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 March 31, 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: 8,791,516
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INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
INDEX
Page No.
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 1999 and December 31, 1998.................................... 3
Consolidated Statements of Income
For the three month periods ended
March 31, 1999 and 1998................................................. 5
Consolidated Statements of Cash Flows
For the three month periods ended
March 31, 1999 and 1998 ................................................ 6
Notes to Consolidated Financial Statements................................... 8
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of Operations..........................10
Item 3. Quantitative and Qualitative Disclosures
About Market Risk...................................................... 17
Part II
Other Information............................................................19
Signature Page...............................................................20
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INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
(Unaudited)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities, at amortized
cost (market value approximates
$2,838 and $3,059 at March 31,
1999 and December 31, 1998) $ 2,813 $ 3,005
Fixed maturities available for sale,
at market value (amortized cost
$415,629 and $435,130 at March 31,
1999 and December 31, 1998) 428,633 450,149
Equity securities, at market value
(cost approximates $338 at March 31,
1999 and December 31, 1998) 2,362 3,121
Policy loans 53,105 53,614
Mortgage loans 10,286 10,332
Invested real estate and other invested
assets 10,275 10,025
Short-term investments 192,273 171,840
---------- ----------
Total investments 699,747 702,086
Cash and cash equivalents 8,730 12,206
Notes receivable from affiliates 46,108 47,645
Accrued investment income 8,094 7,768
Agent advances and other receivables 21,721 20,753
Reinsurance receivables 19,999 18,847
Property and equipment, net 3,520 3,470
Deferred policy acquisition costs 32,729 31,953
Present value of future profits of
acquired businesses 42,746 43,666
Other assets 12,839 10,643
Separate account assets 450,063 451,211
---------- ----------
Total Assets $ 1,346,296 $ 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 BALANCE SHEETS, Continued
(in thousands of dollars)
<TABLE>
<CAPTION>
March 31, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998
(Unaudited)
<S> <C> <C>
Liabilities:
Policy liabilities and contractholder
deposit funds:
Future policy benefits $ 134,651 $ 135,463
Contractholder deposit funds 542,552 545,908
Unearned premiums 2,115 2,124
Other policy claims and benefits payable 9,793 10,856
---------- ----------
689,111 694,351
Other policyholders' funds 3,103 3,056
Deferred federal income taxes 29,306 30,185
Other liabilities 22,420 20,127
Separate account liabilities 446,916 448,294
---------- ----------
Total Liabilities 1,190,856 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, 8,791,516 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 9,735 11,571
Retained earnings 142,130 140,356
---------- ----------
158,688 157,497
Common treasury stock, at cost, 2,015,962 and
1,009,033 in 1999 and 1998, respectively (3,248) (3,262)
---------- ----------
Total Shareholders' Equity 155,440 154,235
---------- ----------
Total Liabilities and Shareholders' Equity $ 1,346,296 $ 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
March 31,
1999 1998
<S> <C> <C>
Revenues:
Premium $ 2,548 $ 3,098
Net investment income 12,915 13,955
Earned insurance charges 10,062 10,297
Other 745 522
--------- ---------
26,270 27,872
--------- ---------
Benefits and expenses:
Policyholder benefits and expenses 8,022 10,356
Interest expense on contract holders
deposit funds 7,880 7,230
Amortization of present value of future
profits of acquired businesses 920 1,326
Amortization of deferred policy
acquisition costs 584 448
Operating expenses 4,189 4,054
Interest expense 0 275
--------- ---------
21,595 23,689
--------- ---------
Income from operations 4,675 4,183
Provision for federal income taxes 1,714 1,464
--------- ---------
Net income $ 2,961 $ 2,719
========== =========
Net income per share:
Basic:
Weighted average common stock
outstanding 8,791 8,686
Basic earnings per share $ 0.34 $ 0.32
========== =========
Diluted:
Common stock and common stock equivalents 8,786 8,786
Diluted earnings per share $ 0.34 $ 0.31
========== =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
CASH FLOWS FROM OPERATING 1999 1998
ACTIVITIES
<S> <C> <C>
Net Income $ 2,961 $ 2,719
Adjustments to reconcile net income to
net cash used in
operating activities:
Amortization of present value of future
profits of acquired businesses 920 1,326
Amortization of deferred policy
acquisition costs 584 448
Depreciation 109 123
Financing costs amortized -0- 31
Changes in assets and liabilities:
Increase in accrued investment income (326) (413)
(Increase) decrease in agent advances and
other receivables (2,120) 1,304
Policy acquisition costs deferred (1,360) (1,338)
Decrease in policy liabilities and
contractholder deposit funds (5,240) (10,286)
Increase in other policyholders' funds 47 74
Increase (decrease) in other liabilities 2,293 (1,689)
Decrease in deferred federal income taxes (879) (775)
Increase in other assets (2,196) (6,045)
Other, net (1,079) (1,187)
--------- ---------
Net cash used in operating activities $ (6,286) $(15,708)
--------- ---------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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INTERCONTINENTAL LIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
CASH FLOWS FROM INVESTING 1999 1998
ACTIVITIES
<S> <C> <C>
Investments purchased $ (11,250) $ (25,589)
Proceeds from sales and maturities of
investments 33,055 18,107
Net change in short-term investments (20,433) 22,060
Purchases & retirements of equipment (159) 126
Decrease in notes receivable
from affiliates 1,537 1,536
----------- ---------
Net cash provided by investing activities 2,750 16,240
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 60 41
---------- ---------
Net cash provided by financing activities 60 41
---------- ---------
Net (decrease) increase in cash and
cash equivalents (3,476) 573
Cash and cash equivalents, beginning
of year 12,206 9,041
--------- ---------
Cash and cash equivalents, end of year $ 8,730 $ 9,614
========= =========
</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.
New Accounting Pronouncements
In June 1997, the FASB issued Statement of Financial Accounting Standard (FAS)
No. 130, "Reporting Comprehensive Income." The new standard, which is effective
for financial statements issued for periods ending after December 15, 1997,
established standards for reporting, in addition to net income, other
comprehensive income and its components including, as applicable, foreign
currency income, minimum pension liability adjustments and unrealized gains and
losses on certain investments in debt and equity securities. Upon adoption, the
Company is also required to reclassify financial statements for earlier periods
provided for comparative purposes. The Company adopted this standard in the
first quarter of 1998. Total comprehensive income for the three months ended
March 31, 1999 and March 31, 1998 is $1.1 million and $672 thousand,
respectively.
The following is a reconciliation of total accumulated other comprehensive
income from December 31, 1998 to March 31, 1999 (in thousands):
<TABLE>
<CAPTION>
Net unrealized Net Total
gain on appreciation accumulated
investments (depreciation) other
in fixed of equity comprehensive
maturities securities income
available for
sale
<S> <C> <C> <C>
Balance at December 31, 1998 $ 9,762 $ 1,809 $ 11,571
Current period change (1,309) (527) (1,836)
---------- ---------- -----------
Balance at March 31, 1999 $ 8,453 $ 1,282 $ 9,735
========== ========== ===========
</TABLE>
-8-
<PAGE>
New Accounting Pronouncements, continued
In June 1997, the FASB issued FAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which establishes standards for reporting
information about operating segments. Generally, FAS 131 requires that financial
information be reported on the basis that is used internally for evaluating
performance. The Company adopted FAS 131 effective January 1, 1998, and
comparative information for earlier years will be restated. The Company is
principally engaged, through its subsidiaries, in administering existing
portfolios of individual life insurance and annuity products. The Company's
insurance subsidiaries are also engaged in the business of marketing and
underwriting individual life insurance and annuity products in 49 states and the
District of Columbia. Such products are marketed through independent,
non-exclusive general agents. Management considers the Company's insurance
operations to constitute one reportable segment. Premium revenues for
traditional insurance products and earned insurance charges on universal life
and annuity products are presented in the accompanying consolidated statements
of income. No single customer accounts for 10 percent or more of the Company's
revenue. The Company has no foreign operations.
In February 1998, the FASB issued FAS No. 132, "Employers Disclosures about
Pensions and Other Postretirement Benefits," which revises current disclosure
requirements for employers' pension and other retiree benefits. FAS 132 does not
change the measurement or recognition of pension or other postretirement benefit
plans. The Company adopted FAS 132 effective January 1, 1998, with the effect of
such adption to be reflected in year-end financial statements. The adoption of
FAS No. 132 did not have a material impact on the Company's results of
operations, liquidity or financial position.
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 is adopted SOP 97-3 effective January
1, 1999. The adoption of SOP97-3 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 is applicable to financial statements for all fiscal
quarters of fiscal years beginning after June 15, 1999. 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 three-month period ended March 31, 1999, InterContinental Life
Corporation's ("ILCO") net income was $2,961,000 (basic earnings of $0.34 per
common share, or diluted earnings of $0.34 per common share) as compared to
$2,719,000 (basic earnings of $ 0.32 per common share, or diluted earnings of
$0.31 per common share) in the first three 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 three-month period ended March 31, 1999, the Company's income before
federal income taxes was $4,675,000 on revenues of $26,270,000 as compared to
income of $4,183,000, on revenues of $27,872,000 for the first three months of
1998.
Earnings per share for the three-month period ended March 31, 1999 includes
$230,121 resulting from investment income received on amounts invested by
Investors Life Insurance Company of North America to "seed" two divisions of a
variable annuity separate account which it sponsors.
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 three months of 1999 was $2.5
million, as compared to $3.1 million for the first three months of 1998.
Reinsurance premiums ceded were $0.7 million for the first three months of 1999,
as compared to $0.8 million in the first three months of 1998.
Earned insurance charges for the three-month period ended March 31, 1999 were
$10.1 million, as compared to $10.3 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 three months of 1999,
as compared to $0.28 million for the first three months of 1998.
As of March 31, 1999, the market value of the fixed maturities available for
sale segment was $428.6 million as compared to an amortized cost of $415.6
million, or an unrealized gain of $13.0 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 ($8.5 million at March 31, 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 March 31, 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
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<PAGE>
5.77%, as compared to 6.30% in the 1998 period. The lapse rate with respect to
traditional (non-universal) life insurance policies decreased slightly from the
levels experienced in the first quarter of 1998. The rate for the three-month
period ended March 31, 1999 was 8.38%, as compared to 8.93% 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 March 31, 1999, the outstanding principal balance of the
Surplus Debentures was $4.2 million and $8.0 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 March 31, 1999,
the statutory surplus of Investors-NA was $65.4 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
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or (ii) the insurer's net gain from operations for the previous year. As of
March 31, 1999, Investors-NA had earned surplus of $37.4 million. Since the law
applies only to dividend payments, the ability of Investors-NA to make principal
and interest payments under the Surplus Debentures is not affected. ILCO does
not anticipate that Investors-NA will have any difficulty in making principal
and interest payments on the Surplus Debentures.
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
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 $18.6 million at March 31, 1999.
ILCO's net cash flow used in operating activities was $6.3 million for the three
month period ended March 31, 1999, as compared to $15.7 million for the first
three 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 March 31, 1999, the book value of the Company's investment assets totaled
$699.7 million, as compared to $677.4 million as of March 31, 1998. Total assets
as of March 31, 1999 ($1.35 billion) increased slightly from the level as of
March 31, 1998 ($1.33 billion).
The level of short-term investments at March 31, 1999 was $192.2 million, as
compared to $142.6 million at March 31, 1998.
Invested real estate and other invested assets increased from $1.2 million at
March 31, 1998 to $10.3 million as of March 31, 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 March 31,
1999 was $428.6 million. The amortized cost of the fixed maturities available
for sale segment as of March 31, 1999 was $415.6 million, representing a net
unrealized gain of $13.0 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
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 $200.6 million and
mortgage-backed pass-through securities of $29.6 million at March
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<PAGE>
31, 1999. Mortgage-backed pass-through securities, sequential CMOs and support
bonds, which comprised approximately 49.9% of the book value of the Company's
mortgage-backed securities at March 31, 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 51.1% and sequential and support
classes represented approximately 36.0% of the book value of the Company's
mortgage-backed securities at March 31, 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 quarter 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 March 31, 1999, included a non-material amount ( 0.60 % 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 March 31, 1998, the
comparable percentage was 0.70%. Of these non-investment grade investments,
0.50% are concentrated in the medium quality (or "3") category, with 0.10%
receiving an NAIC rating of "4" (low quality) and none with a rating lower than
"4".
The consolidated balance sheets of the Company as of March 31, 1999 include
$46.1 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
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
- 13 -
<PAGE>
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
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 March 31, 1999, the Company has incurred an after-tax expense of
approximately $114,400 in connection with the completion of the Plan. Between
January 1, 1997 and March 31, 1999, the Company has expended approximately 70.2%
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.
-14-
<PAGE>
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 March 31, 1999, FIC Computer Services, Inc. estimated that it had
completed the necessary conversions and modifications on the administrative
systems which process approximately 66 % 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 18,000 policies assumed after the
acquisition of State Auto Life) in February,1999. The conversion of the Life 70
system (administering approximately 15,507active policies for Investors-IN) is
scheduled for completion in May, 1999. The conversion of the Lifecomm-A system
(administering approximately 60,260 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 2,570 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 is scheduled for completion 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
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.
- 15 -
<PAGE>
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 February 1997, the Financial Accounting Standards Board (FASB) issued
Financial Accounting Standard (FAS) No. 128, "Earnings Per Share," which revises
the standards for computing earnings per share previously prescribed by APB
Opinion No. 15, "Earnings Per Share." The Statement 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 reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
converted or exercised. The Statement requires dual presentation of basic and
diluted earnings per share on the face of the income statement for all entities
with potential dilutive securities outstanding. The Statement also requires a
reconciliation of the numerator and denominator of the basic earnings per share
computation to the numerator and denominator of the diluted earnings per share
computation. The Statement is effective for interim and annual periods ending
after December 15, 1997. The Company adopted FAS No. 128 in its annual financial
statements for the year ended December 31, 1997.
In June, 1997, the FASB issued FAS No. 130, "Reporting Comprehensive Income",
which establishes standards for reporting and display of comprehensive income
and its components in a financial statement with the same prominence as other
financial statements. Total comprehensive income is required to be reported in
condensed interim financial statements. Comprehensive income is defined as net
income adjusted for changes in stockholders' equity resulting from events other
than net income or transactions related to an entity's capital instruments. The
Company adopted FAS 130 effective January 1, 1998, with reclassification of
financial statements for earlier years.
In June 1997, the FASB issued FAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which establishes standards for reporting
information about operating segments. Generally, FAS 131 requires that financial
information be reported on the basis that is used internally for evaluating
performance. The Company adopted SFAS 131 for the year ended December 31, 1998.
The Company is principally engaged, through its subsidiaries, in administering
existing portfolios of individual life insurance and annuity products. The
Company's insurance subsidiaries are also engaged in the business of marketing
and underwriting individual life insurance and annuity products in 49 states and
the District of Columbia. Such products are marketed through independent,
non-exclusive general agents. Management considers the Company's insurance
operations to constitute one reportable segment. Premium revenues for
traditional insurance products and earned insurance charges on universal life
and annuity products are presented in the accompanying consolidated statements
of income. No single customer accounts for 10 percent or more of the Company's
revenue. The Company has no foreign operations.
In February, 1998, the FASB issued FAS No. 132, "Employers' Disclosures About
Pensions and Other
- 16 -
<PAGE>
Postretirement Benefits", which revises current disclosure requirements for
employers' pension and other retiree benefits. FAS No. 132 does not change the
measurement or recognition of pension or other postretirement benefit plans. The
Company adopted FAS No. 132 effective January 1, 1998, with restatement of
disclosures for earlier years. The adoption of FAS No. 132 did not have a
material impact on the Company's results of operations, liquidity or financial
position.
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, 1999. As the Company
does not have significant investments in derivative financial instruments, the
adoption of FAS 133 does not have a material impact on the Company's results of
operations, liquidity or financial position.
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 $23.3 million at March
31, 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 $669.8 million at March 31, 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 $237.8 million at March 31,
1999 and $250.8 million at December 31, 1998. Assuming an
- 17 -
<PAGE>
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 March 31, 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.
- 18 -
<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
None
Item 5. Other Information
None
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:
None
- 19 -
<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: May 14, 1999
- 20 -
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q FOR
THE THREE MONTHS ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<DEBT-HELD-FOR-SALE> 428,633
<DEBT-CARRYING-VALUE> 2,813
<DEBT-MARKET-VALUE> 2,838
<EQUITIES> 2,362
<MORTGAGE> 10,286
<REAL-ESTATE> 10,275
<TOTAL-INVEST> 699,747
<CASH> 8,730
<RECOVER-REINSURE> 19,999
<DEFERRED-ACQUISITION> 32,729
<TOTAL-ASSETS> 1,346,296
<POLICY-LOSSES> 134,651
<UNEARNED-PREMIUMS> 2,115
<POLICY-OTHER> 542,552
<POLICY-HOLDER-FUNDS> 9,793
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,378
<OTHER-SE> 153,062
<TOTAL-LIABILITY-AND-EQUITY> 1,346,296
2,548
<INVESTMENT-INCOME> 12,915
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 745
<BENEFITS> 8,022
<UNDERWRITING-AMORTIZATION> 584
<UNDERWRITING-OTHER> 4,189
<INCOME-PRETAX> 4,675
<INCOME-TAX> 1,714
<INCOME-CONTINUING> 2,961
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,961
<EPS-PRIMARY> 0.34
<EPS-DILUTED> 0.34
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
