1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
From the transition period from ____________ to ____________
Commission File Number 0-14320
UNITED INSURANCE COMPANIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2044750
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4001 McEwen, Suite 200, Dallas, Texas 75244
- --------------------------------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (214) 960-8497
-----------------------------
Not Applicable
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Former name, former address and former fiscal year,
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. Common Stock, $.01
Par Value--38,057,000 shares as of September 30, 1995.
2
INDEX
UNITED INSURANCE COMPANIES, INC. AND SUBSIDIARIES
Page
----
PART I. FINANCIAL INFORMATION
- ----------------------------------
Consolidated condensed balance sheets-September 30, 1995 and
December 31, 1994 3
Consolidated condensed statements of income-Three months ended
September 30, 1995 and 1994 and the nine months ended September 30, 1995 and 1994 4
Consolidated condensed statements of cash flows-Nine months ended
September 30, 1995 and 1994 5
Notes to consolidated condensed financial statements-September 30, 1995 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
PART II. OTHER INFORMATION
- -------- -----------------
Item 6. Exhibits and Reports on Form 8-K 9
--------------------------------
SIGNATURES 10
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2
3
UNITED INSURANCE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands, except share amounts)
September 30, December 31,
1995 1994
(Unaudited) (Note)
----------- ------------
ASSETS
Investments:
Securities available for sale--
Fixed maturities, at fair value
(cost: 1995--$673,443; 1994--$591,480) . . . . . . . . . . . $ 675,918 $ 562,983
Equity securities, at fair value
(cost: 1995--$4,352; 1994--$4,179) . . . . . . . . . . . . . 4,560 4,146
Guaranteed student loans . . . . . . . . . . . . . . . . . . . . . . 11,990 20,137
Mortgage and collateral loans . . . . . . . . . . . . . . . . . . . . 14,072 9,152
Policy loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,267 25,021
Credit card loans . . . . . . . . . . . . . . . . . . . . . . . . . . 65,897 51,770
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . 99,252 161,949
------------- -------------
Total investments . . . . . . . . . . . . . . . . . . . . . . . 895,956 835,158
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,305 7,709
Agents' receivables . . . . . . . . . . . . . . . . . . . . . . . . . . 4,008 3,747
Reinsurance receivables . . . . . . . . . . . . . . . . . . . . . . . . 65,099 83,656
Federal income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 5,773 14,739
Due premiums and other receivables . . . . . . . . . . . . . . . . . . . 14,171 8,691
Investment income due and accrued . . . . . . . . . . . . . . . . . . . 8,316 8,612
Deferred acquisition costs . . . . . . . . . . . . . . . . . . . . . . . 54,894 56,802
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,192 3,307
Furniture and equipment, net . . . . . . . . . . . . . . . . . . . . . . 10,719 6,220
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,897 2,622
------------- -------------
$ 1,069,330 $ 1,031,263
============= =============
LIABILITIES
Policy liabilities:
Future policy and contract benefits . . . . . . . . . . . . . . . . . $ 532,810 $ 560,232
Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,199 143,188
Unearned premiums . . . . . . . . . . . . . . . . . . . . . . . . . . 58,434 61,740
Other policy liabilities . . . . . . . . . . . . . . . . . . . . . . 13,333 13,516
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,909 15,566
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,900 20,100
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,655 36,055
------------- -------------
827,240 850,397
MINORITY INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,518 9,943
STOCKHOLDERS' EQUITY
Common stock, par value $.01 per share . . . . . . . . . . . . . . . . . 381 94
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . 50,596 50,723
Net unrealized investment gains (losses) . . . . . . . . . . . . . . . . 1,675 (18,102)
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . 175,920 138,208
------------- -------------
228,572 170,923
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$ 1,069,330 $ 1,031,263
============= =============
NOTE: The balance sheet as of December 31, 1994 has been derived from the
audited financial statements at that date.
See notes to consolidated condensed financial statements.
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UNITED INSURANCE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
---- ---- ---- ----
REVENUES
Premiums:
Accident and health . . . . . . . . . . . . . . . . . . . $ 113,523 $ 100,998 $ 348,939 $ 301,511
Life . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,270 10,583 28,460 28,798
Net investment income . . . . . . . . . . . . . . . . . . . 15,611 12,738 48,548 33,208
Fees and other income . . . . . . . . . . . . . . . . . . . 20,269 9,187 36,414 22,477
Gains (losses) on sale of investments . . . . . . . . . . . (1,242) (28) 1,202 (5,412)
---------- ----------- ----------- ----------
158,431 133,478 463,563 380,582
---------- ----------- ----------- ----------
BENEFITS AND EXPENSES
Benefits, claims, and settlement expenses . . . . . . . . . 73,067 67,828 232,580 200,615
Underwriting, acquisition, and insurance expenses . . . . . 63,478 49,420 167,153 138,686
Interest expense . . . . . . . . . . . . . . . . . . . . . . 820 621 2,774 1,285
---------- ----------- ----------- ----------
137,365 117,869 402,507 340,586
---------- ----------- ----------- ----------
INCOME BEFORE FEDERAL INCOME TAXES
AND MINORITY INTERESTS . . . . . . . . . . . . . . . . . . 21,066 15,609 61,056 39,996
Federal income taxes . . . . . . . . . . . . . . . . . . . . . 7,197 5,157 19,848 12,962
---------- ----------- ----------- ----------
INCOME BEFORE MINORITY INTERESTS . . . . . . . . . . . . . 13,869 10,452 41,208 27,034
Minority interests . . . . . . . . . . . . . . . . . . . . . . 1,326 334 2,728 1,034
---------- ----------- ----------- ----------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . $ 12,543 $ 10,118 $ 38,480 $ 26,000
========== =========== =========== ==========
NET INCOME PER SHARE (Note B) . . . . . . . . . . . . . $ 0.33 $ 0.27 $ 1.02 $ 0.69
======= ======= ======== =======
See notes to consolidated condensed financial statements.
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UNITED INSURANCE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
Nine Months Ended September 30
1995 1994
---- ----
OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,480 $ 26,000
Adjustments to reconcile net income to
cash provided by operating activities:
Increase (decrease) in policy liabilities . . . . . . . . . . . . . . . . . (13,300) 15,215
Increase in other liabilities . . . . . . . . . . . . . . . . . . . . . . . 5,511 87
Increase in federal income taxes receivable . . . . . . . . . . . . . . . . (1,122) (4,064)
Decrease in deferred acquisition costs . . . . . . . . . . . . . . . . . . 1,908 952
Decrease (increase) in accrued investment income
and reinsurance and other receivables . . . . . . . . . . . . . . . . . 15,295 (6,483)
Net income attributable to minority interests . . . . . . . . . . . . . . . 2,728 1,034
(Gains) losses on sale of investments . . . . . . . . . . . . . . . . . . . (1,202) 5,412
Other items, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (172) (2,138)
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Cash Provided by Operations . . . . . . . . . . . . . . . . . . . . . . 48,126 36,015
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INVESTING ACTIVITIES
Increase in investments . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,725) (12,272)
Decrease in agents' receivables . . . . . . . . . . . . . . . . . . . . . . . 1,523 4,077
Purchase of subsidiary and annuity business,
net of cash acquired of $3,337 in 1994 . . . . . . . . . . . . . . . . . . . (6,000) (10,754)
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Cash Used by Investing Activities . . . . . . . . . . . . . . . . . . . (19,202) (18,949)
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FINANCING ACTIVITIES
Deposits from investment products . . . . . . . . . . . . . . . . . . . . . . 9,157 10,735
Withdrawals from investment products . . . . . . . . . . . . . . . . . . . . . (20,801) (32,412)
Proceeds from notes payable . . . . . . . . . . . . . . . . . . . . . . . . . 10,000 31,155
Repayment of notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . (29,600) (23,000)
Proceeds from payable to related party . . . . . . . . . . . . . . . . . . . . -- 500
Repayment of payable to related party . . . . . . . . . . . . . . . . . . . . (200) (1,500)
Proceeds from exercise of warrants . . . . . . . . . . . . . . . . . . . . . . 178 178
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . 6 26
Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . (26) (117)
Capital distributions to minority interests . . . . . . . . . . . . . . . . . (1,042) --
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Cash Used in Financing Activities . . . . . . . . . . . . . . . . . . . (32,328) (14,435)
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INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,404) 2,631
CASH AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,709 4,000
---------- ----------
CASH AT END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,305 $ 6,631
========== ==========
See notes to consolidated condensed financial statements.
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6
UNITED INSURANCE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 1995
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements for
United Insurance Companies, Inc. and its subsidiaries (the Company) have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 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. Certain amounts in the 1994 financial
statements have been reclassified to conform with the 1995 interim financial
statement presentation. Operating results for the nine-month period ended
September 30, 1995 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1995. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1994.
NOTE B--STOCKHOLDERS' EQUITY
At the Annual Meeting of Shareholders on May 8, 1995, approval for an increase
in authorized shares from 10,000,000 shares to 40,000,000 shares was obtained
and the Board of Directors of the Company declared a four-for-one stock split,
in the form of a three hundred percent stock dividend. Each shareholder
received three additional shares of the Company's stock for each share of the
Company's stock they currently owned. The four-for-one split was distributed
on June 1, 1995 to shareholders of record at the close of business on May 22,
1995. The par value of the new shares issued totaled $281,000 and this amount
was transferred from additional paid-in capital to the common stock account.
All share and per share amounts have been restated for 1994 to reflect the
stock split.
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PART I. FINANCIAL INFORMATION
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
United Insurance Companies, Inc. and its subsidiaries (the "Company") reported
net income of $0.33 per share for the three months ended September 30, 1995
compared to net income of $0.27 per share for the comparable period in 1994.
Included in the net income for the three months ended September 30, 1995 were
losses on the sale of investments of $0.02 per share. Net income per share for
the three months ended September 30, 1994 did not include any gains or losses
on the sale of investments. Net income for the nine months ended September 30,
1995 was $1.02 per share compared to $0.69 per share for the comparable period
in 1994. Included in the net income for the nine months ended September 30,
1995 were gains on the sale of investments of $0.02 per share compared to
losses on the sale of investments of $0.09 per share in 1994.
During the third quarter of 1995, the Company acquired 100% of the outstanding
common stock of WinterBrook Holdings, Inc. (WinterBrook) from W. Brian
Harrigan, the Company's President and Chief Executive Officer. WinterBrook
holds a majority interest in seven companies specializing in managed care,
large group employee benefits, and niche insurance product underwriting
services. The acquisition was financed by issuing 440,000 shares of the
Company's common stock. For the nine month period ended September 30, 1995,
the revenues for WinterBrook were $3,668,000. For financial reporting
purposes, this acquisition was accounted for using the pooling interests method
of accounting, and as a result the assets and liabilities of WinterBrook were
combined at their recorded amounts. The results of operations for WinterBrook
were included in the Company's consolidated statement of income from the
beginning of the year.
Also, in July of 1995 the Company acquired a 75% interest in IPN Network, L.P.
(IPN) for a purchase price of $6,000,000. The acquisition of IPN was funded
with existing cash. IPN is a company that provides consolidated business
office and electronic clearinghouse services to hospitals and other healthcare
facilities. Since the date of acquisition, the total revenue included in the
Company's consolidated statement of income for IPN was $4,400,000. For
financial reporting purposes, this acquisition was accounted for using the
purchase method of accounting, and as a result, the assets and liabilities
acquired were recorded at fair value on the date acquired. The consolidated
statement of income for the nine month period ended September 30, 1995 includes
the results of operations of IPN from the date acquired.
Reinsurance receivables decreased from $83,656,000 at December 31, 1994 to
$65,099,000 at September 30, 1995. In 1994, the Company assumed a block of
life and annuity policies from Investment Life Insurance Company of America
(ILA), which was in rehabilitation. In conjunction with the 1994 assumption,
all of the policy liabilities assumed from ILA were ceded to an unrelated
reinsurer. These policies were subject to a moratorium on withdrawals and
surrenders at the time of purchase. A significant portion of the decrease in
the reinsurance receivables relates to the surrenders and withdrawals on these
policies, which were made in 1995 after the expiration of the moratorium
period. There was a corresponding decrease in future policy and contract
benefits.
The Company's furniture and equipment increased from $6,220,000 at December 31,
1994 to $10,719,000 at September 30, 1995, an increase of $4,499,000, as a
result of the companies acquired during the third quarter of 1995.
During the third quarter of 1995, the Company repaid its revolving credit note
with AEGON of $9,600,000 bearing interest at prime plus 0.875%. To pay off the
revolving credit note, the Company borrowed $8,900,000 on an unsecured loan
from the Chairman of the Board of the Company. The unsecured loan bears
interest at prime and is due on demand.
7
8
Operating income before gains (losses) on sale of investments, federal income
taxes and minority interests increased 43% and 32% for the three and nine month
periods ended September 30, 1995, respectively, in comparison to the comparable
periods in 1994.
Accident and health premiums increased 12% and 16% for the three and nine month
periods ended September 30, 1995, respectively, in comparison to the comparable
periods in 1994. The increase in the accident and health premiums was the
result of an assumption of a block of policies effective January 1, 1995 and an
increase in the sale of new business in the association group and student
markets. A portion of the increase in the association group market relates to
outstanding coinsurance agreements which were amended whereby the Company's
share of both the in force and new health business sold by United Group
Association increased from 52.5% to 55% effective January 1, 1995. The
Company's share will increase to 57.5% effective January 1, 1996 and to 60%
effective January 1, 1997.
Life premiums were comparable for the three and nine month periods ended
September 30, 1995 to the comparable period in 1994.
Net investment income increased from $12,738,000 for the three month period
ended September 30, 1994 to $15,611,000 for the comparable period in 1995. Net
investment income for the nine month period ended September 30, 1995 increased
to $48,548,000 from $33,208,000 for the comparable period in 1994. The
increase in net investment income was directly related to the increase in
invested assets and an increase in the yield. The increase in the yield was
the result of a general increase in market investment yields and the reduction
of the short term investment balances.
The Company recognized gains on sale of investments of $1,202,000 for the nine
month period ended September 30, 1995 compared to losses of $5,412,000 for the
same period in 1994. The amount of realized gains or losses on the sale of
investments is a function of interest rates and market trends. Gains are more
likely during periods of decreasing interest rates, as occurred during the nine
month period ended September 30, 1995. Losses are more likely during periods
of increasing interest rates, as occurred during the nine month period ended
September 30, 1994. In addition, due to decreasing interest rates in 1995, the
net unrealized investment gains on securities classified as "available for
sale", reported as a separate component of stockholders' equity and net of
applicable income taxes and minority interests, was $1,675,000 at September 30,
1995 compared to net unrealized investment losses of $18,102,000 at December
31, 1994.
Fees and other income increased from $9,187,000 for the three month period
ended September 30, 1994 to $20,269,000 for the comparable period in 1995.
Fees and other income for the nine month period ended September 30, 1995
increased to $36,414,000 from $22,477,000 for the comparable period in 1994.
The increase in fees and other income is related to the companies acquired in
the third quarter of 1995 and an increase in revenues earned from the credit
card division.
Benefits, claims and settlement expenses, as a percentage of premiums,
decreased from 61% for the three month period ended September 30, 1994 to 59%
for the comparable period in 1995. The decrease was due to the slightly lower
loss ratios experienced on the association group accident and health business.
Benefits, claims and settlement expenses, as a percentage of premiums,
increased slightly from 61% for the nine month period ended September 30, 1994
to 62% for the comparable period in 1995. The increase was due to a higher
loss ratio on the accident and health block assumed during the first quarter of
1995 which was a mature block of business which has a higher loss ratio and
lower commission rate.
Insurance and general expenses, as a percentage of premiums, fees and other
income, increased from 41% and 39% for the three and nine month periods ended
September 30, 1994, respectively, to 44% and 40% for the comparable three and
nine month periods ended September 30, 1995. The increase relates to the
general expenses of the companies acquired during the third quarter of 1995.
8
9
Subsequent to the end of the third quarter of 1995, the Company acquired a 51%
interest in Insurdata, Incorporated (Insurdata) for a purchase price of
$15,052,000 and an 80% interest in Insurnational Insurance Administrators, Inc.
(Insurnational) for a purchase price of $2,400,000. The acquisition of
Insurdata was funded with existing cash of approximately $5,022,000 and the
issuance of promissory notes to the previous shareholders totalling
approximately $10,030,000 due in January 1996. Insurdata is a health claims
systems and software development company. The acquisition of Insurnational was
funded with existing cash of approximately $439,000 and the issuance of
promissory notes to the previous shareholders totalling approximately
$1,961,000 due in January 1996. Insurnational is a third party benefits
administrator. For financial reporting purposes, these acquisitions will be
accounted for using the purchase method of accounting. Therefore, the
acquisitions of Insurdata and Insurnational have not been included in the
Company's consolidated balance sheet or consolidated statement of income for
the nine months ended September 30, 1995. The total combined revenues for
Insurdata and Insurnational for the nine month period ended September 30, 1995
were approximately $10,100,000.
9
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PART II. OTHER INFORMATION
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K NUMBER
------
(a) Exhibits.
Exhibit 11 - Statement Re: Computation of per share earnings. 12
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the period.
10
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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 INSURANCE COMPANIES, INC.
(Registrant)
Date: /s/ W. Brian Harrigan
------------------------------ -----------------------------------
W. Brian Harrigan, President
Date: /s/ Vernon R. Woelke
------------------------------ -----------------------------------
Vernon R. Woelke, Treasurer
(Chief Financial Officer)
11
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
- ------ ------------------- ----
11 Statement Re: Computation of per share earnings
27 Financial Data Schedule