SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 1996 Commission File No. 0-18540 UNITED INCOME, INC. (Exact Name of Registrant as specified in its Charter) Ohio 37-1224044 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 5147, Springfield, Illinois 62705 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (217) 786-4300 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 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 Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. Shares outstanding at July 31, 1996: 19,886,572 Common stock, no par value per share UNITED INCOME, INC. (the "Company") INDEX Part I: Financial Information Balance Sheets as of June 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . 3 Statements of Operations for the six months and three months ended June 30, 1996 and 1995 . . . . . . . . . . . . 4 Statements of Cash Flows for the six months ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . 5 Notes to Financial Statements . . . . . . . . . . . . . . . 6 Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . 12 Part II: Other Information Signatures . . . . . . . . . . . . . . . . . . . . . . . .18 2 PART 1. FINANCIAL INFORMATION Item 1. Financial Statements UNITED INCOME, INC. Balance Sheet June 30, December 31, 1996 1995 ASSETS Cash and cash equivalents $ 299,551 $ 364,370 Mortgage loans 178,984 182,206 Notes receivable from affiliate 864,100 714,100 Accrued interest income 28,151 7,040 Property and equipment (net of accumulated depreciation $106,653 and $102,208) 7,613 12,058 Investment in affiliates 12,101,787 11,985,958 Other assets (net of accumulated amortization $127,503 and $108,995) 101,782 120,290 Total assets $ 13,581,968 $ 13,386,022 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities and accruals: Convertible debentures $ 902,300 $ 902,300 Indebtedness of affiliate 90,976 87,869 Other liabilities 2,259 40,722 Total liabilities 995,535 1,030,891 Shareholders' equity: Common stock - no par value, stated value .033 per share. 33,000,000 shares authorized, 22,423,572 issued in 1996, 22,423,572 issued in 1995 739,977 739,977 Additional paid-in capital 14,633,455 14,633,455 Unrealized depreciation ofinvestments held for sale of affiliate (55,198) (236) Accumulated deficit (2,648,080) (2,934,344) Total shareholders' equity 12,670,154 12,438,852 Common stock in treasury, at cost (2,537,000 shares) (83,721) (83,721) Total shareholders' equity 12,586,433 12,355,131 Total liabilities and shareholders' equity $ 13,581,968 $ 13,386,022 See accompanying notes. 3 UNITED INCOME, INC. Statement of Operations Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 1996 1995 1996 1995 Revenues: Interest income $ 3,793 $ 3,726 $ 7,466 $ 8,714 Interest income from affiliates 20,717 17,387 38,795 35,941 Service agreement income from affiliates 459,454 529,411 996,058 1,034,529 Other income from affiliates 51,130 36,478 76,402 78,102 535,094 587,002 1,118,721 1,157,286 Expenses: Management fee to affiliate 425,672 483,677 847,635 920,718 General expenses 14,514 23,951 66,318 70,215 Interest expense 20,865 22,676 42,295 44,161 461,051 530,304 956,248 1,035,094 Income before provision for income taxes and equity income of investees 74,043 56,698 162,473 122,192 Equity in income (loss) of investees (23,248) (587,479) 123,791 (515,221) Net income (loss) $ 50,795 $ (530,781) $ 286,264 $ (393,029) Net income (loss) per common share $ 0.00 $ (0.03) $ 0.01 $ (0.02) Average common shares outstanding 19,886,572 19,886,572 19,886,572 19,886,572 See accompanying notes. 4 UNITED INCOME, INC. Statement of Cash Flows June 30, June 30, 1996 1995 Decrease in cash and cash equivalents Cash flows from operating activities: Net income (loss) $ 286,264 $ (393,029) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 22,953 28,033 Accretion of discount on mortgage loans (330) 0 Equity in gain (loss) of investees (123,791) 515,221 Changes in assets and liabilities: Change in accrued investment and interest income (21,111) (1,641) Change in indebtedness of affiliates 3,107 12,058 Change in other liabilities (38,463) (15,095) Net cash provided by operating activities 128,629 145,547 Cash flows from investing activities: Capital contribution to investee (47,000) (23,500) Purchase of investments in affiliates 0 (17,296) Issuance of notes receivable affiliate (150,000) 0 Payments received on mortgage loans 3,552 2,094 Purchase of mortgage loan 0 (126,000) Net cash used in investing activities (193,448) (164,702) Net decrease in cash and cash equivalents (64,819) (19,155) Cash and cash equivalents at beginning of period 364,370 230,266 Cash and cash equivalents at end of period $ 299,551 $ 211,111 See accompanying notes. 5 UNITED INCOME, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION The accompanying financial statements have been prepared by United Income, Inc. (the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission. Although the Company believes the disclosures are adequate to make the information presented not be misleading, it is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto presented in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1995. The information furnished reflects, in the opinion of the Company, all adjustments (which include only normal and recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. Operating results for interim periods are not necessarily indicative of operating results to be expected for the year or of the Company's future financial condition. At June 30, 1996, the affiliates of United Income, Inc., were as depicted on the following organizational chart. 6 ORGANIZATIONAL CHART AS OF JUNE 30, 1996 United Trust, Inc. ("UTI") is the ultimate controlling company. UTI owns 53% of United Trust Group ("UTG") and 30% of United Income, Inc. ("UII"). UII owns 47% of UTG. UTG owns 72% of First Commonwealth Corporation ("FCC"). FCC owns 100% of Universal Guaranty Life Insurance Company ("UG"). UG owns 100% of United Security Assurance Company ("USA"). USA owns 84% of Appalachian Life Insurance Company ("APPL") and APPL owns 100% of Abraham Lincoln Insurance Company ("ABE"). 7 2. STOCK OPTION PLANS The Company has a stock option plan under which certain directors, officers and employees may be issued options to purchase up to 450,000 shares of common stock at $.915 per share. Options become exercisable at 25% annually beginning one year after date of grant and expire generally in five years. In November 1992, 149,100 option shares were granted. At June 30, 1996, options for 149,100 shares were exercisable and options for 300,900 shares were available for grant. No options have been exercised during 1996. On January 15, 1991, the Company adopted an additional Non- Qualified Stock Option Plan under which certain employees and sales personnel may be granted options. The plan provides for the granting of up to 600,000 options at an exercise price of $.033 per share, and the options generally expire five years from the date of grant. Options for 146,000 shares of common stock were granted in 1991, and options for 19,000 shares were granted in 1993. All options granted have been exercised. No options were exercised during 1996. At June 30, 1996, no options were exercisable and options for 435,000 were available for grant. 3. LEGAL PROCEEDINGS OF AFFILIATES During the third quarter of 1994, UG became aware that certain new insurance business was being solicited by certain agents and issued to individuals considered to be not insurable by Company standards. These policies had a face amount of $22,700,000 and represent 1/2 of 1% of the insurance in force. Management's analysis indicates that the expected death claims on the business in force to be adequately covered by the mortality assumptions inherent in the calculation of statutory reserves. Nevertheless, management has determined it is in the best interest of the Company to repurchase as many of the policies as possible. As of June 30, 1996, there remained approximately $5,700,000 of the original face amount which have not been settled. The Company will continue its efforts to repurchase as many of the policies as possible and regularly apprise the Ohio Department of Insurance regarding the status of this situation. Through June 30, 1996, the Company spent a total of $3,358,000 for the repurchase of these policies and for the defense of related litigation. The Company is currently involved in the following litigation: Freeman v. Universal Guaranty Life Insurance Company (U.S.D.C.,N.D.Ga, 1994, 1-94-CV-2593-RCF); Armstrong v. Universal Guaranty Life Insurance Company and James Melville (Circuit Court of Davidson county, Tenn., 1994, 94C3720); Ridings v. Universal Guaranty Life Insurance Company and James Melville (Circuit Court of Davidson County, Tenn., 1994, 94C3720); Ridings v. Universal Guaranty Life Insurance Company and James Melville (Circuit Court of Davidson County, Tenn., 1994, 94C3221). Four general agents of UG filed independent suits against UG in the latter part of September or early October 1994. Kathy Armstrong (3-94-1085), another general agent, filed her suit on November 16, 1994. All of the suits allege that the plaintiff was libeled by statements made in a letter sent by UG. The letter was sent to persons who had been issued life insurance policies by UG as the result of policy applications submitted by the five agents. Mr. Melville is a defendant in some of the suits because he signed the letter as president of UG. In addition to the defamation count, Mr. Freeman alleges that UG also breached a contract by failing to pay his commissions for policies issued. Mr. Freeman claims unpaid commissions of $65,000. In the libel claim, Mr. Freeman claims compensatory damages of over $5,000,000, punitive damages of over $3,000,000, costs, and litigation expenses. The other plaintiffs request the award of unspecified compensatory damages and punitive (or special) damages as well as costs and attorney's fees. UG has filed Answers to all of these suits asserting various defenses and, where appropriate, counterclaims. The Freeman suit went to trial in April 1996. The jury awarded Mr. Freeman $365,000 in general damages and $700,000 in punitive damages. In May 1996, UG filed an appeal. The Company believes the ultimate settlement of these lawsuits will not have a material impact on the financial statements and intends to defend these suits vigorously. 8 Jeffrey Ploskonka, Keith Bohn and Paul Phinney v. Universal Guaranty Life Insurance Company (Circuit Court of the Seventh Judicial Circuit Sangamon County, Illinois Case No.: 95-L-0213) On March 9, 1995 a lawsuit was filed against Universal Guaranty Life Insurance Company on behalf of three insureds and a potential class of other insureds. The Plaintiffs allege that UG violated the insurance contract in attempting to cancel life insurance contracts. Additionally, the Plaintiffs assert violations of Illinois law alleging vexations and unreasonable insurance practices, breach of duty of good faith and fair dealing, and that Illinois consumer fraud laws have been violated. The Plaintiffs seek unspecified compensatory damages, injunctive relief, attorneys' fees, statutory damages in an amount up to $25,000.00, punitive damages of $1,000,000.00, and other equitable relief. UG filed an Answer to this lawsuit in May 1995, asserting various defenses and reserving the right to assert counterclaims. UG has also filed motions to dismiss certain allegations and claims made in the lawsuit. UG believes it has no liability to any of the plaintiffs, or other potential class members, and intends to defend the lawsuit vigorously. In June 1995, the court conditionally certified a class of non-settling insureds. This suit is currently in the discovery stage, with a trial date set for late October. The Company and its subsidiaries are named as defendants in a number of legal actions arising primarily from claims made under insurance policies. Those actions have been considered in establishing the Company's liabilities. Management and its legal counsel are of the opinion that the settlement of those actions will not have a material adverse effect on the Company's financial position or results of operations. The number of insurance companies that are under regulatory supervision has increased, and that increase is expected to result in an increase in assessments by state guarantee funds to cover losses to policyholders of insolvent or rehabilitated companies. Those mandatory assessments may be partially recovered through a reduction in future premium taxes in some states. For all assessment notifications received, the Company has accrued for those assessments. 4. SUMMARIZED FINANCIAL INFORMATION OF UNITED TRUST GROUP, INC. The following provides summarized financial information for the Company's 50% or less owned affiliate: 9 The following procides summarized financial information for the Company's 47% owned affiliate: UNITED TRUST GROUP, INC. AND SUBSIDIARIES June 30, December 31, 1996 1995 ASSETS Total investments $ 243,133,923 $ 244,815,985 Cash and cash equivalents 16,057,523 12,024,668 Reinsurance receivables 50,496,761 53,115,987 Cost of insurance acquired 11,678,042 11,436,728 Value of agency force acquired 6,324,513 6,485,733 Other assets 27,663,043 27,556,921 Total assets $ 355,353,805 $ 355,436,022 LIABILITIES AND SHAREHOLDERS' EQUITY Policy liabilites $ 263,745,674 $ 261,796,945 Notes payable 20,360,332 21,463,328 Deferred income taxes 15,343,177 16,100,283 Other liabilities 5,044,229 5,478,001 Total liabilities 304,493,412 304,838,557 Minority interests in consolidated subsidiaries 13,986,474 13,881,640 SHAREHOLDERS' EQUITY Common stock no par value. authorized 10,000 shares - 100 shares issued 45,826,705 45,726,705 Unrealized depreciation of investments in stocks (117,442) (501) Accumulated deficit (8,835,344) (9,010,379) Total shareholders' equity 36,873,919 36,715,825 Total liabilities and shareholders' equity $ 355,353,805 $ 355,436,022 10 The following provides summarized financial information for the Company's 47% owned affiliate: UNITED TRUST GROUP, INC. AND SUBSIDIARIES Quarter Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 Premiums and other considerations $ 8,514,175 $ 9,507,694 $ 16,995,686 $ 18,211,026 Net investment income 3,930,487 3,849,212 7,904,894 7,706,774 Other (257,585) (790,515) (198,811) 34,068 12,187,077 12,566,391 24,701,769 25,951,868 Benefits, claims and settlement expenses 7,083,803 9,113,933 13,612,563 17,211,763 Commissions, DAC, cost of insurance acquired and agency force amortizations 2,298,549 2,860,032 4,866,470 5,311,062 Operating and interest expenses 3,072,535 2,742,174 6,689,195 6,191,236 12,454,887 14,716,139 25,168,228 28,714,061 Net income (loss) before income taxes and minority interest (267,810) (2,149,748) (466,459) (2,762,193) Credit for income taxes 182,695 375,087 794,885 1,105,930 Minority interest in (income)loss of consolidated subsidiaries (8,525) 469,062 (153,391) 446,272 Net income (loss) $ (93,640) $ (1,305,599) $ 175,035 $ (1,209,991) 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The purpose of this section is to discuss and analyze the Company's financial condition, changes in financial condition and results of operations which reflect the performance of the Company. The information in the financial statements and related notes should be read in conjunction with this section. At June 30, 1996 and December 31, 1995, the balance sheet reflects UII's 47% equity interest in United Trust Group, Inc. ("UTG"). The statements of operations and statements of cash flows presented include UII and UII's equity share of UTG. LIQUIDITY AND CAPITAL RESOURCES The Company's principal need for cash is the payment of operating expenses and interest on its convertible debentures. The Company currently has $300,000 in cash and cash equivalents. The Company holds two mortgage loans at June 30, 1996. Additionally, the Company holds notes receivable from affiliates of $864,000. There were no financing activities in the current or prior period presented. Further sources of capital resources will be dependent upon dividends received from UTG. The payment of cash dividends to shareholders by UTG is not legally restricted. At June 30, 1996, substantially all of consolidated shareholders' equity of UTG represents net assets of its subsidiaries. UTG has no daily operations of its own. Before consolidation of its subsidiaries, UTG holds approximately $10,040,000 in notes receivable and possesses liabilities of $10,040,000 in the form of notes payable. These notes contain identical terms. Additionally, UTG has an investment in subsidiaries of $37,000,000 and cash of $51,000. Management believes the financial position of UTG is sufficient to meet its future needs. The payment of cash dividends to shareholders by UII is not legally restricted. UG's dividend limitations are described below. Ohio domiciled insurance companies require five days prior notification to the insurance commissioner for the payment of an ordinary dividend. Ordinary dividends are defined as the greater of: a) prior year statutory earnings or b) 10% of statutory capital and surplus. For the year ended December 31, 1995, UG had a statutory gain from operations of $3,252,000. At December 31, 1995, UG statutory capital and surplus amounted to $7,274,000. Extraordinary dividends (amounts in excess of ordinary dividend limitations) require prior approval of the insurance commissioner and are not restricted to a specific calculation as to amount. Management believes that the overall sources of liquidity available to the Company will be sufficient to satisfy its financial obligations. RESULTS OF OPERATIONS YEAR-TO-DATE 1996 COMPARED TO 1995: (a) Revenues: The Company's primary source of revenues is derived from service fee income which is provided via a service agreement with USA. The service agreement between UII and USA is to provide USA with certain administrative services. The fees are based on a percentage of premium revenue of USA. The percentages are applied to both first year and renewal premiums at different rates. 12 Interest income from affiliates is from notes receivable from an affiliate. The notes, representing debt of FCC, carry interest at a rate of 1% over prime as published in the Wall Street Journal, payable quarterly. Principal is due upon maturity, with $700,000 due on May 8, 2006, and $150,000 due on June 1, 1999. Interest income is derived from two mortgage loans and from cash and cash equivalents. The mortgage loans are first position mortgage loans in good standing. (b) Expenses: The Company's source of expenses is derived from salaries, wages and employee benefits, professional fees and other operating expenses associated with the services to be provided by the Company pursuant to the service agreement between the Company and USA. Effective September 1, 1990, the Company entered into a sub- contract service agreement with United Trust, Inc. ("UTI") for certain administrative services. Through its facilities and personnel, UTI performs such services as may be mutually agreed upon between the parties. The fees are based on a percentage of the fees paid to UII by USA. The Company has incurred $848,000 and $921,000 in service fee expense in the first six months of 1996 and 1995, respectively. Interest expense of $43,000 and $44,000 was incurred in the first six months of 1996 and 1995, respectively. The interest expense is directly attributable to the convertible debentures. The Debentures bear interest at a variable rate equal to one percentage point above the prime rate published in the Wall Street Journal from time to time. (c) Equity in income or (loss) of Investees: Equity in income or (loss) of investees represents UII's 47% share of net income or (loss) of UTG for the first six months of 1996 and 1995. Following is a discussion of the more significant operating result differences of UTG for the first six months 1996 compared to 1995. Premium income, net of reinsurance premium, decreased 8% when comparing the first six months of 1996 to the same period one year ago. The decrease is primarily attributed to the reduction in new business production and the change in products marketed. In 1995, the Company has streamlined the product portfolio, as well as restructured the marketing force. The decrease in first year premium production is directly related to the Company's change in distribution systems. The Company has changed its focus from primarily a broker agency distribution system to a captive agent system. Business written by the broker agency force in recent years did not meet Company expectations. With the change in focus of distribution systems, most of the broker agents were terminated. The change in marketing strategy from traditional life insurance products to universal life insurance products had a significant impact on new business production. As a result of the change in marketing strategy the agency force went through a restructure and retraining process. Cash collected from the universal life and interest sensitive products contribute only the risk charge to premium income; however, traditional insurance products contribute all monies received to premium income. One factor that has had a positive impact on premium income is the improvement of persistency. Persistency is a measure of insurance in force retained in relation to the previous year. 13 Other considerations, net of reinsurance, increased 10% compared to one year ago. Other considerations consists of administrative charges on universal life and interest sensitive life insurance products. The insurance in force relating to these types of products continues to increase as marketing efforts are focusedon universal life insurance products. Life benefits, net of reinsurance benefits and claims, decreased 24% when comparing the first six months of 1996 to the sameperiod one year ago. The decrease is primarily due to the decrease in mortality. Mortality decreased approximately $1,100,000 in the first six months of 1996 when compared to 1995. The decrease can also be attributed to the decrease in first year premium production. Another factor that has caused life benefitsto decrease is that during 1994, the Company lowered itscrediting rates on interest sensitive products in response to financial market conditions. This action will facilitate the appropriate spreads between investment returns and credited interest rates. It takes approximately one year to fully realize a change in credited rates since a change becomes effective on each policy's next anniversary. Please refer to discussion of net investmentincome for analysis of interest spreads. (d) Net income: The Company recorded net income of $286,000 for the first six months of 1996 compared to a net loss of ($393,000) for the same period one year ago. Net income is attributed primarily tothe operating results of the Company's 47% equity interest in UTG. SECOND QUARTER 1996 COMPARED TO 1995: (a) Revenues: The Company's source of revenues is derived from service feeincome which is provided via a service agreement with USA. Theservice agreement between UII and USA is to provide USA with certain administrative services. The fees are based on a percentage of premium revenue of USA. The percentages are applied to both first year and renewal premiums at different rates. Interest income from affiliates is from notes receivable from an affiliate. The notes, representing debt of FCC, were acquiredfrom outside third parties in December 1993, and carry interest at a rate of 1% above prime. The Company received an additional note receivable for $150,000 during first quarter 1996 with thesame affiliate. Interest is calculated at a rate of 1% above prime and is received quarterly. Net investment income is derived from two mortgage loans andfrom cash and cash equivalents. The mortgage loans are firstposition mortgage loans in good standing. (b) Expenses: The Company's source of expenses is derived from salaries, wages and employee benefits, professional fees and other operating expenses associated with the services to be provided by theCompany pursuant to the service agreement between the Company and USA. Effective September 1, 1990, the Company entered into a sub- contract service agreement with United Trust, Inc. ("UTI") for certain administrative services. Through its facilities and personnel, UTI performs such services as may be mutually agreed upon between the parties. The fees are based on a percentageof the fees paid to UII by USA. The Company has incurred $426,000and $484,000 in service fee expense to UTI in the second quarter of 1996 and 1995, respectively. 14 Interest expense of $21,000 and $23,000 was incurred in the second quarter of 1996 and 1995, respectively. The interest expense is directly attributable to the convertible debentures. The Debentures bear interest at a variable rate equal to onepercentage point above the prime rate published in the Wall Street Journal from time to time. (c) Equity in income or (loss) of Investees: Equity in income or (loss) of investees represents UII's 47% share of net income or (loss) of UTG for the second quarter of 1996 and 1995. Following is a discussion of the more significant operating result differences of UTG for second quarter 1996 compared to1995. Premium income, net of reinsurance premium, decreased 4% when comparing second quarter of 1996 to second quarter of 1995. The decrease is primarily attributed to the reduction in newbusiness production and the change in products marketed. In 1995, the Company streamlined the product portfolio, as well as restructured the marketing force. The decrease in first year premiumproduction is directly related to the Company's change in distribution systems. The Company has changed its focus from primarily abroker agency distribution system to a captive agent system. Business written by the broker agency force in recent years did not meet Company expectations. With the change in focus of distribution systems, most of the broker agents were terminated. The change in marketing strategy from traditional life insurance products to universal life insurance products had a significant impact on new business production. As a result of the change in marketing strategy the agency force went through a restructureand retraining process. Cash collected from the universal lifeand interest sensitive products contribute only the risk charge to premium income; however, traditional insurance productscontribute all monies received to premium income. One factor that has had a positive impact on premium income is the improvement of persistency. Persistency is a measure of insurance in force retained in relation to the previous year. Other considerations, net of reinsurance, increased 7% compared to one year ago. Other considerations consists of administrative charges on universal life and interest sensitive life insurance products. The insurance in force relating to these types of products continues to increase as marketing efforts are focusedon universal life insurance products. Life benefits, net of reinsurance benefits and claims, decreased 25% when comparing second quarter of 1996 to the same periodone year ago. The decrease is primarily due to the decrease in mortality. Mortality decreased approximately $781,000 in the second quarter of 1996 when compared to the second quarter of 1995. The decrease can also be attributed to the decrease in firstyear premium production. Another factor that has caused lifebenefits to decrease is that during 1994, the Company lowered its crediting rates on interest sensitive products in response to financial market conditions. This action will facilitate the appropriate spreads between investment returns and credited interest rates. It takes approximately one year to fully realize a change in credited rates since a change becomes effective on each policy's next anniversary. Please refer to discussion of net investment income for analysis of interest spreads. (d) Net income: The Company recorded net income of $51,000 for second quarterof 1996 compared to a net loss of ($531,000) for the same periodone year ago. Net income is attributed primarily to theoperating results of the Company's 47% equity interest in UTG. 15 FINANCIAL CONDITION The Company owns 47% equity interest in UTG which controlstotal assets of approximately $355,000,000. Summarized financial information of UTG are shown in note 4 of this filing. FUTURE OUTLOOK Factors expected to influence life insurance industry growth include: 1) competitive pressure among the large number of existing firms; 2) competition from financial service companies, as they seek to expand into insurance products; 3) customers' changing needs for new types of insurance products; 4) customers' lack of confidence in the entire industry as a result of the recent highly visible failures; and 5) uncertainty concerning the future regulation of the industry. Growth in demand for insurance products will depend on demographic variables such as income growth, wealth accumulation, populations and workforce changes. 16 PART II. OTHER INFORMATION Omitted as the required information is inapplicable. 17 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. UNITED INCOME, INC. (Registrant) Date August 9, 1996 By /s/ Thomas F. Morrow Thomas F. Morrow, Chief Operating Officer and Vice Chairman Date August 9, 1996 By /s/ James E. Melville James E. Melville, Chief Financial Officer and Senior Executive Vice President 18 <PAGE.