FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended December 31, Commission file number: 33-56402-FW
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1731373
(State or other jurisdiction of (I.R.S Employer
incorporation or organization)Identification No.)
4100 South Hulen Street
Fort Worth, Texas 76109
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number,
including area code (817) 731-8621
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 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.
Class A - Voting Outstanding at January 1, 1998
(Common stock, $0.10 par value) 25
Class B - Nonvoting Outstanding at January 1, 1998
(Common stock, $0.02 par value) 1,042,882
<PAGE>
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.,
AND SUBSIDIARIES
PAGE
INDEX NUMBERS
- --------------------------------------------------------------
PART I - FINANCIAL INFORMATION
Condensed Consolidated Balance Sheet -
December 31, 1997 and September 30, 1997 1-2
Condensed Consolidated Statement of Income -
three months ended December 31, 1997 and 1996 3
Condensed Consolidated Statement of Cash Flows -
three months ended December 31, 1997 and 1996 4
Notes to Condensed Consolidated Financial State 5-7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 11
Signatures 12
<PAGE>
PART I - FINANCIAL INFORMATION
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
ASSETS
December 31, September 30,
1997 1997
CURRENT ASSETS (Unaudited) *
Cash and cash equivalents $ 9,023,963 $ 19,024,263
Commissions receivable 2,137,802 3,003,639
Agents' loans and advances 402,790 485,235
Other receivables 521,582 418,425
Prepaid expenses 17,173 33,396
Deferred income taxes 7,034,810 189,377
------------ ------------
Total Current Assets 19,138,120 23,154,335
------------ ------------
PROPERTY AND EQUIPMENT
Property and equipment 20,671,682 20,575,628
Less: Accumulated depreciation (8,810,485) (8,429,667)
------------ ------------
Total Property and Equipment 11,861,197 12,145,961
------------ ------------
FIRST COMMAND BANK ASSETS
Cash & Due From Banks 7,008,920 4,611,643
Loans, net of loss reserve 29,146,833 17,102,000
Equipment & Lease Improvements 196,962 203,776
Other bank assets 255,488 112,000
------------ ------------
Total First Command Bank Assets 36,608,203 22,029,419
------------ ------------
OTHER ASSETS
Marketable securities, at market 66,763,771 67,709,244
Memberships 62,467 62,467
Notes receivable - Other 50,000 50,000
------------ ------------
Total Other Assets 66,876,238 67,821,711
------------ ------------
TOTAL ASSETS $134,483,758 $125,151,426
============ ============
1
<PAGE>
PART I - FINANCIAL INFORMATION - CONTINUED
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ (74,552)$ 14,173
Accrued commissions payable 2,952,746 2,970,067
Accrued bonuses payable 5,410,267 10,232,017
Income taxes payable 2,538,387 (744,881)
Accrued sales meeting expense 1,516,555 937,249
Other accrued liabilities 1,524,288 2,000,899
Notes payable 828,998 635,838
Loans from insurance companies 15,855,156 15,842,192
------------ ------------
Total Current Liabilities 30,551,845 31,887,554
------------ ------------
LONG-TERM OBLIGATIONS
Sales meeting and other 1,611 1,611
Notes payable 0 0
Deferred Career Commission Plan pa 19,725,971 21,713,523
Deferred income taxes 8,645,764 4,175,136
------------ ------------
Total Long-term Obligations 28,373,346 25,890,270
------------ ------------
FIRST COMMAND BANK LIABILITIES
Demand deposits 9,068,080 5,123,395
Time deposits 18,873,624 8,279,775
Other liabilities 76,972 34,349
------------ ------------
Total First Command Bank Liabili 28,018,676 13,437,519
------------ ------------
STOCKHOLDERS' EQUITY
Common stock 55,739 55,739
Additional paid-in capital 4,422,718 4,708,239
Retained earnings 30,019,257 33,160,181
Unrealized holding gains 13,077,056 16,046,593
Treasury stock - at par (34,879) (34,669)
------------ ------------
Total Stockholders' Equity 47,539,891 53,936,083
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' E$134,483,758 $125,151,426
============ ============
* Condensed from audited financial statements.
The accompanying notes are an integral part of these condensed
financial statements.
2
<PAGE>
<TABLE>
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Ended
December 31,
1997 1996
<S> <C> <C>
COMMISSIONS REVENUE $ 30,045,704 $ 28,622,831 $
------------ ------------
FIRST COMMAND BANK
Net interest income 366,539 0
Provision for loan losses (194,000) 0
Noninterest income 20,986 0
------------ ------------
First Command Bank Operating Inc 193,525 0
------------ ------------
OPERATING EXPENSES
Commissions, bonuses, and agent ex(22,704,189) (21,441,887)
General and administrative expense (6,444,094) (6,150,606)
------------ ------------
Total Operating Expenses (29,148,283) (27,592,493)
------------ ------------
INCOME FROM OPERATIONS 1,090,946 1,030,338
------------ ------------
OTHER INCOME (EXPENSES)
Interest income 339,832 276,471
Investment income 5,895,168 4,628,609
Rental and other income 122,855 78,421
Gain (Loss) on disposal of equipme 0 0
Interest expense (17,165) (23,081)
------------ ------------
Total Other Income 6,340,690 4,960,420
------------ ------------
INCOME BEFORE INCOME TAXES 7,431,636 5,990,758
PROVISION FOR INCOME TAXES (2,430,884) (1,619,432)
------------ ------------
NET INCOME $ 5,000,752 $ 4,371,326 $
============ ============
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,045,837 964,716
============ ============
NET INCOME PER SHARE $ 4.78 $ 4.53 $
============ ============
<FN>
The accompanying notes are an integral part of these condensed financial statements.
</TABLE>
3
<PAGE>
<TABLE>
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<CAPTION>
Three Months Ended
December 31,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net Income $ 5,000,752 $ 4,371,326
Adjustments for non cash items 380,818 292,154
Changes in operating assets and liabilities (946,877) (1,742,705)
------------ ------------
Net Cash Provided by Operating Activities 4,434,693 2,920,775
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (6,020,917) (2,421,961)
Net increase in loans made by First Command Bank (12,044,833)
Purchase of property and equipment (96,054) (26,725)
------------ ------------
Net Cash Used for Investing Activities (18,161,804) (2,448,686)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net receipts (payments) on loans from insurance
companies 12,964 (796,596)
Net increase in deposits by First Command Bank 14,538,532
Purchase of treasury stock (285,731) (645,174)
Dividends paid (8,141,677) (7,498,703)
------------ ------------
Net Cash Used for Financing Activities 6,124,088 (8,940,473)
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (7,603,023) (8,468,384)
CASH AND CASH EQUIVALENTS - Beginning of Period 23,635,906 19,448,931
------------ ------------
CASH AND CASH EQUIVALENTS - End of Period $ 16,032,883 $ 10,980,547
============ ============
<FN>
The accompanying notes are an integral part of these condensed financial statements.
</TABLE>
4
<PAGE>
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.,
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ORGANIZATION AND OPERATION
Independent Research Agency for Life Insurance, Inc. (IRA, Inc.)
was chartered in Texas in December 1980. The Company began
operations in March 1981 and is the continuation of a business
formerly operated as Independent Research Agency for Life Insurance,
a Texas partnership.
IRA, Inc. acquired United Services Planning Association, Inc., a
Texas Corporation (USPA), and Independent Research Agency for Life
Insurance, Inc., a Hawaii Corporation (IRA Hawaii), in March 1981.
IRA, Inc. organized Independent Research Agency for Life Insurance,
Inc., a Wyoming Corporation (IRA Wyoming), in April 1982;
Independent Research Agency for Life Insurance, Inc., a Montana
Corporation (IRA Montana), in February 1983; Independent Research
Agency (New York), Inc., a New York Corporation (IRA New York), in
September 1983; Independent Research Agency for Life Insurance,
Inc., a Nevada Corporation (IRA Nevada), in January 1988; and
Independent Research Agency for Life Insurance, Inc., an Alabama
Corporation (IRA Alabama), in June 1994.
The subsidiaries IRA Hawaii, IRA Wyoming, IRA Montana, IRA New
York, IRA Nevada and IRA Alabama are maintained solely to permit
IRA, Inc. to do business in those states and are engaged in the sale
of life insurance to United States professional military personnel.
USPA is engaged in the sale of mutual funds to United States
professional military personnel as a broker-dealer registered with
the Securities and Exchange Commission and the National Association
of Securities Dealers, Inc. The companies share common employees,
sales agents and representatives, and office facilities. Home
offices are located in Fort Worth, Texas. The companies' agents and
representatives maintain offices in approximately 149 cities located
in 41 states, 1 U.S. territory and 3 foreign countries.
In November 1996, IRA, Inc. received approval from the Office of
Thrift Supervision to organize and operate a denovo Federal Savings
Bank. In March 1997, First Command Bank was formed as a
wholly-owned subsidiary and began operations on April 21, 1997.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The Condensed Consolidated Financial Statements include the
accounts of IRA, Inc. and its wholly-owned subsidiaries, USPA, IRA
Hawaii, IRA Wyoming, IRA Montana, IRA New York, IRA Nevada, IRA
Alabama and First Command Bank. All intercompany accounts and
transactions have been eliminated.
<PAGE> 5
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.,
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
BASIS OF PRESENTATION
The Condensed Consolidated Balance Sheet as of December 31, 1997,
the Condensed Consolidated Statement of Income for the three months
ended December 31, 1997 and 1996, and the Condensed Consolidated
Statement of Cash Flows for the three months ended December
31, 1997 and 1996 included herein are unaudited; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim periods.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction
with the consolidated financial statements and notes thereto
included in the annual Form 10-K filed with the Securities and
Exchange Commission in December 1997, and the audited consolidated
financial statements and notes thereto included in the Company's
September 30, 1997 annual report to shareholders.
The results of operations for the three months ended
December 31, 1997 are not necessarily indicative of the results to
be expected for the full year.
6
<PAGE>
<TABLE>
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.,
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3 - STOCKHOLDERS' EQUITY
<CAPTION>
During the three months ended December 31, 1997, stockholders' equity was changed by t
following transactions:
Additional Unrealized
Common Paid-in Retained Holding Treasury
Balance - Stock Capital Earnings Gain Stock
<S> <C> <C> <C> <C> <C>
September 30, 1997 $ 55,739 $ 4,708,239 $ 33,160,181 $ 16,046,593 $ (34,669)
Purchase of 10,475 shares
of treasury stock (285,521) (210)
Payment of dividend (8,141,677)
Net income 5,000,752
Net change in unrealized
holding gain on securities
available for sale (2,969,537)
Balance - --------- ------------ ------------ ------------ ------------
December 31, 1997 $ 55,739 $ 4,422,718 $ 30,019,256 $ 13,077,056 $ (34,879)
========= ============ ============ ============ ============
</TABLE>
7
<PAGE>
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.,
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial
position and operating results during the periods included in the
accompanying condensed consolidated financial statements.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996 - COMPARISON
During the three months ended December 31, 1997, the demand for life
insurance and mutual fund investments marketed by the Company to
U.S. military personnel remained strong. Commission revenue for the
three months ended December 31, 1997, increased 5.0% to $30,045,704 from
$28,622,831 recorded during the comparable period in 1996. This
overall increase in commission revenue is a trend which has been
maintained over the past several years, and is expected to continue
in the future due to the long term personal financial management
philosophy espoused to clients, an effectively trained sales force
and efficient marketing practices used by the Company's sales
agents. The Company's analysis of the impact of base closures and
force reduction in the U.S. Military indicates to the Company a
minimal impact upon existing agents in the field and a market which
will continue to present an opportunity for growth of the Company's
business.
First Command Bank's net interest income totalled $366,539 for the
three months ending December 31, 1997. This income was partially
offset by the establishment of a reserve for possible losses
on loans funded during the period.
Commissions, bonuses, and agent expenses for the three months ended
December 31, 1997 increased 5.9% or $1,262,302 from the same period in
1996. Generally, in the past there has been a constant relationship
between commission revenues and commissions, bonuses, and agent
expenses.
General and administrative expenses for the three months ended December
31, 1997 increased 4.8%, or $293,488, from the same period in
1996. This increase is primarily due to inflationary factors
in addition to costs involved in the redesign of the corporate
database used by the home office. This redesign will result
in improved efficiencies in both personnel and computer hardware
costs in the future.
The total of other income for the initial three months of fiscal
year 1998 increased 27.8% to $6,340,690 from $4,960,420 earned in
the comparable three month period for 1997. This increase is
primarily attributable to greater distributions from mutual funds.
8
<PAGE>
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.,
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND FINANCIAL RESOURCES
The Company has historically operated with a working capital
deficiency. The Company has been able to do this because of its
loans from insurance companies. As long as the Company does business
with these insurance companies (there are no current intentions to
change) the loan balance will continue to replenish itself from new
first year insurance commission loans. The Company had a ratio of
current assets to current liabilities of .63 to 1 and .73 to 1 at
December 31, 1997, and September 30, 1997, respectively. The decline in
the current ratio is the result of paying dividends of $8,141,677 on
December 1, 1997, to the shareholders of record as of September 30,
1997, and the paying of normal year-end incentive bonuses of
$5,300,000 to the Company's sales agents. The current ratio is
expected to improve due to income from operations during the fiscal
year.
Cash and cash equivalents, consisting primarily of money market
funds are used to finance the Company's current operations and are
held as a reserve for the payment of current liabilities. Marketable
securities have been accumulated in anticipation of future capital
expenditures and as an additional reserve against contingencies. As
of December 31, 1997, the significant nonrecurring short-term obligation
requiring the immediate use of resources is the completion of the
"WinUSPA" and "Phoenix '96" software projects for approximately
$730,000.
YEAR 2000
The coming year 2000 will cause substantial changes in business
operations and systems which, if not identified and corrected, could
have a material impact on the operations and financial condition of
the Company. The largest areas for concern relate to the software
used by our agents, the home office and insurance companies and
mutual funds represented by the Company. Several years ago, the
Company undertook the task of rewriting the software used by our
agents to analyze clients' needs. This project, WINUSPA, is fully
compliant with the new millennium and is in the final testing and
implementation stages. It is expected to be fully implemented by the
third quarter of this fiscal year. In late 1996, the Company
embarked on the writing of the software used by the Home Office to
track clients' programs among other administrative issues. This
project, Phoenix, is fully compliant with the year 2000 and is in
the final testing stage. It is also expected to be fully implemented
during the third fiscal quarter of 1998. The Company represents
major, excellent rated insurance companies and mutual funds. At this
point, their compliance with the year 2000 has not been reviewed,
but it is expected no significant problems will be encountered.
9
<PAGE>
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.,
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
YEAR 2000 - continued
Although the writing of new agent and Home Office software are major
accomplishments, there are a number of other areas which will be
impacted by the year 2000. The Company has formed a committee to
review these areas and will be studying the impact of the new
millennium on all areas of the Company in coming months. The costs
to analyze and correct the impacted areas is not expected to be
material.
FORWARD-LOOKING STATEMENTS
All statements other than statements of historical fact contained
in this Report, including without limitation statements under this
Management's Discussion and Analysis of Financial Condition and
Results of Operations", regarding the Company's business operations
and financial position, and management's expectations for the
Company's future operations, are forward-looking statements. Such
forward-looking statements are based on the beliefs of the Company's
management as well as assumptions made by and information currently
available to the Company's management. Although management believes
that the expectations reflected in such forward-looking statements
are reasonable, it can give no assurance that such expectations will
prove to have been correct. Actual results could differ materially
from those contemplated by the forward-looking statements. Important
risk factors that could cause actual results to differ materially from
such forward-looking statements include, without limitation, the keen
and increasing competition faced by the Company, risk of business
reduction due to armed conflict or the threat of armed conflict, risk
of reduction in the size of the U.S. military force, the absence of
sales to the civilian market, high levels of compensation required for
the Company's agents, changes in regulatory, technological and general
economic conditions, and risk factors disclosed in the Company's
Securities and Exchange Commission filings, including its Registration
statement on Form S-1, filed with the Commission on May 1, 1997. The
forward-looking statements contained herein reflect the current views
of the Company's management with respect to future events and are
subject to these and other risks, uncertainties and assumptions
relating to the operations, results of operations, and financial
position of the Company.
10
<PAGE>
PART II - OTHER INFORMATION
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.,
AND SUBSIDIARIES
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibit No. 11: Computation of net income per
common share information is presented on
face of Statement of Income.
(b) No reports on Form 8-K have been filed
during the quarter ended December 31, 1997.
11
<PAGE>
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.,
AND SUBSIDIARIES
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.
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.,
(Registrant)
Date February 17, 1998 By /S/ Lamar C. Smith
----------------- --------------------
LAMAR C. SMITH
Chairman of the Board and
Chief Executive Officer
(Duly Authorized Officer)
Date February 17, 1998 By /S/Martin R. Durbin
----------------- --------------------
MARTIN R. DURBIN
Treasurer and
Chief Financial Officer
(Principal Financial Officer)
12
<TABLE> <S> <C>
<ARTICLE> BD
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 16032883
<RECEIVABLES> 3062174
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 0
<INSTRUMENTS-OWNED> 102919524
<PP&E> 12058159
<TOTAL-ASSETS> 134483758
<SHORT-TERM> 0
<PAYABLES> 86943867
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 0
<LONG-TERM> 0
0
0
<COMMON> 55739
<OTHER-SE> 47484152
<TOTAL-LIABILITY-AND-EQUITY> 134483758
<TRADING-REVENUE> 0
<INTEREST-DIVIDENDS> 339832
<COMMISSIONS> 30045704
<INVESTMENT-BANKING-REVENUES> 6088693
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 17165
<COMPENSATION> 22704189
<INCOME-PRETAX> 7431636
<INCOME-PRE-EXTRAORDINARY> 5000752
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5000752
<EPS-PRIMARY> 4.78
<EPS-DILUTED> 4.78
</TABLE>
