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 March 31, 1997
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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
UICI
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(Exact name of registrant as specified in its charter)
Delaware 75-2044750
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4001 McEwen, Suite 200, Dallas, Texas 75244
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (972) 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--45,130,859 shares as of March 31, 1997.
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INDEX
UICI AND SUBSIDIARIES
Page
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PART I. FINANCIAL INFORMATION
Consolidated condensed balance sheets-March 31, 1997 and December 31,
1996 3
Consolidated condensed statements of income-Three months ended March 31,
1997 and 1996 4
Consolidated condensed statements of cash flows-Three months ended March
31, 1997 and 1996 5
Notes to consolidated condensed financial statements-March 31, 1997 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 7
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
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UICI AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands, except share amounts)
March 31, December 31,
1997 1996
(Unaudited) (Note)
----------- -----------
ASSETS
Investments:
Securities available for sale--
Fixed maturities, at fair value
(cost: 1997--$681,062; 1996--$761,168) ........... $ 672,407 $ 762,927
Equity securities, at fair value
(cost: 1997--$15,856; 1996--$13,553) ............. 16,600 15,106
Trading--
Fixed maturities, at fair value (cost: 1997--$112,362;
1996--$0) ........................................ 108,883 --
Guaranteed student loans ................................. 7,082 18,042
Mortgage and collateral loans ............................ 30,085 15,282
Policy loans ............................................. 22,544 22,689
Credit card loans ........................................ 25,311 22,489
Real estate investments .................................. 28,330 30,822
Short-term investments ................................... 152,775 195,536
----------- -----------
Total investments .................................. 1,064,017 1,082,893
Cash ....................................................... 18,270 15,420
Agents' receivables ........................................ 23,124 6,740
Reinsurance receivables .................................... 71,047 68,438
Due premiums and other receivables ......................... 27,498 25,149
Investment income due and accrued .......................... 12,566 12,735
Deferred acquisition costs ................................. 61,414 59,955
Goodwill ................................................... 33,782 17,126
Property and equipment, net ................................ 31,101 26,061
Other ...................................................... 7,039 6,471
----------- -----------
$ 1,349,858 $ 1,320,988
=========== ===========
LIABILITIES
Policy liabilities:
Future policy and contract benefits ...................... $ 509,487 $ 512,670
Claims ................................................... 209,629 201,276
Unearned premiums ........................................ 85,999 79,378
Other policy liabilities ................................. 14,412 14,000
Other liabilities .......................................... 40,232 32,214
Federal income taxes ....................................... 7,062 4,705
Short-term debt ............................................ 82 1,032
Long-term debt ............................................. 29,793 29,911
----------- -----------
896,696 875,186
MINORITY INTERESTS ............................................ 7,433 12,884
STOCKHOLDERS' EQUITY
Common stock, par value $0 01 per share .................... 451 451
Additional paid-in capital ................................. 165,507 165,668
Net unrealized investment gains (losses) ................... (5,167) 2,153
Retained earnings .......................................... 284,938 264,646
----------- -----------
445,729 432,918
----------- -----------
$ 1,349,858 $ 1,320,988
=========== ===========
NOTE: The balance sheet as of December 31, 1996 has been derived from the
audited financial statements at that date.
See notes to consolidated condensed financial statements.
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UICI AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share amounts)
Three Months Ended
March 31,
1997 1996
-------- --------
REVENUES
Health premiums ................................. $137,036 $121,671
Life premiums and other considerations .......... 11,667 11,489
Net investment income ........................... 20,326 16,019
Fees and other income ........................... 30,435 21,545
Gains on sale of investments .................... 838 892
-------- --------
200,302 171,616
BENEFITS AND EXPENSES
Benefits, claims, and settlement expenses ....... 93,705 84,076
Underwriting, acquisition, and insurance expenses 74,318 61,814
Interest expense ................................ 680 668
-------- --------
168,703 146,558
INCOME BEFORE FEDERAL INCOME TAXES
AND MINORITY INTERESTS ........................ 31,599 25,058
Federal income taxes ............................... 10,125 8,231
-------- --------
INCOME BEFORE MINORITY INTERESTS .............. 21,474 16,827
Minority interests ................................. 1,182 1,605
-------- --------
NET INCOME .................................... $ 20,292 $ 15,222
======== ========
NET INCOME PER SHARE .......................... $ 0.45 $ 0.40
======== ========
See notes to consolidated condensed financial statements.
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UICI AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
Three Months Ended
March 31,
1997 1996
-------- --------
OPERATING ACTIVITIES
Net income ......................................... $ 20,292 $ 15,222
Adjustments to reconcile net income to
cash provided by operating activities:
Increase in policy liabilities ................... 18,850 102
Increase (decrease) in other liabilities ......... 3,435 (450)
Increase in federal income taxes payable ......... 5,943 7,575
Increase in deferred acquisition costs ........... (1,459) (1,838)
(Increase) decrease in accrued investment income
and reinsurance and other receivables ........ (4,483) 4,107
Depreciation and amortization .................... 1,844 1,526
Net income attributable to minority interests .... 1,183 1,605
Gains on sale of investments ..................... (838) (892)
Other items, net ................................. (567) (245)
-------- --------
Cash Provided by Operations .................. 44,200 26,712
-------- --------
INVESTING ACTIVITIES
Decrease (increase) in investments ................. 8,491 (3,289)
Increase in agents' receivables .................... (11,166) (1,074)
Purchase of subsidiary and assets, net of cash
acquired of $49 in 1997 .......................... (12,387) --
Minority interest purchased ........................ (15,062) --
Additions to property and equipment ................ (2,121) (2,100)
-------- --------
Cash Used in Investing Activities ............ (32,245) (6,463)
-------- --------
FINANCING ACTIVITIES
Deposits from investment products .................. 4,731 6,023
Withdrawals from investment products ............... (11,378) (11,392)
Proceeds from debt ................................. -- 7,250
Repayments of debt ................................. (1,068) (20,991)
Proceeds from exercise of stock options and warrants 33 89
Purchase of treasury stock ......................... (194) (64)
Distributions to minority interests ................ (1,229) (641)
-------- --------
Cash Used in Financing Activities ............ (9,105) (19,726)
-------- --------
Net Increase in Cash ......................... 2,850 523
Net Cash at Beginning of Period .............. 15,420 5,913
-------- --------
Cash at End of Period ........................ $ 18,270 $ 6,436
======== ========
See notes to consolidated condensed financial statements.
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UICI AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 1997
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements for UICI
and its subsidiaries (the Company) have been prepared in accordance with
generally accepted accounting principles ("GAAP") 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 GAAP 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 three-month period ended March 31, 1997 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1997. 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, 1996. Certain amounts in the 1996 financial
statements have been reclassified to conform with the 1997 financial statement
presentation.
NOTE B--STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS (SFAS)
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement No. 128, "Earnings Per Share", which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per share,
the dilutive effective of stock options will be excluded. The impact of
Statement No. 128 on the calculation of fully diluted earnings per share for
these quarters is not expected to be material.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements set forth herein or incorporated by reference herein from
the Company's filings that are not historical facts are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act.
Actual results may differ materially from those included in the forward-looking
statements. These forward-looking statements involve risks and uncertainties
including, but not limited to, the following: changes in general economic
conditions, including the performance of financial markets, and interest rates;
competitive, regulatory or tax changes that affect the cost of or demand for
the Company's products; health care reform, ability to predict and effectively
manage claims related to health care costs; reliance on key management and
adequacy of claim liabilities. The Credit Card segment's future results also
could be adversely affected by the possibility of future economic downturns
causing an increase in credit losses. Investors are also directed to other
risks and uncertainties discussed in documents filed by the Company with the
Securities and Exchange Commission, specifically the Company's prospectus filed
April 26, 1996 and the Company's report on Form 10-K for the year ended December
31, 1996.
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PART I. FINANCIAL INFORMATION
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
UICI and its subsidiaries (the "Company") reported net income of $0.45 per
share for the three months ended March 31, 1997 compared to net income of $0.40
per share for the comparable period in 1996. Included in net income are gains
from the sale of investments of $0.01 per share in 1997 and 1996.
The Company's business segments are: (i) Health Insurance, which includes the
businesses of the Self-Employed Health Insurance Division and the Student
Health Insurance Division; (ii) Life Insurance and Annuity; (iii) Credit
Services; and (iv) Corporate and Other, which includes the businesses of the
HealthCare Solutions Division, the Real Estate Division, investment income not
allocated to the other segments, interest expense and general expenses relating
to corporate operations and realized gains on sale of investments. Net
investment income is allocated to the Health Insurance segment and the Life
Insurance and Annuity segment based on policy liabilities. The interest rate
for the allocation is based on a high credit quality investment portfolio with
a duration consistent with the duration of the segment's policy liabilities.
The following table sets forth income statement data as a percentage of
revenues for the periods indicated.
Three Months Ended
March 31,
---------
1997 1996
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Revenues ................................................... 100.0% 100.0%
Benefits, claims, and settlement expenses .................. 46.8 49.0
Underwriting, acquisition and insurance expenses ........... 37.1 36.0
Interest expense ........................................... 0.3 0.4
-------- --------
Income before federal income taxes and minority interests .. 15.8 14.6
Federal income taxes ....................................... 5.1 4.8
-------- --------
Income before minority interests ........................... 10.7 9.8
Minority interests ......................................... 0.6 0.9
-------- --------
Net income .............................................. 10.1% 8.9%
======== ========
CONSOLIDATED RESULTS OF OPERATIONS FOR FIRST QUARTER 1997 COMPARED TO 1996
Health premiums. Health premiums increased to $137.0 million in the
first quarter of 1997 from $121.7 million in 1996, an increase of $15.3
million, or 13%. The increase was primarily due to the growth in sales of new
health insurance policies sold by Cornerstone Marketing of America ("CMA") and
the increase in direct business sold by United Group Association ("UGA"). In
1997, the coinsurance percentage on both in force and new health insurance
policies issued by AEGON increased to 60% from 57.5% in 1996.
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Life premiums and considerations. Life premiums increased to $11.7
million in the first quarter of 1997 from $11.5 million in 1996, an increase of
$200,000, or 2%. The increase was a result of the sale of new life policies.
The increase was partially offset by the decrease in premiums and other
considerations from closed blocks of life and annuity business.
Net investment income. Net investment income increased to $20.3
million in the first quarter of 1997 from $16.0 million in 1996, an increase of
$4.3 million, or 27%. The increase was due to an increase in invested assets
and an increase in yield on invested assets.
Fees and other income. Fees and other income increased to $30.4
million in the first quarter of 1997 from $21.5 million in 1996, an increase of
$8.9 million, or 41%. The increase related primarily to the increase in revenue
from the Credit Services segment, revenue from new sales and companies acquired
in the third quarter of 1996 and first quarter of 1997 by the HealthCare
Solutions Division, and revenues from the administrative operation acquired
from AEGON in April 1996.
Gains on sale of investments. The Company recognized gains on sale of
investments of $838,000 in the first quarter of 1997 compared to $892,000 in
1996. Included in the gains on sale of investments in the first quarter of 1997
is $3.5 million of losses that the Company recognized on securities classified
as "trading" and a $3.2 million gain from the sale of a dental benefit company.
The amount of realized gains or losses on the sale of investments is a function
of interest rates, market trends and the timing of sales. In addition, due to
increasing long term interest rates in 1997, the net unrealized investment
losses 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 $5.2 million at March 31, 1997 compared to net
unrealized investment gains of $2.2 million at December 31, 1996.
Benefits, claims, and settlement expenses. Benefits, claims, and
settlement expenses increased to $93.7 million in the first quarter of 1997
from $84.1 million in 1996, an increase of $9.6 million, or 11%. The increase
was primarily due to the growth in premium volume. As a percentage of revenues,
these expenses decreased to 47% in the first quarter of 1997 from 49% in 1996,
as a result of the increased revenues from the Credit Services segment and the
HealthCare Solutions Division, whose expenses are primarily classified as
underwriting, acquisition, and insurance expenses.
Underwriting, acquisition and insurance expenses. Underwriting,
acquisition and insurance expenses increased to $74.3 million in the first
quarter of 1997 from $61.8 million in 1996, an increase of $12.5 million, or
20%. The increase was primarily due to the growth in premium volume, costs
associated with the businesses acquired in the third quarter of 1996 and first
quarter of 1997 by the HealthCare Solutions Division and expenses relating to
the administrative operation acquired from AEGON in April 1996. As a percentage
of revenues, these expenses increased to 37% in the first quarter of 1997 from
36% in 1996.
Interest expense. Interest expense was comparable in the first quarter
of 1997 when compared to same period in 1996.
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Minority interests. Minority interests decreased to $1.2 million in
the first quarter of 1997 from $1.6 million in 1996, a decrease of $400,000.
The decrease was the result of the purchase of the remaining minority interest
from certain subsidiaries of the Company during the third quarter of 1996 and
first quarter of 1997.
Federal income taxes. The Company's effective tax rate was 32.0% in
the first quarter of 1997 compared to 33% for 1996 which varied from the
federal tax rate of 35% primarily due to the small life insurance company
deduction allowed for certain insurance subsidiaries of the Company.
Income before federal income taxes and minority interests ("operating
income"). Operating income increased to $31.6 million in the first quarter of
1997 from $25.1 million in 1996, an increase of $6.5 million, or 26%. Operating
income (loss) for each of the Company's business segments and divisions was as
follows:
Three Months Ended
March 31,
---------
1997 1996
-------- --------
(Dollars in thousands)
Health Insurance:
Self-Employed Health Insurance Division .... $ 15,230 $ 13,649
Student Health Insurance Division .......... 3,741 3,786
-------- --------
Total Health Insurance ................... 18,971 17,435
Life Insurance and Annuity .................... 4,412 3,170
Credit Services ............................... 4,422 2,631
Corporate and Other:
HealthCare Solutions Division .............. (1,979) (874)
Real Estate Division ....................... 776 --
Other ...................................... 4,997 2,696
-------- --------
Total Corporate and Other ................ 3,794 1,822
-------- --------
$ 31,599 $ 25,058
======== ========
Health Insurance. Operating income for the Health Insurance segment
increased to $19.0 million in the first quarter of 1997 from $17.4 million in
1996, an increase of $1.6 million, or 9%. The increases were primarily due to
an increase in health premiums and an increase in investment income allocated
to the Health Insurance products, which was partially offset by an increase in
the combined health ratio from 91% to 92% as compared to the previous year.
Operating income increased $1.6 million when compared to 1996 for the
Self-Employed Health Insurance Division, while the operating income for the
Student Health Insurance Division remained comparable when compared to 1996.
Life Insurance and Annuity. Operating income for the Life Insurance
and Annuity segment increased to $4.4 million in the first quarter of 1997 from
$3.2 million in 1996, an increase of $1.2 million, or 38%. The increase was
primarily due to a decrease in policyholder benefits and the recognition of 50%
of the profits on a closed block of business on which the Company previously
recognized minimal profits.
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Credit Services. Operating income for Credit Services segment
increased to $4.4 million in the first quarter of 1997 from $2.6 million in
1996, an increase of $1.8 million, or 69%. The increase was due to the growth
in new sales of the credit card program and a decrease in expenses, as a
percentage of revenues.
Corporate and Other. Operating income for Corporate and Other
increased to $3.8 million in the first quarter of 1997 from $1.8 million in
1996, an increase of $2.0 million. The HealthCare Solutions Division incurred
operating losses of $2.0 million in the first quarter of 1997 compared to
losses of $874,000 in 1996. The increase in the losses in the HealthCare
Solutions Division primarily resulted from companies acquired or started in the
third quarter of 1996 and the first quarter of 1997 and continuing increased
marketing expenses which are expected to benefit future periods.
The Company reported operating income for the Real Estate Division, acquired in
the fourth quarter of 1996, of $776,000 for the first quarter of 1997.
Operating income from other corporate activities increased to $5.0 million for
the first quarter in 1997 from $2.7 million in 1996, an increase of $2.3
million. The increase was primarily due to an increase in investment income not
allocated to the other segments. The primary reason for the increase in
investment income not allocated to the other segments was due to the investment
income earned on the increased equity earnings resulting from earnings and the
net proceeds from the public offering completed by the Company on May 1, 1996.
During the first quarter of 1997, the Company changed the method of allocating
investment income to the Life and Annuity segment. The 1996 Life and Annuity
segment reflects the restatement of $792,000 of investment income reclassified
from investment income not allocated to the other segments.
LIQUIDITY AND CAPITAL RESOURCES
The Company's invested assets decreased to $1,064.0 million at March 31, 1997
from $1,082.9 million at December 31, 1996, a decrease of $18.9 million. The
primary sources for the asset reduction were the decreases in market values of
the fixed maturity securities held as "available for sale", the acquisition of
the remaining interest of two HealthCare Solutions Division companies, the
agency force and certain assets of UGA, and the withdrawals, net of deposits,
from investment products. The decrease in market values was the direct result
of increases in long term interest rates. The decreases were partially offset
by the cash provided by current year operations.
In September 1996, the Company entered into three separate stock purchase
agreements with United Dental Care, Inc. to sell its three dental benefit
companies in the HealthCare Solutions Division. The Company will realize a gain
on the sale of the companies of approximately $6.5 million. The Company
completed two of the sales, one in October 1996 and one in January 1997, for a
realized gain of $2.0 million and $3.2 million, respectively. The completion of
the sale of the remaining company is contingent upon certain conditions
including approvals from the appropriate state insurance department. The
operations of the dental benefit companies were not material to the operations
of the Company.
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Effective January 1, 1997, the Company acquired the remaining interest of
Insurdata Incorporated ("Insurdata") and UICI Insurance Administrators,
Incorporated ("UAI") formerly Insurnational Insurance Administrators, Inc.,
based on a predetermined formula price of $15.1 million. The Company acquired a
majority interest in Insurdata and UAI in October 1995.
On April 1, 1996, the Company acquired AEGON's underwriting, claims management
and administrative capabilities related to products coinsured by the Company.
In connection with this transaction, UGA agents began to market health
insurance products of the Company rather than the coinsured product. Effective
January 1, 1997, the Company acquired the agency force and certain assets of
UGA for a price equal to the net book value of the tangible assets acquired and
assumed certain agents commitments of $3.9 million. UGA was owned 100% by the
Company's Chairman at December 31, 1996. The tangible assets acquired consist
primarily of agent debit balances, a building, and related furniture and
fixtures having a net book value of $9.2 million, which approximates market
value of the tangible assets. The elimination of the sharing of business with
AEGON and the acquisition of the agency force are expected to have a positive
impact on the long term future of the Company.
The Company loaned $15.0 million to two limited partnerships sponsored by AMLI
Realty Co., a wholly owned subsidiary of the Company. These loans are
collateralized by real estate with interest computed at the LIBOR rate plus 2%
and due monthly. The loans are due on March 31, 2000.
Agents receivables increased $16.4 million when compared to December 31, 1996
as a result of the agents receivables acquired in the UGA purchase and
increased production.
Goodwill increased $16.7 million when compared to December 31, 1996, as a
result of the acquisitions of Insurdata and UAI, a HealthCare Solutions
Division company and the agency force and certain assets of UGA.
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PART II. OTHER INFORMATION
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Stockholders was held on May 7, 1997.
The following members were elected to the Company's Board of Directors
to hold office for the ensuing year.
Nominee In Favor Withheld
------------- ----------- --------
Ronald L. Jensen 35,850,318 742,960
Gary L. Friedman 35,852,134 741,144
J. Michael Jaynes 35,852,092 741,186
Richard J. Estell 35,847,831 745,447
Richard T. Mockler 35,851,822 741,456
Vernon R. Woelke 35,851,814 741,464
W. Brian Harrigan 35,848,307 744,971
Charles T. Prater 35,847,279 745,999
John E. Allen 35,852,092 741,186
The results of the voting on the appointment of auditors were as
follows:
Ratification of Appointment of Ernst & Young, LLP as the
Company's independent auditors for the fiscal year ending
December 31, 1997.
The votes of the stockholders on this item were as follows:
In Favor Opposed Abstained
-------- ------- ---------
36,037,689 1,661 553,928
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ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 11 - Statement Re: Computation of per share earnings
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None.
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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.
UICI
----------------------------
(Registrant)
Date: May 15, 1997 /s/W. Brian Harrigan
------------------------- ----------------------------
W. Brian Harrigan, President
Date: May 15, 1997 /s/Vernon R. Woelke
------------------------- ----------------------------
Vernon R. Woelke, Treasurer
(Chief Financial Officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
11 Statement Re: Computation of per share earnings
27 Financial Data Schedule