SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
QUARTERLY REPORT
Under Section 13 or 15 (d) of the Securities Exchange Act of 1934
FOR SIX MONTHS ENDED
June 30, 1999
Commission File: 0-3216
INVESTORS HERITAGE LIFE INSURANCE COMPANY
(Exact name of registrant as specified in Charter)
KENTUCKY
(State of Other Jurisdiction of Incorporation or Organization)
61-0574893
(IRS Employer Identification Number)
200 Capital Avenue, P. O. Box 717
Frankfort, Kentucky 40602
(Address of Principal Executive Offices)
Registrant's Telephone Number - (502) 223-2361
Securities registered pursuant to Section 13(g) of the Act:
Common Capital Stock par value $1.00 per share
(Title of Class)
Number of outstanding shares as of June 30, 1999 - 904,395
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 ____
PART I - CONSOLIDATED FINANCIAL STATEMENTS
ITEM 1. The following consolidated statements have been prepared by management
in accordance with generally accepted accounting principles ("GAAP"). In
management's opinion, all adjustments and certain reclassifications necessary
for a fair statement of financial position at June 30, 1999 and December 31,
1998 and the results of operations for the three and six months ended June 30,
1999 and 1998 have been made.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, 1999 December 31, 1998
Assets
Investments
Fixed maturities available-for-sale at
fair value (amortized cost:
1999-$191,131,019; 1998-
$181,886,791) $192,324,585 $193,911,467
Mortgage loans on real estate 14,986,939 16,189,127
Other investments 14,112,293 14,457,293
Total investments $221,423,817 $224,557,887
Cash and cash equivalents 3,225,285 2,461,887
Due and deferred premiums 4,056,339 4,129,967
Deferred acquisition costs 29,254,790 27,288,684
Other assets 8,030,092 8,030,475
Amounts recoverable from reinsurers 26,306,933 23,355,631
$292,297,256 $289,824,531
Liabilities and Stockholders' Equity
Liabilities
Policy liabilities:
Benefit reserves $215,224,527 $207,115,725
Unearned premium reserves 22,428,481 20,069,565
Other policyholders' funds 3,696,570 3,924,918
Total policy liabilities $241,349,578 $231,110,208
Federal income taxes 3,770,975 6,487,085
Other liabilities 4,899,284 4,391,322
Total liabilities $250,019,837 $241,988,615
Stockholders' Equity
Common stock (shares issued:
1999-904,406; 1998-904,373) $ 1,447,850 $ 1,447,797
Paid-in surplus 3,777,035 3,777,101
Accumulated other comprehensive income 2,296,903 8,594,131
Retained earnings 34,755,631 34,016,887
Total stockholders' equity $ 42,277,419 $ 47,835,916
$292,297,256 $289,824,531
See accompanying notes.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
Condensed Consolidated Income Statements (Unaudited)
Three Months Ended June 30
1999 1998
REVENUES
Premiums and other considerations $11,803,041 $11,100,540
Investment income, net of expense 3,787,335 3,467,548
Realized gain (loss)on investments, net (111,592) 114,034
Other income 111,413 89,006
Total revenues $15,590,197 $14,771,128
BENEFITS AND EXPENSES
Death and other benefits $ 5,765,253 $ 4,895,966
Guaranteed annual endowments 228,242 233,184
Dividends to policyholders 202,851 114,808
Increase in benefit reserves and
unearned premiums 4,766,079 5,134,348
Amortization of deferred
acquisition costs, net (247,950) 6,915
Commissions 1,612,521 1,326,633
Other insurance expenses 2,279,703 2,128,871
Total benefits and expenses $14,606,699 $13,840,725
Income from operations before Federal
income tax $ 983,498 $ 930,403
Provision for income taxes:
Current $ 38,277 $ 80,854
Deferred 237,102 114,531
Total $ 275,379 $ 195,385
Net Income $ 708,119 $ 735,018
Earnings per share $ 0.79 $ 0.81
Dividends per share $ 0.00 $ 0.00
INVESTORS HERITAGE LIFE INSURANCE COMPANY
Condensed Consolidated Income Statements (Unaudited)
Six Months Ended June 30
1999 1998
REVENUES
Premiums and other considerations $22,674,887 $21,840,302
Investment income, net of expense 7,540,310 6,947,689
Realized gain (loss) on investments, net (86,133) 131,601
Other income 201,003 160,712
Total revenues $30,330,067 $29,080,304
BENEFITS AND EXPENSES
Death and other benefits $11,763,951 $10,540,636
Guaranteed annual endowments 426,076 437,945
Dividends to policyholders 377,433 290,346
Increase in benefit reserves and
unearned premiums 9,246,572 9,342,962
Amortization of deferred
acquisition costs, net (872,631) 30,110
Commissions 3,037,880 2,562,277
Other insurance expenses 4,371,288 4,153,747
Total benefits and expenses $28,350,569 $27,358,023
Income from operations before Federal
income tax $ 1,979,498 $ 1,722,281
Provision for income taxes:
Current $ 49,277 $ 126,549
Deferred 504,982 235,130
Total $ 554,259 $ 361,679
Net Income $ 1,425,239 $ 1,360,602
Earnings per share $ 1.58 $ 1.50
Dividends per share $ 0.76 $ 0.76
See accompanying notes.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
Condensed Consolidated Statements of Cash Flow (Unaudited)
Six Months Ended June 30
1999 1998
Net cash provided by operating activities $ 10,792,974 $ 11,349,079
Investing activities
Securities available-for-sale:
Purchases $(22,954,206) $(13,834,470)
Sales and maturities 13,694,758 3,681,959
Other investments:
Cost of acquisition (1,108,293) (1,503,859)
Sales and maturities 2,763,833 1,130,291
Other investing activities (125,356) (65,536)
Net cash used by investing activities $ (7,729,264) $(10,591,615)
Financing Activities
Receipts from universal life policies
credited to policyholder
account balances $ 1,964,605 $ 2,465,133
Return of policyholder account
balances on universal
life policies (3,578,409) (3,034,901)
Other financing activities (686,508) (742,758)
Net cash used by financing activities $ (2,300,312) $ (1,312,526)
Increase (decrease) in cash and cash
equivalents $ 763,398 $ (555,062)
Cash and cash equivalents at beginning
of period 2,461,887 2,902,587
Cash and cash equivalents at end of period $ 3,225,285 $ 2,347,525
See accompanying notes.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
NOTE A - Nature of Operations: Kentucky Investors, Inc. (Kentucky Investors) is
the holding company of Investors Heritage Life Insurance Company (the Company),
Investors Heritage Printing, Inc., a printing company and Investors Heritage
Financial Services Group, Inc., an insurance marketing company.
The Company's operations involve the sale and administration of various
insurance and annuity products, including, but not limited to, participating,
non-participating, whole life, limited pay, universal life, annuity contracts,
credit life, credit accident and health and group insurance policies. The
principal markets for the Company products are in the Commonwealths of Kentucky
and Virginia, and the states of North Carolina, South Carolina, Ohio, Indiana,
Florida, Tennessee, Illinois, Georgia, West Virginia and Texas.
NOTE B - Basis of Presentation: The accompanying unaudited condensed
consolidated financial statements of the Company and subsidiary have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six months ended June 30, 1999, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto for the year ended December 31, 1998,
included in the Company's Annual Report on Form 10-K.
The preparation of financial statements in conformity with generally accepted
accounting principles requires 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.
NOTE C - Earnings per Share: Earnings per share of common stock were computed
based on the weighted average number of common shares outstanding during each
period. The number of shares used in this computation for the Company is
904,428 and 904,911 for June 30, 1999 and 1998, respectively.
NOTE D - Segment Data: The Company operates in four segments as shown in the
following table. All segments include both individual and group insurance.
Identifiable revenues and expenses are assigned directly to the applicable
segment. Net investment income is generally allocated to the insurance and the
corporate segments in proportion to policy liabilities and stockholders' equity,
respectively.
June 30, 1999 June 30, 1998
Revenues:
Preneed & Burial Products $22,647,434 $21,005,179
Traditional & Universal Life Products 6,833,436 7,030,213
Credit Insurance Products &
Administrative Services 135,868 129,782
Corporate & Other 713,329 915,130
$30,330,067 $29,080,304
Pre-Tax Income from Operations:
Preneed & Burial Products $ 1,657,377 $ 1,206,070
Traditional & Universal Life Products 397,856 366,490
Credit Insurance Products &
Administrative Services (44,154) (61,484)
Corporate & Other (31,581) 211,205
$ 1,979,498 $ 1,722,281
NOTE E - Federal Income Taxes: Current taxes are provided based on estimates of
the projected effective annual tax rate. Deferred taxes reflect the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes.
NOTE F _ Comprehensive Income: The components of comprehensive income (loss),
net of related tax, are as follows:
Three Months Ended
June 30, 1999 June 30, 1998
Net income $ 708,119 $ 735,018
Net unrealized gains (losses) on
available-for-sale securities 3,417,807 898,845
Comprehensive income (loss) $2,709,688 $1,633,863
Six Months Ended
June 30, 1999 June 30, 1998
Net income $ 1,425,239 $1,360,602
Net unrealized gains (losses) on
available-for-sale securities (6,297,228) 1,188,175
Comprehensive income (loss) $(4,871,989) $2,548,777
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
Investors Heritage Life Insurance Company (the "Company") is a life insurance
company incorporated under the laws of the Commonwealth of Kentucky. The
Company offers a full line of life insurance products including, but not limited
to, whole life, term life, single premium life, multi-pay life and annuities.
The Company's primary lines of business are insurance policies and annuities
utilized to fund preneed funeral contracts, credit life and credit disability
insurance, and term life and reducing term life sold through financial
institutions. During 1998 the Company introduced the Legacy 2000 Series of
products to the preneed funeral market. The Company's operating earnings are
derived primarily from revenues generated from the sale of life insurance
policies plus the Company's investment results, including realized gains
(losses), less interest credited, benefits to policyholders and expenses.
Investments, Liquidity and Capital Resources
Premiums, which include mortality and expense charges, and investment income are
the Company's primary sources of cash flow used to meet short-term and long-term
cash requirements.
The Company's short-term obligations consist primarily of policyholder benefits
and operating expenses. The Company has historically been able to meet these
obligations out of operating cash, premiums and investment income.
Management is not aware of any commitments or unusual events that could
materially affect capital resources. The Company has no long-term or short-term
external debt. However, the Company will continue to explore various
opportunities including corporate reorganizations, acquisitions and purchasing
blocks of business from other companies, which may dictate a need for either
long-term or short-term debt.
The Company has maintained a sound, conservative investment strategy. At June
30, 1999, 86.9% of invested assets consisted of fixed income public bonds
compared to 86.4% at December 31, 1998. Fixed income assets are managed by
Charter Oak Capital Management, Inc., an independent portfolio manager.
Additionally, the Company also engages in commercial and residential mortgage
lending with approximately 92% of these investments being in commercial
properties. All mortgage loans are originated in-house and all loans are secured
by first mortgages on the real estate. At June 30, 1999, 6.8% of invested assets
consisted of mortgage loans compared to 7.2% at December 31, 1998. $1,848,000
of the decrease is due to the early pay-off of several mortgage loans as a
result of the sale or refinancing of the property. New mortgage loans made
during the first six months of 1999 totaled $1,070,000. Management anticipates
funding several new mortgage loan investments during the remainder of 1999 to
maintain a similar or slightly higher percentage of mortgage loans to total
invested assets.
The Company's conservative approach in the product development area and the
strength and stability of its fixed income and mortgage loan portfolios provide
adequate liquidity both in the short-term and the long-term. At June 30, 1999
the Company's fixed income investments were 100% investment grade as rated by
Standard & Poor's, unchanged from December 31, 1998. None of the Company's fixed
income assets are in default and there has been no material change in the
distribution of the Company's fixed income portfolio.
The Company's principal long-term obligations are fixed contractual obligations
incurred in the sale of its life insurance products. The premium charged for
these products are based on conservative and actuarially sound assumptions as to
mortality, persistency and interest. The Company believes these assumptions
will produce revenues sufficient to meet its future contractual benefit
obligations and operating expenses, and provide an adequate profit margin.
Results of Operations
Total premium income (net of reinsurance) increased 6.3% when compared to the
second quarter of 1998, and increased 3.8% for the first six months of 1999 when
compared to the same period in 1998. (For further explanation, see "Business
Segments" below). Net investment income for the second quarter 1999 increased
9.2% compared to the second quarter of 1998 and increased 8.5% for the first six
months of 1999 when compared to the same period in 1998. This is due primarily
to the increase in the Company's asset base. Overall Revenue for the second
quarter 1999 increased 5.5% when compared to the second quarter 1998 and
increased 4.3% for the first six months of 1999.
Total Benefits and Expenses were 5.5% higher in the second quarter 1999 when
compared to the same quarter of 1998 and 3.6% higher for the first six months of
1999 when compared to the same period in 1998. The primary reasons for this
increase are (1) increased sales of Preneed and Burial Products combined with a
change in the commission structure which generates higher first year
commissions, and (2) higher than projected claims for the first four months of
1999. These claims have been analyzed revealing no particular anti-selection.
Claims improved from previous levels during May and June, 1999.
Business Segments
Management internally evaluates the performance of Company operations by the
following business segments:
Preneed & Burial Products includes both life and annuity products sold by
funeral directors or affiliated agents to fund prearranged funerals. Revenues
for this segment were 7.8% higher for the first six months of 1999 when compared
to the same period of 1998. The increase is due to increased sales of the
Company's Legacy 2000 Series of Preneed and Burial Products used in the pre-
arranged funeral and final expense markets and the Net Investment Income
associated with those products. Pre-Tax Income from Operations during the first
six months 1999 was 37.4% higher than the comparable period for 1998 due
primarily to higher than anticipated sales of non-single premium Legacy 2000
Series products combined with the new commission structure on those products.
The Company plans to continue its expansion of territory and recruitment of
agents in the Preneed and Burial insurance market.
Traditional & Universal Life Products includes traditional life and group life
insurance products, annuities (primarily qualified) and universal life products.
Revenues for this segment were 2.8% lower for the first six months of 1999 when
compared to the first six months of 1998. Pre-Tax Income from Operations for
the first six months of 1999 was 8.6% higher than the comparable period for 1998
primarily due to significantly lower claims in universal life products.
Credit Insurance Products & Administrative Services includes the marketing and
administration of credit life and credit accident & health insurance products.
Revenues were 4.7% higher and Pre- tax income has improved 28.2% for the first
six months of 1999 when compared to the first six months of 1998 primarily due
to the reduction in the run-off of a closed block of credit business combined
with increased service fees on new credit business. All of the related
underwriting risk currently produced is being reinsured 100% with highly-rated
life companies.
Corporate & Other consists of corporate accounts measured primarily by
stockholders' paid-in capital, contributed surplus, earned surplus, property and
equipment, investments in affiliates and other minor business lines which
include group annuities and group and individual accident and health products.
Revenues were 22.1% lower for the first six months of 1999 when compared to the
same period of 1998. Pre-Tax Income was 114.95% lower for the first six months
of 1999 when compared to the first six months of 1998. The decreases in Revenues
and Pre-Tax Income are primarily due to realized capital losses during the
second quarter of 1999 and the continued run-off of a closed block of group
accident and health insurance and claims associated with that block.
Federal Income Taxes
Current taxes are provided based on estimates of the projected effective annual
tax rate. Deferred taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The effective tax rate
was 28% at June 30, 1999 compared to 21% for June 30, 1998. The increase in
the effective tax rate is due primarily to the reduced benefit of the small
life insurance company deduction resulting from an increase in net income.
Year 2000 Compliance
The Year 2000 issue is the result of computer programs being written using 2-
digits rather than 4-digits to define the applicable year. Any computer program
that has time sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculation causing disruption of operations, including, among other things,
a temporary inability to process transactions, send invoices, or engage in
similar normal business activities.
The Company recognized the Year 2000 Issue in 1988 and began working on a
solution at that time. The Information Systems Department has worked diligently
to make modifications to existing software so that the Year 2000 Issue will not
pose significant operational problems for its computer systems. As of year end
1995, the Company's systems were in full compliance with all Year 2000 Issue
requirements and it is anticipated that there will be no exposure to
contingencies related to the Year 2000 Issue for the products it has sold. The
cost to implement system changes related to the Year 2000 issue has been
nominal.
Although the Company does not anticipate any major interruption of business
activities, that will be dependent, in part, upon the activities of third
parties. Management has initiated formal communications with all of its
significant reinsurers, vendors, and financial institutions and has been advised
that all are either in full compliance or anticipate being in full compliance
prior to June 30, 1999, with the exception of the utility that supplies power to
Investors Heritage which anticipates having critical systems Year 2000 ready by
September 30, 1999. Even though the Company has assessed and continues to
assess third party issues, it has no direct ability to influence the compliance
actions of such parties. Accordingly, there can be no guarantee that the
systems of other companies on which Investors Heritage relies will be Year 2000
compliant, leading to an adverse effect on future operating results of the
Company.
Forward Looking Information
The Company cautions readers regarding certain forward-looking statements
contained in this report and in any other statements made by, or on behalf of,
the Company, whether or not in future filings with the Securities and Exchange
Commission (the "SEC"). Forward-looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results, or other developments. Statements using verbs such as
"expect," "anticipate," "believe" or words of similar import generally involve
forward-looking statements. Without limiting the foregoing, forward-looking
statements include statements which represent the Company's beliefs concerning
future levels of sales and redemptions of the Company's products, investment
spreads and yields, or the earnings and profitability of the Company's
activities.
Forward-looking statements are necessarily based on estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control
and many of which are subject to change. These uncertainties and contingencies
could cause actual results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company. Whether or
not actual results differ materially from forward-looking statements may depend
on numerous foreseeable and unforeseeable factors and developments. Some of
these may be national in scope, such as general economic conditions, changes in
tax law and changes in interest rates. Some may be related to the insurance
industry generally, such as pricing competition, regulatory developments,
industry consolidation and the effects of competition in the insurance business
from other insurance companies and other financial institutions operation in the
Company's market area and elsewhere. Others may relate to the Company
specifically, such as credit, volatility and other risks associated with the
Company's investment portfolio. The Company cautions that such factors are not
exclusive. The Company disclaims any obligation to update forward-looking
information.
PART II _ OTHER INFORMATION
Item 1. Legal Proceedings
From time to time the Company is involved in litigation relating claims arising
out of its operations in the normal course of business. As of August 9, 1999,
the Company is not a party to any legal proceedings, the adverse outcome of
which, in management's opinion, individually or in the aggregate, would have a
material adverse effect on the Company's financial condition or results of
operations.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of the stockholders was held on May 13, 1999 at 10:00
a.m. The purpose of the meeting was to elect directors.
(b) The purpose of the meeting was as follows:
To elect three (3) directors to hold office for a term of three (3) years or
until their successors are duly elected and qualified.
The following individuals were elected for a term of (3) years and the number of
votes cast was as follows:
Helen S. Wagner _ Number of Votes Cast FOR _ 826,818; WITHHELD - 741
Jerry F. Howell _ Number of Votes Cast FOR _ 826,793; WITHHELD - 766
Michael F. Dudgeon, Jr. _ Number of Votes Cast FOR _ 826,759; WITHHELD - 800
The other directors whose terms will continue after the meeting are:
Gordon C. Duke
Dr. Jerry F. Howell, Jr.
Robert M. Hardy, Jr.
Harry Lee Waterfield II
Adron Doran
H. Glenn Doran
ITEM 5. Other Information.
Not Applicable.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Definitive Proxy Statements and Annual Reviews were filed with the
Securities and Exchange Commission.
(b) There were no reports filed on Form 8-K during the quarter ended June 30,
1999.
(c) Exhibit 27 - Financial Data Schedule.
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.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
/s/
BY: HARRY LEE WATERFIELD II
PRESIDENT
DATE: August 13, 1999
/s/
BY: JIMMY R. MCIVER
TREASURER
DATE: August 13, 1999