policy loans 54,835,531 54,480,175 Short-term investments 22,329,155 41,072,441 Other 6,371,326 6,242,886 Total investments 1,246,961,896 1,266,787,088 Cash and cash equivalents 1,124,614 3,086,602 Receivables 23,635,160 23,006,240 Deferred policy acquisition costs 98,566,158 99,246,423 Other assets 10,765,492 11,228,471 $1,381,053,320 $1,403,354,824 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Policy liabilities and accruals Future policy benefits and claims $ 677,989,012 $ 672,301,481 Unearned premiums 26,715,273 26,248,702 Other policy claims and benefits payable 10,607,935 10,819,728 Total policy liabilities and accruals 715,312,220 709,369,911 Other policyholder funds 72,312,854 71,450,993 Other liabilities 65,715,815 80,446,342 Total liabilities 853,340,889 861,267,246 Stockholders' Equity Capital stock Class A common stock, voting, $.3125 par value, 12,800,000 shares authorized; 8,317,827 issued at June 30, 1996 and 8,446,200 issued at December 31, 1995 2,599,321 2,639,438 Class B common stock, non-voting, $.3125 par value, 19,200,000 shares authorized; 8,992,910 issued at June 30, 1996 and at December 31, 1995 2,810,284 2,810,284 Total capital stock 5,409,605 5,449,722 Unrealized gains (losses) on securities available-for-sale less related deferred income taxes 25,697,805 48,161,757 Retained earnings 496,605,021 488,476,099 Total stockholders' equity 527,712,431 542,087,578 $1,381,053,320 $1,403,354,824 See accompanying notes. HOME BENEFICIAL CORPORATION CONSOLIDATED CONDENSED STATEMENT OF INCOME Three Months Ended Six Months Ended June 30 June 30 1996 1995 1996 1995 Revenues Premiums $29,169,175 $28,533,352 $58,435,516 $57,340,115 Net investment income 22,269,410 22,031,356 44,441,262 43,820,827 Realized investment gains (losses) 4,218 (16,942) 63,174 49,979 Total revenues 51,442,803 50,547,766 102,939,952 101,210,921 Benefits, claims and expenses Benefits and claims 23,145,245 23,510,018 47,188,343 47,313,766 Underwriting, acquisition and insurance expenses 14,154,874 12,386,255 27,938,235 25,580,932 Total benefits, claims and expenses 37,300,119 35,896,273 75,126,578 72,894,698 Income before income taxes 14,142,684 14,651,493 27,813,374 28,316,223 Income taxes 5,000,000 5,650,000 9,200,000 9,850,000 Net income $ 9,142,684 $ 9,001,493 $18,613,374 $18,466,223 Net income per share of common stock (Average shares outstanding: 1996-17,337,540; 1995-17,564,110) $ .53 $.51 $1.07 $1.05 Dividends per share $ .22 $.21 $ .43 $ .41 See accompanying notes. HOME BENEFICIAL CORPORATION CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS Six Months Ended June 30 1996 1995 OPERATING ACTIVITIES Net income $ 18,613,374 $ 18,466,223 Adjustments to reconcile net income to net cash provided by operating activities 3,080,846 3,161,087 Net cash provided by operating activities 21,694,220 21,627,310 INVESTING ACTIVITIES Proceeds from sales or maturities of investments Fixed maturities available-for-sale 81,231,876 58,100,590 Mortgage loans on real estate 19,477,353 15,632,800 Short-term investments - net 18,743,285 - Other 7,626,275 6,817,224 Total proceeds 127,078,789 80,550,614 Costs of investments acquired Fixed maturities available-for-sale 95,767,092 65,418,302 Mortgage loans on real estate 37,336,720 9,866,882 Short-term investments -- net - 15,026,689 Other 7,968,477 6,040,165 Total costs 141,072,289 96,352,038 Net cash used in investing activities (13,993,500) (15,801,424) FINANCING ACTIVITIES Dividends paid (7,443,617) (7,201,285) Purchase of Class A Common Stock (3,080,952) - Other 861,861 2,361,173 Net cash used in financing activities (9,662,708) (4,840,112) Net (decrease)increase in cash and cash equivalents (1,961,988) 985,774 Cash and cash equivalents at beginning of year 3,086,602 1,726,812 Cash and cash equivalents at end of period $ 1,124,614 $ 2,712,586 Supplemental disclosure of cash flow information Income tax payments $9,520,000 $9,500,000 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, 1996 and December 31, 1995, and the results of operations and cash flows for the three months and six months ended June 30, 1996 and 1995. 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 1995 Annual Report to Stockholders. 2. During the first six months of 1996, the Corporation purchased 128,373 shares of its Class A Common Stock at a cost of $3.1 million. 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 $1.4 billion at June 30, 1996 with investment assets totalling $1.2 billion. 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, 1996 the fair value of these securities exceeded their cost by $38 million. At June 30, 1996 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. 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, 1995, $145 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 1996 was $18,613,374 compared to $18,466,223 for the same period in 1995. Realized investment gains were insignificant for the two periods. Individual life insurance sales for 1996 increased by 9.2% and amounted to $492.4 million compared to $451 million for the first six months of 1995. Net investment income, excluding realized investment gains and losses, increased 1.4% compared to an increase of 4% for the 1995 period. Growth in investment income continued to decline as a result of average yields on newly acquired mortgages and fixed income securities being below the Corporation's portfolio yield rate. First half 1996 underwriting, acquisition and insurance expenses increased over the corresponding period of 1995 as a result of increased individual insurance policy terminations. 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 9, 1996 R. W. Wiltshire, Jr. President and Chief Executive Officer Date: August 9, 1996 Hugh D. Garnett Vice President and Controller HOME BENEFICIAL CORPORATION Index to Exhibits (Item 6(a)) Sequential Page Number EXHIBITS 27 - Financial Data Schedule 12