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 NINE MONTHS ENDED
September 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 September 30, 1999 - 904,784
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 September 30, 1999 and December
31, 1998 and the results of operations for the three and nine months ended
September 30, 1999 and 1998 have been made.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
Condensed Consolidated Balance Sheets
(Unaudited)
September 30, 1999 December 31, 1998
Assets
Investments
Fixed maturities available-for-sale at
fair value (amortized cost:
1999-$195,713,018; 1998-
$181,886,791) $194,604,358 $193,911,467
Mortgage loans on real estate 14,674,647 16,189,127
Other investments 13,291,005 14,457,293
Total investments $222,570,010 $224,557,887
Cash and cash equivalents 5,424,683 2,461,887
Due and deferred premiums 4,496,596 4,129,967
Deferred acquisition costs 30,141,274 27,288,684
Other assets 7,918,538 8,030,475
Amounts recoverable from reinsurers 27,816,953 23,355,631
$298,368,054 $289,824,531
Liabilities and Stockholders' Equity
Liabilities
Policy liabilities:
Benefit reserves $221,703,744 $207,115,725
Unearned premium reserves 23,657,239 20,069,565
Other policyholders' funds 3,795,494 3,924,918
Total policy liabilities $249,156,477 $231,110,208
Federal income taxes 3,178,960 6,487,085
Other liabilities 4,533,614 4,391,322
Total liabilities $256,869,051 $241,988,615
Stockholders' Equity
Common stock (shares issued:
1999-904,784; 1998-904,373) $ 1,448,454 $ 1,447,797
Paid-in surplus 3,775,617 3,777,101
Accumulated other comprehensive income 444,858 8,594,131
Retained earnings 35,830,074 34,016,887
Total stockholders' equity $ 41,499,003 $ 47,835,916
$298,368,054 $289,824,531
See accompanying notes.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
Condensed Consolidated Income Statements (Unaudited)
Three Months Ended September 30
1999 1998
REVENUES
Premiums and other considerations $12,871,624 $10,756,960
Investment income, net of expense 3,828,030 3,592,277
Realized gain on investments, net 52,699 45,687
Other income 115,607 96,562
Total revenues $16,867,960 $14,491,486
BENEFITS AND EXPENSES
Death and other benefits $ 5,154,779 $ 5,153,277
Guaranteed annual endowments 179,017 184,372
Dividends to policyholders 172,057 171,958
Increase in benefit reserves and
unearned premiums 6,382,039 4,626,050
Amortization of deferred
acquisition costs, net (582,543) (169,563)
Commissions 1,721,433 1,298,563
Other insurance expenses 2,362,363 2,115,309
Total benefits and expenses $15,389,145 $13,379,966
Income from operations before Federal
income tax $ 1,478,815 $ 1,111,520
Provision for income taxes:
Current $ 59,903 $ 54,925
Deferred 354,166 178,494
Total $ 414,069 $ 233,419
Net Income $ 1,064,746 $ 878,101
Earnings per share $ 1.17 $ 0.98
Dividends per share $ 0.00 $ 0.00
INVESTORS HERITAGE LIFE INSURANCE COMPANY
Condensed Consolidated Income Statements (Unaudited)
Nine Months Ended September 30
1999 1998
REVENUES
Premiums and other considerations $35,546,511 $32,597,262
Investment income, net of expense 11,368,340 10,539,966
Realized gain (loss) on
investments, net (33,434) 177,288
Other income 316,610 257,274
Total revenues $47,198,027 $43,571,790
BENEFITS AND EXPENSES
Death and other benefits $16,918,730 $15,693,913
Guaranteed annual endowments 605,093 622,317
Dividends to policyholders 549,490 462,304
Increase in benefit reserves and
unearned premiums 15,628,611 13,969,012
Amortization of deferred
acquisition costs, net (1,455,174) (139,453)
Commissions 4,759,313 3,860,840
Other insurance expenses 6,733,651 6,269,056
Total benefits and expenses $43,739,714 $40,737,989
Income from operations before Federal
income tax $ 3,458,313 $ 2,833,801
Provision for income taxes:
Current $ 109,180 $ 181,474
Deferred 859,148 413,624
Total $ 968,328 $ 595,098
Net Income $ 2,489,985 $ 2,238,703
Earnings per share $ 2.75 $ 2.48
Dividends per share $ 0.76 $ 0.76
See accompanying notes.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
Condensed Consolidated Statements of Cash Flow (Unaudited)
Nine Months Ended September 30
1999 1998
Net cash provided by operating activities $ 17,412,810 $ 17,015,791
Investing activities
Securities available-for-sale:
Purchases $(32,691,109) $(19,257,843)
Sales and maturities 18,865,946 6,659,475
Other investments:
Cost of acquisition (1,778,982) (4,289,373)
Sales and maturities 3,817,220 1,989,693
Other investing activities (156,530) (88,731)
Net cash used by investing activities $ 11,943,455) $(14,986,779)
Financing Activities
Receipts from universal life policies
credited to policyholder
account balances $ 3,266,933 $ 3,485,437
Return of policyholder account
balances on universal
life policies (5,095,867) (4,500,134)
Other financing activities (677,625) (740,080)
Net cash used by financing activities $(2,506,559) $ (1,754,777)
Increase in cash and cash equivalents $ 2,962,796 $ 274,235
Cash and cash equivalents at beginning
of period 2,461,887 2,902,587
Cash and cash equivalents at end of period $ 5,424,683 $ 3,176,822
See accompanying notes.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 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 nine months ended September 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
904,426 and 904,503 for September 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.
Three Months Ended
September 30, 1999 September 30, 1998
Revenues:
Preneed & Burial Products $12,861,272 $10,389,560
Traditional & Universal Life
Products 3,468,318 3,622,046
Credit Insurance Products &
Administrative Services 93,980 69,926
Corporate & Other 444,390 409,954
$16,867,960 $14,491,486
Pre-Tax Income from Operations:
Preneed & Burial Products $ 1,138,655 $ 656,147
Traditional & Universal Life
Products 197,377 434,043
Credit Insurance Products &
Administrative Services 1,919 (73,322)
Corporate & Other 140,864 94,652
$ 1,478,815 $ 1,111,520
Nine Months Ended
September 30, 1999 September 30, 1998
Revenues:
Preneed & Burial Products $35,508,706 $31,394,739
Traditional & Universal Life
Products 10,301,754 10,652,259
Credit Insurance Products &
Administrative Services 229,848 199,708
Corporate & Other 1,157,719 1,325,084
$47,198,027 $43,571,790
Pre-Tax Income from Operations:
Preneed & Burial Products $ 2,796,032 $ 1,862,217
Traditional & Universal Life Products 595,233 800,533
Credit Insurance Products &
Administrative Services (42,235) (134,806)
Corporate & Other 109,283 305,857
$ 3,458,313 $ 2,833,801
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
September 30 September 30
1999 1998
Net income $ 1,064,746 $ 878,101
Net unrealized gains (losses) on
available-for-sale securities (1,852,045) 3,565,278
Comprehensive income (loss) $ (87,299) $ 4,443,379
Nine Months Ended
September 30 September 30
1999 1998
Net income $ 2,489,985 $ 2,238,703
Net unrealized gains (losses) on
available-for-sale securities (8,149,273) 4,753,453
Comprehensive income (loss) $(5,659,288) $ 6,992,156
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
September 30, 1999, 87.4% 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. The
accumulated other comprehensive loss increased by $1,852,000 for the third
quarter of 1999 and $8,149,000 for the first nine months of 1999 principally
related to the decreasing fair value of the Company's investment portfolio as
interest rates rose.
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 September 30, 1999, 6.6% of invested
assets consisted of mortgage loans compared to 7.2% at December 31, 1998.
$2,677,000 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 nine months of 1999 totaled $1,684,000. 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 September 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 19.7% when compared to the
third quarter of 1998, and increased 9.0% for the first nine months of 1999 when
compared to the same period in 1998. (For further explanation, see "Business
Segments" below). Net investment income for the third quarter 1999 increased
6.6% compared to the third quarter of 1998 and increased 7.9% for the first nine
months of 1999 when compared to the same period in 1998. This is due primarily
to the increase in the Company's invested asset base. Overall Revenue for the
third quarter 1999 increased 16.4% when compared to the third quarter 1998 and
increased 8.3% for the first nine months of 1999.
Total Benefits and Expenses were 15.0% higher in the third quarter 1999 when
compared to the same quarter of 1998 and 7.4% higher for the first nine 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 through September, 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 23.8% when compared to the third quarter of 1998 and were
13.1% higher for the first nine months of 1999 when compared to the same period
of 1998. The increase is due to the continued increase in 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 was 73.5% higher than the third
quarter of 1998 and during the first nine months 1999 was 50.1% 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 4.2% lower than the third quarter of 1998 and
were 3.3% lower for the first nine months of 1999 when compared to the first
nine months of 1998. Pre-Tax Income from Operations was 54.5% lower than the
third quarter of 1998 and for the first nine months of 1999 was 25.6% lower than
the comparable period for 1998. The decreases are primairly due to lower
premiums in the group life insurance line as a result of a reinsurance agreement
entered into during the third quarter of 1999 whereby a substantial block of
group insurance was ceded to a non-affiliated life insurer. Addtionally, higher
claims in the ordinary life lines in the third quarter of 1999 when compared to
the same quarter in 1998 resulted in a decrease in Pre-Tax Income.
Credit Insurance Products & Administrative Services includes the marketing and
administration of credit life and credit accident & health insurance products.
Revenues were 34.4% higher and pre-tax Income improved 102.6% when compared to
the third quarter of 1998. Revenues were 15.1% higher and Pre- tax income has
improved 68.7% for the first nine months of 1999 when compared to the first nine
months of 1998. The increases are 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 8.4% higher and Pre-tax Income was 48.8% higher for the first
quarter when compared to the same period in 1998. Revenues were 12.6% lower for
the first nine months of 1999 when compared to the same period of 1998. Pre-Tax
Income was 64.3% lower for the first nine months of 1999 when compared to the
first nine months of 1998. The decreases in Revenues and Pre-Tax Income for the
nine months in 1999 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
September 30, 1999 compared to 21% for September 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 in full compliance. 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 November 12,
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
None
ITEM 5. Other Information.
Not Applicable.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27 - Financial Data Schedule.
(b) There were no reports filed on Form 8-K during the quarter ended September
30, 1999.
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: November 12, 1999
/s/
BY: JIMMY R. MCIVER
TREASURER
DATE: November 12, 1999