SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1999
Commission File Number 2-39310
INTERCONTINENTAL LIFE CORPORATION
Texas 22-1890938
(State of Incorporation) (I.R.S. Employer Identification Number)
The Austin Centre,701 Brazos, 12th Floor
Austin, Texas 78701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 404-5000
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
Number of common shares outstanding ($.22 Par Value) at end of period: 8,792,412
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<PAGE>
INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
INDEX
Page No.
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 1999 and December 31, 1998..................................... 3
Consolidated Statements of Income
For the three and six month periods ended
June 30, 1999 and 1998...................................................5
Consolidated Statements of Cash Flows
For the three and six month periods ended
June 30, 1999 and 1998...................................................7
Notes to Consolidated Financial Statements...................................11
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of Operations..........................13
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.......................................................20
Part II
Other Information............................................................21
Signature Page...............................................................23
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INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
ASSETS (Unaudited)
<S> <C> <C>
Investments:
Fixed maturities, at
amortized cost (market value
approximates $2,669 and $3,059) $ 2,695 $ 3,005
Fixed maturities available for sale,
at market value (amortized cost
$408,711 and $435,130) 411,463 450,149
Equity securities, at market value
(cost approximates $338) 2,318 3,121
Policy loans 52,971 53,614
Mortgage loans 10,232 10,332
Invested real estate and other invested assets 11,537 10,025
Short-term investments 193,236 171,840
---------------- ----------------
Total investments 684,452 702,086
Cash and cash equivalents 9,688 12,206
Notes receivable from affiliates 44,571 47,645
Accrued investment income 7,686 7,768
Agent advances and other receivables 25,975 20,753
Reinsurance receivables 20,673 18,847
Property and equipment, net 3,570 3,470
Deferred policy acquisition costs 33,583 31,953
Present value of future profits of acquired
businesses 41,778 43,666
Other assets 12,593 10,643
Separate account assets 464,014 451,211
---------------- ----------------
Total Assets $ 1,348,583 $ 1,350,248
================ ================
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
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<PAGE>
INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, Continued
(in thousands of dollars)
<TABLE>
<CAPTION>
June 30, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998
(Unaudited)
<S> <C> <C>
Liabilities:
Policy liabilities and contractholder
deposit funds:
Future policy benefits $ 132,994 $ 135,463
Contractholder deposit funds 537,406 545,908
Unearned premiums 2,110 2,124
Other policy claims and benefits payable 10,730 10,856
--------------- ---------------
683,240 694,351
Other policyholders' funds 3,081 3,056
Deferred federal income taxes 26,126 30,185
Other liabilities 24,490 20,127
Separate account liabilities 460,219 448,294
--------------- ---------------
Total Liabilities 1,197,156 1,196,013
Commitments and Contingencies
Redeemable preferred stock:
Class A Preferred, $1 par value,
5,000,000 shares authorized, issued 5,000 5,000
Class B Preferred, $1 par value,
15,000,000 shares authorized, issued 15,000 15,000
--------------- ---------------
20,000 20,000
Redeemable preferred stock held in treasury (20,000) (20,000)
--------------- ---------------
0 0
Shareholders' Equity:
Common Stock, $.22 par value,15,000,000
shares authorized; 10,807,478 and 5,385,739
shares issued, 8,792,412 and 4,376,706 shares
outstanding in 1999 and 1998, respectively 2,378 1,185
Additional paid-in capital 4,445 4,385
Accumulated other comprehensive income 3,076 11,571
Retained earnings 144,757 140,356
--------------- ---------------
154,656 157,497
Common treasury stock, at cost, 2,015,066 and
1,009,033 in 1999 and 1998, respectively (3,229) (3,262)
--------------- ---------------
Total Shareholders' Equity 151,427 154,235
--------------- ---------------
Total Liabilities and Shareholders' Equity $ 1,348,583 $ 1,350,248
=============== ===============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial
statements.
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INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of dollars, except for per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1999 1998
<S> <C> <C>
Premium $ 2,610 $ 2,666
Net investment income 12,960 13,843
Earned insurance charges 10,085 10,333
Other 1,038 685
---------------- ----------------
26,693 27,527
Benefits and expenses:
Policyholder benefits and expenses 8,572 9,066
Interest expense on contract holders
deposit funds 8,195 7,772
Amortization of present value of future
profits of acquired businesses 968 1,619
Amortization of deferred policy
acquisition costs 631 525
Operating expenses 4,165 3,978
Interest expense -0- 246
---------------- ----------------
22,531 23,206
---------------- ----------------
Income from operations 4,162 4,321
Provision for federal income taxes 1,535 1,513
---------------- ----------------
Net income $ 2,627 $ 2,808
================ ================
Net income per share:
Basic:
Weighted average common stock
outstanding 8,785 8,738
---------------- ----------------
Basic earnings per share $ 0.30 $ 0.32
================ ================
Diluted:
Common stock and common stock equivalents 8,802 9,090
---------------- ----------------
Diluted earnings per share $ 0.30 $ 0.31
================ ================
</TABLE>
The accompanying notes are an integral part
of these consolidated financial
statements.
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<PAGE>
INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of dollars, except for per share data)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1999 1998
<S> <C> <C>
Revenues:
Premium $ 5,158 $ 5,764
Net investment income 25,875 27,798
Earned insurance charges 20,147 20,630
Other 1,783 1,207
--------------- ----------------
52,963 55,399
Benefits and expenses:
Policyholder benefits and expenses 16,594 19,422
Interest expense on contract holders
deposit funds 16,075 15,002
Amortization of present value of future
profits of acquired businesses 1,888 2,945
Amortization of deferred policy
acquisition costs 1,215 973
Operating expenses 8,354 8,032
Interest expense 0 521
--------------- ----------------
44,126 46,895
--------------- ----------------
Income from operations 8,837 8,504
Provision for federal income taxes 3,249 2,977
--------------- ----------------
Net income $ 5,588 $ 5,527
=============== ================
Net income per share:
Basic:
Weighted average common stock
outstanding 8,785 8,738
--------------- ----------------
Basic earnings per share $ 0.64 $ 0.64
=============== ================
Diluted:
Common stock and common stock equivalents 8,803 8,738
--------------- ----------------
Diluted earnings per share $ 0.64 $ 0.63
=============== ================
</TABLE>
The accompanying notes are an integral part
of these consolidated financial
statements.
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<PAGE>
INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
CASH FLOWS FROM OPERATING 1999 1998
ACTIVITIES
<S> <C> <C>
Net Income $ 2,627 $ 2,808
Adjustments to reconcile net income to
net cash (used in) provided by
operating activities:
Amortization of present value of future
profits of acquired businesses 968 1,619
Amortization of deferred policy
acquisition costs 631 525
Net gain on sale of investments (222) (76)
Depreciation 118 85
Financing costs amortized 0 24
Changes in assets and liabilities:
Decrease in accrued investment income 408 280
Increase in agent advances and
other receivables (4,928) (9,266)
Policy acquisition costs deferred (1,485) (1,510)
Decrease in policy liabilities and
contractholder deposit funds (5,871) (6,778)
Increase in other policyholders' funds (22) (729)
Increase (decrease) in other liabilities 2,070 (1,678)
(Decrease) increase in deferred federal
income taxes (3,180) 144
Decrease in other assets 246 5,166
Other, net 4,788 (1,158)
---------------- ---------------
Net cash used in operating activities $ (3,852) $ (10,544)
---------------- ---------------
</TABLE>
The accompanying notes are an integral part
of these consolidated financial
statements.
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<PAGE>
INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
CASH FLOWS FROM INVESTING 1999 1998
ACTIVITIES
<S> <C> <C>
Investments purchased $ (16,232) $ (1,183)
Proceeds from sales and maturities of
investments 20,603 17,355
Net change in short-term investments (963) 1,873
Purchases and retirements of equipment (168) (389)
Decrease in notes receivable from affiliates 1,537 1,537
---------------- ---------------
Net cash provided by investing activities 4,777 19,193
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of treasury stock 33 0
Purchase of subsidiary 0 (1,322)
Issuance of common stock 0 79
Repayment of debt 0 (7,400)
---------------- --------------
Net cash provided by (used in) financing
activities 33 (8,643)
---------------- --------------
Net increase in cash and cash equivalents 958 6
Cash and cash equivalents, beginning of period 8,730 9,614
---------------- ---------------
Cash and cash equivalents, end of period $ 9,688 $ 9,620
================ ===============
</TABLE>
The accompanying notes are an integral part
of these consolidated financial
statements.
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<PAGE>
INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
CASH FLOWS FROM OPERATING 1999 1998
ACTIVITIES (unaudited)
<S> <C> <C>
Net Income $ 5,588 $ 5,527
Adjustments to reconcile net income to
net cash (used in) provided by
operating activities:
Amortization of present value of future
profits of acquired businesses 1,888 2,945
Amortization of deferred policy
acquisition costs 1,215 973
Net gain on sale of investments (222) (76)
Depreciation 227 208
Financing costs amortized 0 55
Changes in assets and liabilities:
Decrease (increase) in accrued investment
income 82 (133)
Increase in agent advances and
other receivables (7,048) (7,962)
Policy acquisition costs deferred (2,845) (2,848)
Decrease in policy liabilities and
contractholder deposit funds (11,111) (17,064)
Increase (decrease) in other policyholders'
funds 25 (655)
Increase (decrease) in other liabilities 4,363 (3,367)
Decrease in deferred federal income taxes (4,059) (631)
Increase in other assets (1,950) (879)
Other, net 3,709 (2,345)
--------------- ---------------
Net cash used in operating activities $ (10,138) $ (26,252)
--------------- ---------------
</TABLE>
The accompanying notes are an integral part
of these consolidated financial
statements.
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<PAGE>
INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
CASH FLOWS FROM INVESTING 1999 1998
ACTIVITIES
<S> <C> <C>
Investments purchased $ (27,482) $ (26,772)
Proceeds from sales and maturities of investments 53,658 35,462
Net change in short-term investments (21,396) 23,933
Purchases and retirements of equipment (327) (263)
Decrease in notes receivable from affiliates 3,074 3,073
---------------- ---------------
Net cash provided by investing activities 7,527 35,433
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of treasury stock 33 0
Purchase of subsidiary 0 (1,322)
Issuance of common stock 60 120
Repayment of debt 0 (7,400)
---------------- ---------------
Net cash provided by (used in) financing activities 93 (8,602)
---------------- ---------------
Net (decrease) increase in cash and cash equivalents (2,518) 579
Cash and cash equivalents, beginning of year 12,206 9,041
---------------- ---------------
Cash and cash equivalents, end of period $ 9,688 $ 9,620
================ ===============
</TABLE>
The accompanying notes are an integral part
of these consolidated financial
statements.
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<PAGE>
INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The financial statements included herein reflect all adjustments which are, in
the opinion of management, necessary to present a fair statement of the interim
results. The statements have been prepared to conform to the requirements of
Form 10-Q and do not necessarily include all disclosures required by generally
accepted accounting principles (GAAP). The reader should refer to Form 10-K for
the year ended December 31, 1998 previously filed with the Securities and
Exchange Commission for financial statements prepared in accordance with GAAP.
Acquisition of Subsidiary
On June 30, 1998, ILCO, through a subsidiary, acquired Grinnell Life Insurance
Company ("Grinnell Life") for a base purchase price of $16.4 million, subject to
certain post-closing adjustments. As part of the transaction, Grinnell Life was
immediately merged with and into that subsidiary, with that subsidiary being the
surviving entity.
Comprehensive Income
Total comprehensive (loss) income for the six months ended June 30, 1999 and
June 30, 1998 is $(2.9) million and $5.0 million, respectively.
The following is a reconciliation of total accumulated other comprehensive
income from December 31, 1998 to June 30, 1999 (in thousands):
Net unrealized Net Total
gain on appreciation accumulated
investments (depreciation) other
in fixed of equity comprehensive
maturities securities income
available for
sale
Balance at December 31, 1998 $ 9,762 $ 1,809 $ 11,571
Current period change (7,973) (522) (8,495)
---------- ---------- ----------
Balance at June 30 1999 $ 1,789 $ 1,287 $ 3,076
========== ========= ==========
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INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
New Accounting Pronouncements
In December 1997, the Accounting Standards Executive Committee issued Statement
of Position ("SOP") 97-3, "Accounting by Insurance and Other Enterprises for
Insurance-Related Assessments," which provides guidance on accounting for
insurance-related assessments. The Company adopted SOP 97-3 effective January 1,
1999. The adoption of SOP 97-3 did not have a material impact on the Company's
results of operations, liquidity or financial position.
In June 1998, the FASB issued FAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, (collectively referred to as derivatives) and for
hedging activities. FAS 133 No. is applicable to financial statements for all
fiscal quarters of fiscal years beginning after June 15, 2000, as amended by FAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133." The operations of the
Company are not affected by the provisions of FAS No. 133.
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations:
For the six-month period ended June 30, 1999, InterContinental Life
Corporation's ("ILCO") net income was $5,588,000 (basic earnings and diluted
earnings of $0.64 per common share) as compared to $5,527,000 (basic earnings of
$0.64 per common share, or diluted earnings of $0.63 per common share) in the
first six months of 1998. For the 1998 period, earnings per share have been
adjusted to give effect to the stock dividend (one share of common stock for
each outstanding share of common stock) which was paid on March 17, 1999.
Earnings per share are stated in accordance with the requirements of FAS No.
128, which establishes two measures of earnings per share: basic earnings per
share and diluted earnings per share. Basic earnings per share is computed by
dividing income available to common shareholders by the weighted average number
of common shares outstanding during the period. Diluted earnings per share
reflect the potential dilution that would occur if securities or other contracts
to issue common stock were converted or exercised.
Results of Operations
For the six-month period ended June 30, 1999, the Company's income before
federal income taxes was $8,837,000 on revenues of $52,963,000 as compared to
income of $8,504,000 on revenues of $55,399,000 for the first six months of
1998.
The operating strategy of the Company's management emphasizes several key
objectives: expense management; marketing of competitively priced insurance
products which are designed to generate an acceptable level of profitability;
maintenance of a high quality portfolio of investment grade securities; and the
provision of quality customer service.
Premium income, net of reinsurance, for the first six months of 1999 was $5.2
million, as compared to $5.8 million for the first six months of 1998.
Reinsurance premiums ceded were $1.5 million for the first six months of 1999,
as compared to $1.9 million in the first six months of 1998.
Earned insurance charges for the six-month period ended June 30, 1999 were $20.1
million, as compared to $20.6 million for the same period in 1998. This source
of revenues is related to the universal life insurance and annuity book of
business of Investors Life Insurance Company of North America ("Investors-NA").
The Company's senior loan was fully discharged effective September 30, 1998,
accordingly, there was no interest expense for the first six months of 1999, as
compared to interest expense in the amount of $521,000 for the first six months
of 1998.
As of June 30, 1999, the market value of the fixed maturities available for sale
segment was $411.5 million as compared to an amortized cost of $408.7 million,
or an unrealized gain of $2.8 million. The increase reflects unrealized gains on
such investments related to changes in interest rates subsequent to the purchase
of such investments. There is no assurance that this unrealized gain will be
realized in the future. The net of tax effect of this increase ($1.8 million at
June 30, 1999) is included in "Accumulated other comprehensive income" on the
Consolidated Balance Sheets and has been recorded as an increase in
shareholders' equity. As required under the provisions of FAS No. 130, the
determination of "Accumulated other comprehensive income" includes separate
identification of the change in values which occurred during the current period.
For the three-month period ended June 30, 1999, the lapse rate with respect to
universal life insurance policies decreased from the lapse rate experienced in
the similar period in 1998. The rate for the 1999 period was 7.03%, as compared
to 7.95% in the 1998 period. The lapse rate with respect to traditional
(non-universal) life insurance policies increased from the levels experienced in
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<PAGE>
the second quarter of 1998. The rate for the three-month period ended June 30,
1999 was 9.88%, as compared to 7.78% in the similar period in 1998. The lapse
rates experienced during these periods were within the ranges anticipated by
management.
Liquidity and Capital Resources:
ILCO is a holding company whose principal assets consist of the common stock of
Investors Life Insurance Company of North America and its subsidiary - Investors
Life Insurance Company of Indiana (formerly known as InterContinental Life
Insurance Company). ILCO's primary source of funds consists of payments under
two Surplus Debentures from Investors-NA.
As of December 31, 1997, the outstanding principal balance of ILCO's senior loan
obligations was $11.0 million, which reflected the prepayment by the Company of
the payment originally scheduled for January 1, 1998. A regular payment, in the
amount of $3.7 million, was made on April 1, 1998 and a prepayment of the July
1, 1998 installment, in the amount of $3.7 million, was made on June 30, 1998.
The outstanding principal balance of ILCO's senior loan obligations was $3.6
million at June 30, 1998. The final installment on the senior loan obligation
scheduled for October 1, 1998, was prepaid on September 30, 1998. As a result,
the senior loan obligation of ILCO was fully discharged effective September 30,
1998.
On March 17, 1999, the Company paid a stock dividend (one share of common stock
for each outstanding share of common stock). As a result, Financial Industries
Corporation ("FIC") currently owns, directly and indirectly through its
subsidiary Family Life Insurance Company, 3,932,692 shares (approximately 45%)
of ILCO's common stock.
Prior to the discharge of ILCO's senior loan obligation, FIC held options to
acquire (on a pre- dividend basis) an additional 1,702,155 shares of ILCO common
stock. The options were granted under an option agreement between FIC and ILCO
which was entered into in March, 1986 ("Option Agreement"). The Option Agreement
provided that it continued in effect as long as FIC guaranteed indebtedness of
ILCO. Since the senior loan was fully discharged by ILCO on September 30, 1998,
FIC's rights under the Option Agreement expired on September 30, 1998.
ILCO's principal source of liquidity consists of the periodic payment of
principal and interest by Investors-NA, pursuant to the terms of the Surplus
Debentures. The Surplus Debentures were originally issued by Standard Life
Insurance Company and their terms were previously approved by the Mississippi
Insurance Commissioner. In connection with the 1993 merger of Standard Life into
Investors-NA, the obligations of the Surplus Debentures were assumed by
Investors- NA. As of June 30, 1999, the outstanding principal balance of the
Surplus Debentures was $4.0 million and $6.9 million, respectively. Since
Investors-NA is domiciled in the State of Washington, the provisions of
Washington insurance law apply to the Surplus Debentures. Under the provisions
of the Surplus Debentures and current law, no prior approval of the Washington
Insurance Commissioner is required for Investors-NA to pay interest or principal
on the Surplus Debentures; provided that, after giving effect to such payments,
the statutory surplus of Investors-NA is in excess of $10 million (the "surplus
floor"). However, Investors-NA has voluntarily agreed with the Washington
Insurance Commissioner that it will provide at least five days advance notice of
payments which it will make under the surplus debenture. As of June 30, 1999,
the statutory surplus of Investors-NA was $66.4 million, an amount substantially
in excess of the surplus floor. The funds required by Investors-NA to meet its
obligations to the Company under the terms of the Surplus Debentures are
generated from operating income generated from insurance and investment
operations.
In addition to the payments under the terms of the Surplus Debentures, ILCO has
received dividends from its subsidiaries. Washington's insurance code includes
the "greater of" standard for payment of dividends to shareholders, but has a
requirement that prior notification of a proposed dividend be given to the
Washington Insurance Commissioner and that cash dividends may be paid only from
earned surplus. Under the "greater of" standard, an insurer may pay a dividend
in an amount equal to the greater of (i) 10% of the policyholder surplus or (ii)
the insurer's net gain from operations for the previous year. As of June 30,
1999, Investors-NA had earned surplus of $39.1 million.
Investors-IN is domiciled in the State of Indiana. Under the Indiana insurance
code, a domestic insurer may make dividend distributions upon proper notice to
- 14 -
<PAGE>
the Department of Insurance, as long as the distribution is reasonable in
relation to adequate levels of policyholder surplus and quality of earnings.
Under Indiana law the dividend must be paid from earned surplus. Extraordinary
dividend approval would be required where a dividend exceeds the greater of 10%
of surplus or the net gain from operations for the prior fiscal year.
Investors-IN had earned surplus of $16.6 million at June 30, 1999. In June,
1999, Investors-IN paid a dividend in the amount of $3 million to its sole
shareholder, Investors-NA. The amount of the dividend was less than the net gain
from operations for the prior fiscal year. Advance notice of the payment was
provided to the Indiana Department of Insurance, in accordance with the
provisions of the Indiana Insurance Code.
ILCO's net cash flow used in operating activities was $(10.1) million for the
six-month period ended June 30, 1999, as compared to $(26.3) million for the
first six months of 1998.
Management believes that its cash, cash equivalents and short term investments
are sufficient to meet the needs of its business and to satisfy debt service.
Investments
As of June 30, 1999, the Company's investment assets totaled $684.5 million, as
compared to $702.3 million as of June 30, 1998. Total assets as of June 30, 1999
($1.35 billion) decreased slightly from the level as of June 30, 1998 ($1.37
billion).
The level of short-term investments at June 30, 1999 was $193.2 million, as
compared to $140.7 million at June 30, 1998.
Invested real estate and other invested assets increased from $1.5 million at
June 30, 1998 to $11.5 million as of June 30, 1999. This increase is related to
the purchase by Investors-NA of the 47.995 acres of land in Austin, Texas for
the development of the River Place Pointe project. The land was purchased in
October, 1998 by Investors-NA, for an aggregate purchase price of $8.1 million.
Prior to the closing of the transaction, Investors-NA obtained a Site
Development Permit for the tracts from the City of Austin. The Site Development
Permit allows for the construction of seven office buildings totaling 600,000
square feet, with associated parking, drives and related improvements.
Development of the initial phase of the project commenced during the first
quarter of 1999. When completed, the first phase will consist of two office
buildings, a parking garage and the infrastructure for the entire project.
Investors-NA plans to commence development of the additional stages of the
project following completion and leasing of Phase One.
The fixed maturities available for sale portion of invested assets at June 30,
1999 was $411.5 million. The amortized cost of the fixed maturities available
for sale segment as of June 30, 1999 was $408.7 million, representing a net
unrealized gain of $2.8 million. This unrealized gain principally reflects
changes in interest rates from the date the respective investments were
purchased. To reduce the exposure to interest rate changes, portfolio
investments are selected so that diversity, maturity and liquidity factors
approximate the duration of associated policyholder liabilities.
The assets held by ILCO's life insurance subsidiaries must comply with
applicable state insurance laws and regulations. In selecting investments for
the portfolios of its life insurance subsidiaries, the Company's emphasis is to
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<PAGE>
obtain targeted profit margins, while minimizing the exposure to changing
interest rates. This objective is implemented by selecting primarily
short-to-medium term, investment grade fixed income securities. In making such
portfolio selections, the Company generally does not select new investments
which are commonly referred to as "high yield" or "non-investment grade."
The portfolio includes investments in mortgage-backed securities which includes
collateralized mortgage obligations ("CMOs") of $188.4 million and
mortgage-backed pass-through securities of $27.2 million at June 30, 1999.
Mortgage-backed pass-through securities, sequential CMOs and support bonds,
which comprised approximately 51.7% of the book value of the Company's
mortgage-backed securities at June 30, 1999, are sensitive to prepayment and
extension risks. The Company has reduced the risk of prepayment associated with
this portion of the investment portfolio by investing in planned amortization
class ("PAC"), target amortization class ("TAC") instruments, and scheduled
bonds. These investments are designed to amortize in a predictable manner by
shifting the risk of prepayment of the underlying collateral to other investors
in other tranches ("support classes") of the CMO. PAC and TAC instruments and
scheduled bonds represented approximately 48.3% and sequential and support
classes represented approximately 39.1% of the book value of the Company's
mortgage-backed securities at June 30, 1999. In addition, the Company limits the
risk of prepayment of CMOs by not paying a premium for any CMOs. The Company
does not invest in mortgage-backed securities with increased prepayment risk,
such as interest-only stripped pass-through securities and inverse floater
bonds. The prepayment risk that certain mortgage-backed securities are subject
to is prevalent in periods of declining interest rates, when mortgages may be
repaid more rapidly than scheduled as individuals refinance higher rate
mortgages to take advantage of the lower current rates. As a result, holders of
mortgage-backed securities may receive large prepayments on their investments
which cannot be reinvested at an interest rate comparable to the rate on the
prepaying mortgages. The Company did not make additional investments in CMOs
during 1998 and the first two quarters of 1999. The current investment
objectives of the Company do not contemplate additions to the portfolio of CMO
investments during the remainder of 1999.
The Company's fixed maturities portfolio (including short-term investments), as
of June 30, 1999, included a non-material amount ( 0.61% of total fixed
maturities and short-term investments) of debt securities which, in the annual
statements of the companies as filed with state insurance departments, were
designated under the National Association of Insurance Commissioners ("NAIC")
rating system as "3" (medium quality) or below. As of June 30, 1998, the
comparable percentage was 0.63%. Of these non-investment grade investments,
0.49% are concentrated in the low quality (or "4") category, with 0.11%
receiving an NAIC rating of "5" (lowest quality).
The consolidated balance sheets of the Company as of June 30, 1999 include $44.6
million of "Notes receivable from affiliates", represented by (i) a loan of
$22.5 million from Investors-NA to Family Life Corporation ("FLC") and a $2.5
million loan from Investors-CA to Financial Industries Corporation ("FIC") -
which loan is now owned by Investors-NA as a result of the merger of
Investors-CA into Investors-NA) - and $2.0 million of additions to the $2.5
million note made in accordance with the terms of such note; these loans were
granted in connection with the 1991 acquisition of Family Life Insurance Company
by a wholly-owned subsidiary of FIC (ii) a loan of $30 million by Investors-NA
to Family Life Corporation made in July, 1993, in connection with the prepayment
by the FIC subsidiaries of indebtedness which had been previously issued to
Merrill Lynch as part of the 1991 acquisition and (iii) a loan of $4.5 million
by Investors-NA to Family Life Insurance Investment Company ("FLIIC") made in
July, 1993, in connection with the same transaction described above.
As of June 12, 1996, the provisions of the notes from Investors-NA to FIC, FLC
and Family Life Insurance Investment Company ("FLIIC") were modified as follows:
(a) the $22.5 million note was amended to provide for twenty quarterly principal
payments, in the amount of $1,125,000 each, to commence on December 12, 1996;
the final quarterly principal payment is due on September 12, 2001; the interest
rate on the note remains at 11%, (b) the $30 million note was amended to provide
- 16 -
<PAGE>
for forty quarterly principal payments, in the amount of $163,540 each for the
period December 12, 1996 to September 12, 2001; beginning with the principal
payment due on December 12, 2001, the amount of the principal payment increases
to $1,336,458; the final quarterly principal payment is due on September 12,
2006; the interest rate on the note remains at 9%, (c) the $4.5 million note was
amended to provide for forty quarterly principal payments, in the amount of
$24,531 each for the period December 12, 1996 to September 12, 2001; beginning
with the principal payment due on December 12, 2001, the amount of the principal
payment increases to $200,469; the final quarterly principal payment is due on
September 12, 2006; the interest rate on the note remains at 9%, (d) the $2.5
million note was amended to provide that the principal balance of the note is to
be repaid in twenty quarterly installments of $125,000 each, commencing December
12, 1996 with the final payment due on September 12, 2001; the rate of interest
remains at 12%, (e) the Master PIK note, which was issued to provide for the
payment in kind of interest due under the terms of the $2.5 million note prior
to June 12, 1996, was amended to provide that the principal balance of the note
($1,977,119) is to be paid in twenty quarterly principal payments, in the amount
of $98,855.95 each, to commence December 12, 1996 with the final payment due on
September 12, 2001; the interest rate on the note remains at 12%.
In December, 1998, FLIIC was dissolved. In connection with the dissolution, all
of the assets and liabilities of FLIIC became the obligations of FLIIC's sole
shareholder (FIC). Accordingly, the obligations under the provisions of the $4.5
million note described above are now the obligations of FIC.
The NAIC continued its rating of "3" to the "Notes receivable from affiliates",
as amended. These loans have not been included in the preceding description of
NAIC rating percentages.
Management believes that the absence of any material amounts of "high-yield" or
"non-investment grade" investments (as defined above) in the portfolios of its
life insurance subsidiaries enhances the ability of the Company to service its
debt, provide security to its policyholders and to credit relatively consistent
rates of return to its policyholders.
Year 2000 Compliance
The Company and its subsidiaries utilize a centralized computer system to
process policyholder records and financial information. In addition, the Company
uses non-centralized computer terminals in connection with its operations. The
software programs used in connection with these systems will be affected by what
is referred to as the "year 2000 problem". This refers to the limitations of the
programming code in certain existing software programs to recognize date
sensitive information as the year 2000 approaches. Unless modified prior to the
year 2000, such systems may not properly recognize such information and could
generate erroneous data or cause a system to fail to operate properly.
The Company has evaluated its centralized computer systems and has developed a
plan to reach year 2000 compliance. A central feature of the Plan is to convert
most of the centralized systems to a common system which is already in
compliance with year 2000 requirements. The Company is in the process of this
systems conversion and anticipates that the project will be completed in advance
of the year 2000.
The Plan calls for a conversion of certain systems onto the Company's CK/4
System; a system which is designed to be Y2K compliant according to the
representations of the vendor. Those systems which are not converted will be
upgraded by changing individual lines of computer code in order to modify
current operating software such that it will become Y2K compliant.
Under the Plan, the Company will utilize its own personnel and personnel of its
affiliated company, FIC Computer Services, Inc., acquire Y2K compliant operating
software, and engage the assistance of outside consultants to facilitate the
systems conversions and modifications. The Company is in the process of this
systems conversion and anticipates that the project will be completed in advance
of the year 2000. The Company has increased the budget for the implementation
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<PAGE>
and completion of the Plan from the prior years estimate. As of December 31,
1997, the Company had budgeted approximately $470,000 for implementing the Plan.
Based on its current analysis, the Company expects that the cost of implementing
and completing the Plan will result in an after-tax expense of approximately
$587,000 for the three-year (1997 - 1999) conversion period. For the three month
period ended June 30, 1999, the Company has incurred an after-tax expense of
approximately $60,000 in connection with the completion of the Plan. Between
January 1, 1997 and June 30, 1999, the Company has expended approximately 73% of
the three-year expected after-tax cost discussed above. In the event that the
Plan does not achieve full compliance by the target dates, or if unforeseen
matters involving Y2K appear before or after January 1, 2000, the Company will
utilize the staff of FIC Computer Services, Inc. to identify and resolve such
issues as and if they arise.
In order to continuously evaluate the effectiveness of the modifications and
conversions made to the various systems, FIC Computer Services has acquired
testing software to simulate dates on or after January 1, 2000. Additionally,
FIC Computer Services runs the systems through model office cycles and also
conducts visual inspections of screen displays to determine whether the systems
are functioning in a Y2K compliant manner.
As of June 30, 1999, FIC Computer Services, Inc. estimated that it had completed
the necessary conversions and modifications on the administrative systems which
process approximately 69% of the insurance policies for the Company and its
subsidiaries. This included the conversion of the ALIS System (administering
approximately 42,000 active policies) to CK/4 in February, 1998, the System 38
(administering approximately 9,400 active policies) conversion in January, 1997,
the TI System (administering approximately 5,240 active policies) conversion to
CK/4 in July, 1998 and the conversion of the Lifecomm-B system (which is
responsible for approximately 17,000 policies assumed after the acquisition of
State Auto Life) in February,1999. The conversion of the Life 70 system
(administering approximately 15,300 active policies for Investors-IN) was
completed in May, 1999. The conversion of the Lifecomm-A system (administering
approximately 57,140 active policies for Investors-NA) is scheduled for
completion in September of 1999. The modification of one of the Company's
smaller systems which administers approximately 2,320 active credit life
policies was completed on schedule in December 1998. The modification of a
smaller system which administers approximately 15,470 active industrial life
policies was completed in June of 1999.
The various software applications described above are licensed to the Company
under agreements which permit the Company's subsidiaries to process business on
its computer systems utilizing such software.
In 1997, FIC Computer Services, Inc. purchased new mainframe hardware and
accompanying operating software, which the vendor has represented to be Y2K
compliant. FIC Computer Services, Inc. has completed the installation and
testing of such new mainframe hardware and software for compliance with the
requirements of the Year 2000 conversion. In addition, FIC Computer Services has
purchased certain third-party software which is run on the mainframe. This
software has been represented by the vendor as being in compliance with Year
2000 requirements. Testing is currently being done on such third-party software,
which testing is expected to be completed by September 1, 1999. The telephone
system, which includes both PBX and voice mail systems, has been tested by the
maintenance provider for that system and the Company has received assurances
that the telephone system is Y2K compliant.
With respect to non-centralized systems (i.e., desktop computers), the Company
has obtained updated software releases and new hardware designed to be Y2K
compliant according to the representations of the vendors. The Company expects
that the effort needed to correct for Y2K problems on such systems will be less
time intensive than the effort needed to achieve compliance for its centralized
systems. The installation of such new PC hardware and software was commenced in
early 1999 and is expected to be completed by September 1, 1999.
The Company also faces the risk that one or more of its external suppliers of
goods or services ("third party providers") will not be in a position to
properly interact with the Company due to the inability of such third party
provider to resolve its own Y2K issues. Pursuant to the Plan, the Company has
completed an inventory of its third party provider relationships. In order to
assess the Y2K readiness of such third party providers, the Company has
developed and forwarded a detailed questionnaire to such providers. As the
responses to the questionnaires are received, the Company will evaluate the
overall Y2K readiness of its third party provider relationships. However, the
- 18 -
<PAGE>
Company does not have sufficient information at the current time to determine
whether the computer systems of its third party providers will be in compliance
with the Y2K requirements as the year 2000 approaches.
In the event that a major administrative system fails to operate properly due to
the Y2K problem, or the Company does not complete the necessary systems
conversions prior to January 1, 2000, the Company has developed a plan to
respond to such a contingency. FIC Computer Services has assigned certain
personnel to be members of an emergency response team to resolve Y2K operations
problems. Additionally, insurance policies would be administered manually if the
necessary systems conversions were not completed prior to January 1, 2000, or
subsequent Y2K operational problems arise. Manual policy administration would
require additional personnel. If substantial additional personnel become
necessary for manual policy administration, the training and salary expenses of
such personnel could materially affect the Company's business and results of
operations. The Company is not able to estimate the likelihood that manual
administration will be needed or the amount of any expense which it would incur
in connection with such manual administration.
Cautionary Statements for Purposes of the "Safe
Harbor" Provisions of the Private Securities Litigation
Reform Act of 1995
Except for historical factual information set forth in this Management's
Discussion and Analysis, certain statements made in this report are forward
looking and contain information about financial results, economic conditions,
Y2K risks and other risks and known uncertainties. The Company cautions the
reader that actual results could differ materially from those anticipated by the
Company, depending upon the eventual outcome of certain factors, including: (1)
heightened competition for new business, (2) significant changes in interest
rates, (3) adverse regulatory changes affecting the business of insurance and
(4) adverse changes in the Y2K readiness of the Company or its significant third
party providers.
Accounting Developments
In December, 1997, the Accounting Standards Executive Committee issued Statement
of Position ("SOP") 97-3, "Accounting by Insurance and Other Enterprises for
Insurance-Related Assessments", which provides guidance on accounting for
insurance-related assessments. The Company adopted SOP 97-3, effective January
1, 1999. The adoption of SOP 97-3 did not have a material impact on the
Company's results of operations, liquidity or financial position.
In June, 1998, the FASB issued FAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, (collectively referred to as derivatives) and for
hedging activities. FAS No. 133 is applicable to financial statements for all
fiscal quarters of fiscal years beginning after June 15, 2000, as amended by FAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133." The Company does not
have significant investments in derivative financial instruments, the adoption
of FAS No.133 does not have a material impact on the Company's results of
operations, liquidity or financial position.
- 19 -
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
General:
ILCO's principal assets are financial instruments, which are subject to market
risks. Market risk is the risk of loss arising from adverse changes in market
rates and prices, principally interest rates on fixed rate investments. For a
discussion of the Company's investment portfolio and the management of that
portfolio to reflect the nature of the underlying insurance obligations of the
Company's insurance subsidiaries, please refer to the information set forth in
Item 2 "Management's Discussion and Analysis of Financial Conditions and Results
of Operations Investments" of this report.
The following is a discussion of the Company's primary market risk sensitive
instruments. It should be noted that this discussion has been developed using
estimates and assumptions. Actual results may differ materially from those
described below. Further, the following discussion does not take into account
actions which could be taken by management in response to the assumed changes in
market rates. In addition, the discussion does not take into account other types
of risks which may be involved in the business operations of the Company, such
as the reinsurance recoveries on reinsurance treaties with third party insurers.
The primary market risk to the Company's investment portfolio is interest rate
risk. The Company does not use derivative financial instruments.
Interest Rate Risk:
Assuming an immediate increase of 100 basis points in interest rates, the net
hypothetical loss in fair market value related to the financial instruments
segment of the Company's balance sheet is estimated to be $23.8 million at June
30, 1999 and $17.1 million at December 31, 1998. For purposes of the foregoing
estimate, the following categories of the Company's fixed income investments
were taken into account: (i) fixed maturities, including fixed maturities
available for sale, (ii) short-term investments and (iii) notes receivable from
affiliates. The market value of such assets was $652.0 million at June 30, 1999
and $672.6 million at December 31, 1998.
The fixed income investments of the Company include certain mortgage-backed
securities. The market value of such securities was $219.1 million at June 30,
1999 and $250.8 million at December 31, 1998. Assuming an immediate increase of
100 basis points in interest rates, the net hypothetical loss in the fair market
value related to such mortgage-backed securities is estimated to be $12.8
million at June 30, 1999 and $7.1 million at December 31, 1998.
Fixed income investments held in separate accounts have not been included, since
gains and losses on those assets generally accrue to the policyholders. The
hypothetical effect of the interest rate risk on fair values was estimated by
applying a commonly used model. The model projects the impact of interest rate
changes on a range of factors, including duration and potential prepayment.
- 20 -
<PAGE>
INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
Part II. Other Information
Item 1. Legal Proceedings
The Company and Investors-NA are defendants in a lawsuit which was filed in
October, 1996, in Travis County, Texas. CIGNA Corporation, an unrelated Company,
is also a named defendant in the lawsuit. The named plaintiffs in the suit (a
husband and wife), allege that the universal life insurance policies sold to
them by INA Life Insurance Company (a company which was merged into Investors-NA
in 1992) utilized unfair sales practices. The named plaintiffs seek reformation
of the life insurance contracts and an unspecified amount of damages. The named
plaintiffs also seek a class action as to similarly situated individuals. No
certification of a class has been granted as of the date hereof. The Company
believes that the suit is without merit and intends to vigorously defend this
matter.
In August, 1997, another individual filed a similar action in Travis County,
Texas against the corporate entities identified above. The lawsuit involves the
same type of policy and includes allegations which are substantially identical
to the allegations in the first action. The named plaintiff also seeks class
certification. The Company believes that the court would consider class
certification with respect to only one of these actions. The Company also
believes that this action is without merit and intends to vigorously defend this
matter.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held on May 18, 1999. The
matters voted on at the meeting were: (1) the election of directors and
(2) the approval of the Intercontinental Life Corporation 1999 Stock
Option Plan. All of the nominees were reelected as directors, and
Proposal No. 2 was approved by the shareholders.
The voting tabulation as to each nominee was as follows:
Name In Favor Withheld
Bender, Robert 7,485,141 545,616
Demgen, Jeffrey H. 7,485,141 545,616
Fleron, Theodore A. 7,485,141 545,616
Gilcrease, W. Lewis 7,464,949 569,808
Grace, James M. 7,485,141 545,616
Kosson, Richard 7,465,039 569,718
Mitte, Roy F. 7,485,141 545,616
Nash, Elizabeth 7,465,867 568,890
Payne, Dr. Eugene E. 7,485,141 545,616
Pruner, H. Gene 7,467,749 567,008
Schmitt, Steven P. 7,485,141 545,616
The voting tabulation as to Proposal No. 2 was as follows:
In Favor Against Abstain
5,738,348 1,473,294 7,492
Item 5. Other Information
None
- 21 -
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Form 10-K Annual Report of Registrant for the year ended
December 31, 1998 heretofore filed by Registrant with the
Securities and Exchange Commission, which is hereby
incorporated by reference.
(b) Reports on Form 8-K:
Form 8-K dated June 29, 1999 as filed by Registrant with the
Securities and Exchange Commission, which is hereby
incorporated by reference.
- 22 -
<PAGE>
INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERCONTINENTAL LIFE CORPORATION
/s/ James M. Grace
James M. Grace, Treasurer
Date: August 13, 1999
- 23 -
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FOR 10-Q FOR
THE SIX MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<DEBT-HELD-FOR-SALE> 411,463
<DEBT-CARRYING-VALUE> 2,695
<DEBT-MARKET-VALUE> 2,269
<EQUITIES> 2,318
<MORTGAGE> 10,232
<REAL-ESTATE> 11,537
<TOTAL-INVEST> 684,452
<CASH> 9,688
<RECOVER-REINSURE> 20,673
<DEFERRED-ACQUISITION> 33,583
<TOTAL-ASSETS> 1,348,583
<POLICY-LOSSES> 132,994
<UNEARNED-PREMIUMS> 2,110
<POLICY-OTHER> 537,406
<POLICY-HOLDER-FUNDS> 10,730
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,378
<OTHER-SE> 149,049
<TOTAL-LIABILITY-AND-EQUITY> 1,348,583
5,158
<INVESTMENT-INCOME> 25,875
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 1,783
<BENEFITS> 16,594
<UNDERWRITING-AMORTIZATION> 1,215
<UNDERWRITING-OTHER> 8,354
<INCOME-PRETAX> 8,837
<INCOME-TAX> 3,249
<INCOME-CONTINUING> 5,588
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,588
<EPS-BASIC> 0.64
<EPS-DILUTED> 0.64
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
