SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 Commission File Number 0-9934 -------------- ------ Health Insurance Of Vermont, Inc. (Exact Name of Small Business Issuer as Specified in its Charter) Vermont 03-0211497 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Roosevelt Highway, Colchester, Vermont 05446 (Address of principal executive office) (Zip Code) Issuer's telephone number, including area code 802/655-5500 Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act past 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 [ ]. APPLICABLE ONLY TO CORPORATE ISSUERS As of April 30, 1996, there were 549,095 shares outstanding of the issuer's $3.00 par value common stock. PART 1 - FINANCIAL INFORMATION BALANCE SHEETS March 31 December 31 ASSETS 1996 1995 - ------ ------------ ------------ Investments: Fixed maturities: Bonds, available-for-sale $ 13,164,532 $ 12,385,547 Short-term investments: Certificates of deposit 200,000 290,000 ------------ ------------ Total Investments 13,364,532 12,675,547 Cash 577,596 1,072,807 Accrued investment income 257,057 244,743 Other assets 79,390 109,638 Intangible asset - pension 53,151 53,151 Reinsurance recoverable on paid losses 13,907 25,576 Prepaid reinsurance premium 93,487 96,409 Reinsurance receivables 1,432,368 1,685,495 Deferred policy acquisition costs 4,069,640 4,013,804 Cash surrender value of life insurance 548,915 540,386 Property and equipment, at cost: Land and office building 602,464 602,464 Office equipment and furniture 447,814 447,814 Less accumulated depreciation (449,576) (430,030) ------------ ------------ Net property and equipment 600,702 620,248 ------------ ------------ Total Assets $ 21,090,745 $ 21,137,804 ============ ============ LIABILITIES - ----------- Policy liabilities: Future accident and health policy benefits and claims $ 10,624,447 $ 10,820,386 Unearned premiums 472,954 480,311 Other policy claims and benefits 552,199 444,522 Other policyholders' funds 62,204 36,741 Additional liability - pension 95,135 95,135 Other liabilities 392,440 327,460 Federal income taxes payable 29,514 7,778 Deferred federal income taxes 176,719 205,491 ------------ ------------ Total Liabilities 12,405,612 12,417,824 ------------ ------------ STOCKHOLDERS' EQUITY - -------------------- Common stock, $3.00 par value, 1,000,000 shares authorized; 549,095 shares issued and outstanding 1,647,285 1,647,285 Additional paid-in capital 1,193,642 1,193,642 Pension liability adjustment (35,724) (35,724) Net unrealized gains on debt securities 128,828 282,893 Retained earnings, unappropriated 5,751,102 5,631,884 ------------ ------------ Total Stockholders' Equity 8,685,133 8,719,980 ------------ ------------ Total Liabilities and Stockholders' Equity $ 21,090,745 $ 21,137,804 ============ ============ STATEMENTS OF INCOME THREE MONTHS ENDED MARCH 31 ------------------------- 1996 1995 ----------- ---------- Revenues: Premiums $ 1,554,709 $1,497,994 Net investment income 225,485 188,612 ----------- ---------- Total Income 1,780,194 1,686,606 ----------- ---------- Benefits, Losses and Expenses: Benefits, claims, losses and settlement expenses 740,024 790,895 Underwriting, acquisition and insurance expenses 904,063 865,584 ----------- ---------- Total Benefits, Losses and Expenses 1,644,087 1,656,479 ----------- ---------- Income Before Income Tax Expense 136,107 30,127 ----------- ---------- Income Tax Expense: Current 29,736 -- Deferred (6,598) 5,122 ----------- ---------- Total Income Tax Expense 23,138 5,122 ----------- ---------- Net Income $ 112,969 $ 25,005 =========== ========== Earnings Per Share $ .21 $ .05 =========== ========== Shares Used To Calculate Earnings Per Share 549,095 524,650 =========== ========== Earnings Per Share (Fully Diluted) $ .21 $ .05 =========== ========== Shares Used To Calculate Earnings Per Share (Fully Diluted) 549,095 531,793 =========== ========== Dividends Per Share NONE NONE The above financial information, in the opinion of management reflects all adjustments necessary to a fair statement, and has been prepared in accordance with generally accepted accounting principals. STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31 -------------------------- 1996 1995 ----------- ----------- Cash flow from operations: Net income $ 112,969 $ 25,005 Adjustments to reconcile net income to net cash provided by operating activities: Policy acquisition costs deferred (231,344) (256,295) Amortization of deferred acquisition costs 175,508 130,551 Increase (decrease) in deferred federal income taxes (6,598) 5,122 Depreciation of property and equipment 19,545 21,594 Accretion of fixed maturities (4,880) (11,225) Changes in operating assets and liabilities: Increase (decrease) in federal income taxes payable 29,514 (3,803) Ddecrease in policy liabilities (95,619) (43,364) Decrease in reinsurance receivables 253,127 242,698 (Increase) decrease in accrued investment income (12,314) 1,454 Decrease in other assets 34,774 14,671 (Increase) decrease in reinsurance recoverable 11,669 (18,896) Increase in other liabilities 71,230 106,526 ----------- ----------- Total provided by operations 357,581 214,038 ----------- ----------- Cash flow from investing activities: Sources: Proceeds from matured fixed maturities 590,000 1,000,000 Principal payments on bonds 36,055 25,660 Uses: Purchase of fixed maturities (1,495,781) (1,095,781) Purchase of other investments (8,529) (8,968) Purchase of furniture and equipment 0 (7,727) ----------- ----------- Total used by investing activities (878,255) (86,816) ----------- ----------- Cash flow from financing activities: Sources: Increase in premium deposit funds 17,423 18,964 Other 8,040 39,021 ----------- ----------- Total provided by financing actives 25,463 57,985 ----------- ----------- Net increase (decrease) in cash and cash equivalents (495,211) 185,207 Cash and cash equivalents at beginning of period 1,072,807 248,455 ----------- ----------- Cash and cash equivalents at end of period $ 577,596 $ 433,662 =========== =========== Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition The Company is engaged in the accident and health insurance business, which, by its nature, has historically provided substantial cash flow. Cash flow provided by operations, as shown by the Statement of Cash Flows, was approximately 20% of total income for the three month period ended March 31, 1996. For the same period in the prior year, cash flow was approximately 13% of total income. Management believes the 20% figure is more indicative of the Company's historic performance and cash flow from operations is expected to remain in this range in the near future. The Company utilizes its excess cash flow for investing purposes and at March 31, 1996 approximately 69%, or $14,491,000, of its assets were readily convertible into cash. This compares to approximately 68% at December 31 ,1995. There has been no material change in the Company's asset mix or in the makeup of its liabilities. The Company does not have any material commitment for capital expenditures at this time. Results of Operations The three month period ending March 31, 1996, saw a decrease in annualized premiums in force of approximately $67,000 to approximately $6,640,000, compared to an increase of approximately $153,000 for the three month period ending March 31, 1995. In spite of the decrease in annualized premium in force, the momentum built in the past by the Company's ability to consistently increase the volume of business it conducts allowed for an increase in total income of approximately $94,000 for the three month period ending March 31, 1996. This compares to an increase of approximately $164,000 for the same period prior year. As shown by the statements of income, total benefits, losses and expenses showed a slight decrease for the three month period under review, from approximately $1,656,000 at March 31, 1995, to approximately $1,644,000 at March 31, 1996. This decrease combined with the increase in total income resulted in an increase in income before income taxes of approximately $106,000 over the same period prior year. On March 15, 1996, the Company and Penn Treaty American Corporation of Allentown, Pennsylvania, executed an Agreement and Plan of Merger. The completion of the transaction is subject to a number of conditions, including the approval of the transaction by HIVT shareholders, as well as appropriate regulatory authorities. The merger would give Health Insurance of Vermont access to Penn Treaty's agency force, allowing HIVT to attain premium growth. This potential and the Company's performance during the period under review strengthen Management's optimism for the future. PART II. OTHER INFORMATION Item 1. Legal Proceedings. The Company is not aware of any material pending legal proceedings. Item 2. Changes in Securities. The Company has not made any changes which would modify the rights of the holders of its registered securities. Item 3. Defaults Upon Senior Securities. The Company is not in default in the payment of any principal or dividends. Item 4. Submission of Matters to a vote of Security Holders. There have been no matters submitted to a vote of security holders. Item 5. Other Information. There is no other information to report. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. No exhibits are included herein. (b) Reports on Form 8-K. No filings have been made on Form 8-K during the quarter ended March 31, 1996. Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HEALTH INSURANCE OF VERMONT, INC. May 8, 1996 /s/ John W. Mahoney ---------------------------------- John W. Mahoney, President May 8, 1996 /s/ David W. Lesperance ---------------------------------- David W. Lesperance, Treasurer