SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
QUARTERLY REPORT
Under Section 13 or 15 (d) of the Securities Exchange Act of 1934
FOR SIX MONTHS ENDED
June 30, 1999
Commission File: 0-1999
KENTUCKY INVESTORS, INC.
(Exact name of registrant as specified in Charter)
KENTUCKY
(State of Other Jurisdiction of Incorporation or Organization)
61-6030333
(IRS Employer Identification Number)
200 Capital Avenue, P. O. Box 717
Frankfort, Kentucky 40602
(Address of Principal Executive Offices)
Registrant's Telephone Number - (502) 223-2361
Securities registered pursuant to Section 13(g) of the Act:
Common Capital Stock par value $1.00 per share
(Title of Class)
Number of outstanding shares as of June 30, 1999 - 853,734
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 ____
PART I - CONSOLIDATED FINANCIAL STATEMENTS
ITEM 1. The following consolidated statements have been prepared by management
in accordance with generally accepted accounting principles ("GAAP"). In
management's opinion, all adjustments and certain reclassifications necessary
for a fair statement of financial position at June 30, 1999 and December 31,
1998 and the results of operations for the three and six months ended June 30,
1999 and 1998 have been made.
KENTUCKY INVESTORS, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, 1999 December 31, 1998
Assets
Investments
Fixed maturities available-for-sale at
fair value (amortized cost:
1999-$191,131,019; 1998-
$181,886,791) $192,324,585 $193,911,467
Mortgage loans on real estate 14,986,939 16,189,127
Other investments 12,158,423 12,271,613
Total investments $219,469,947 $222,372,207
Cash and cash equivalents 3,318,278 2,514,371
Due and deferred premiums 4,056,339 4,129,967
Deferred acquisition costs 29,254,790 27,288,684
Other assets 8,492,645 8,707,915
Amounts recoverable from reinsurers 26,306,933 23,355,631
$290,898,932 $288,368,775
Liabilities and Stockholders' Equity
Liabilities
Policy liabilities:
Benefit reserves $215,224,527 $207,115,725
Unearned premium reserves 22,428,481 20,069,565
Other policyholders' funds 3,696,570 3,924,918
Total policy liabilities $241,349,578 $231,110,208
Other liabilities 10,385,356 12,562,530
Total liabilities $251,734,934 $243,672,738
Minority Interest in Subsidiary $ 10,903,769 $ 12,471,302
Stockholders' Equity
Common stock (shares issued:1999-853,685;
1998-848,116) $ 853,685 $ 848,116
Paid-in surplus 3,471,824 3,442,248
Accumulated other comprehensive income 1,700,448 6,392,746
Retained earnings 22,234,272 21,541,625
Total stockholders' equity $ 28,260,229 $ 32,224,735
$290,898,932 $288,368,775
See accompanying notes.
KENTUCKY INVESTORS, INC.
Condensed Consolidated Income Statements (Unaudited)
Three Months Ended June 30
1999 1998
REVENUES
Premiums and other considerations $11,803,041 $11,100,540
Investment income, net of expense 3,775,070 3,453,436
Realized gain (loss) on investments, net (166,183) 75,034
Other income 268,075 199,627
Total revenues $15,680,003 $14,828,637
BENEFITS AND EXPENSES
Death and other benefits $ 5,765,252 $ 4,895,966
Guaranteed annual endowments 228,242 233,184
Dividends to policyholders 202,851 114,808
Increase in benefit reserves and
unearned premiums 4,766,079 5,134,348
Amortization of deferred
acquisition costs, net (247,950) 6,915
Commissions 1,612,521 1,326,633
Other insurance expenses 2,338,846 2,148,546
Total benefits and expenses $14,665,841 $13,860,400
Income from operations before Federal
income tax and minority interest
in net income of subsidiary $ 1,014,162 $ 968,237
Provision for income taxes:
Current $ 72,234 $ 104,799
Deferred 272,765 151,401
$ 344,999 $ 256,200
Income from operations before
minority interest in net income
of subsidiary $ 669,163 $ 712,037
Minority interest in net income
of subsidiary $ 183,663 $ 192,820
Net Income $ 485,500 $ 519,217
Earnings per share $ 0.57 $ 0.62
Dividends per share $ 0.00 $ 0.00
KENTUCKY INVESTORS, INC.
Condensed Consolidated Income Statements (Unaudited)
Six Months Ended June 30
1999 1998
REVENUES
Premiums and other considerations $22,674,887 $21,840,302
Investment income, net of expense 7,445,920 6,850,593
Realized gain (loss) on investments, net (149,072) 78,916
Other income 472,310 368,553
Total revenues $30,444,045 $29,138,364
BENEFITS AND EXPENSES
Death and other benefits $11,763,951 $10,540,636
Guaranteed annual endowments 426,076 437,945
Dividends to policyholders 377,433 290,346
Increase in benefit reserves and
unearned premiums 9,246,572 9,342,962
Amortization of deferred
acquisition costs, net (872,631) 30,110
Commissions 3,037,880 2,562,277
Other insurance expenses 4,436,811 4,196,573
Total benefits and expenses $28,416,092 $27,400,849
Income from operations before Federal
income tax and minority interest
in net income of subsidiary $ 2,027,953 $ 1,737,515
Provision for income taxes:
Current $ 123,227 $ 180,845
Deferred 542,164 268,880
$ 665,391 $ 449,725
Income from operations before
minority interest in net income
of subsidiary $ 1,362,562 $ 1,287,790
Minority interest in net income
of subsidiary $ 367,583 $ 358,600
Net Income $ 994,979 $ 929,190
Earnings per share $ 1.17 $ 1.11
Dividends per share $ 0.38 $ 0.38
See accompanying notes.
KENTUCKY INVESTORS, INC.
Condensed Consolidated Statements of Cash Flow (Unaudited)
Six Months Ended June 30
1999 1998
Net cash provided by operating activities $ 10,697,789 $ 11,007,835
Investing activities
Securities available-for-sale:
Purchases $(22,954,206) $(13,834,470)
Sales and maturities 13,694,758 3,681,959
Other investments:
Cost of acquisition (1,101,415) (1,494,058)
Sales and maturities 2,479,099 970,055
Other investing activities (131,127) (65,536)
Net cash used by investing activities $(8,012,891) $(10,742,050)
Financing Activities
Receipts from universal life policies
credited to policyholder
account balances $ 1,964,605 $ 2,465,133
Return of policyholder account
balances on universal
life policies (3,578,409) (3,034,901)
Other financing activities (267,187) (224,031)
Net cash used by financing activities $(1,880,991) $ (793,799)
Increase (decrease) in cash and cash
equivalents $ 803,907 $ (528,014)
Cash and cash equivalents at beginning
of period 2,514,371 2,939,453
Cash and cash equivalents at end of period $ 3,318,278 $ 2,411,439
See accompanying notes.
KENTUCKY INVESTORS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
NOTE A - Nature of Operations: Kentucky Investors, Inc. (Kentucky Investors) is
a holding company with a majority interest in Investors Heritage Life Insurance
Company (Investors Heritage), and a total interest in Investors Heritage
Printing, Inc., a printing company and Investors Heritage Financial Services
Group, Inc., an insurance marketing company. The operations of Kentucky
Investors are principally that of its life insurance company, Investors
Heritage. The operations of the non-insurance subsidiaries of Kentucky
Investors account for less than 1% of the Company's total operations.
Investors Heritage's operations involve the sale and administration of various
insurance and annuity products, including, but not limited to, participating,
non-participating, whole life, limited pay, universal life, annuity contracts,
credit life, credit accident and health and group insurance policies. The
principal markets for Investors Heritage products are in the Commonwealths of
Kentucky and Virginia, and the states of North Carolina, South Carolina, Ohio,
Indiana, Florida, Tennessee, Illinois, Georgia, West Virginia and Texas.
NOTE B - Basis of Presentation: The accompanying unaudited condensed
consolidated financial statements of Kentucky Investors and subsidiaries have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six months ended June 30, 1999, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto for the year ended December 31, 1998,
included in the Company's Annual Report on Form 10-K.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
NOTE C - Earnings per Share: Earnings per share of common stock were computed
based on the weighted average number of common shares outstanding during each
period. The number of shares used in this computation for Kentucky Investors is
849,466 and 840,156 for June 30, 1999 and 1998, respectively.
NOTE D - Segment Data: Investors Heritage operates in four segments as shown in
the following table. All segments include both individual and group insurance.
Identifiable revenues and expenses are assigned directly to the applicable
segment. Net investment income is generally allocated to the insurance and the
corporate segments in proportion to policy liabilities and stockholders' equity,
respectively. Corporate segment results for the parent company, Investors
Heritage Printing, Inc., and Investors Heritage Financial Services Group, after
elimination of intercompany amounts, are presented.
June 30, 1999 June 30, 1998
Revenues:
Preneed & Burial Products $22,647,434 $21,005,179
Traditional & Universal Life
Products 6,833,436 7,030,213
Credit Insurance Products &
Administrative Services 135,868 129,782
Corporate & Other 827,307 973,190
$30,444,045 $29,138,364
Pre-Tax Income from Operations:
Preneed & Burial Products $ 1,657,377 $ 1,206,070
Traditional & Universal Life
Products 397,856 366,490
Credit Insurance Products &
Administrative Services (44,154) (61,484)
Corporate & Other 16,874 226,439
$ 2,027,953 $ 1,737,515
NOTE E - Federal Income Taxes: Current taxes are provided based on estimates of
the projected effective annual tax rate. Deferred taxes reflect the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes.
NOTE F _ Comprehensive Income: The components of comprehensive income (loss),
net of related tax, are as follows:
Three Months Ended
June 30, 1999 June 30, 1998
Net income $ 485,500 $ 519,217
Net unrealized gains (losses) on
available-for-sale securities (2,546,786) 680,233
Comprehensive income (loss) $(2,061,286) $ 1,199,450
Six Months Ended
June 30, 1999 June 30, 1998
Net income $ 994,979 $ 929,190
Net unrealized gains (losses) on
available-for-sale securities (4,692,298) 895,998
Comprehensive income (loss) $(3,697,319) $ 1,825,188
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
Kentucky Investors, Inc. (the "Company") is incorporated under the laws of the
Commonwealth of Kentucky and is the holder of the majority interest in Investors
Heritage Life Insurance Company ("Investors Heritage") which is a life insurance
company also incorporated under the laws of the Commonwealth of Kentucky. In
addition, the Company wholly owns Investors Heritage Financial Services Group,
Inc. ("FSG"), an insurance marketing company that was formed in 1994, and
Investors Heritage Printing, Inc. ("IHP"), a printing company that provides
printing to the Insurance Company and other unaffiliated parties.
Investors Heritage offers a full line of life insurance products including, but
not limited to, whole life, term life, single premium life, multi-pay life and
annuities. Investors Heritage's primary lines of business are insurance policies
and annuities utilized to fund preneed funeral contracts, credit life and credit
disability insurance, and term life and reducing term life sold through
financial institutions. During 1998 Investors Heritage introduced the Legacy
2000 Series of products to the preneed funeral market. The Company's operating
earnings are derived primarily from revenues generated from the sale of these
products by Investors Heritage, plus the Company's investment results, including
realized gains (losses), less interest credited, benefits to policyholders and
expenses.
While the Company continues to expand the operations of FSG and IHP, less than
1% of the Company's total operations were generated by those subsidiaries. As
expected, more than 10% of FSG's revenues during the second quarter of 1999 were
derived from the sale of the Investors Heritage's credit insurance products.
The Company received a dividend of $117,000 during the second quarter from FSG
and anticipates further dividends to be paid by FSG during the third and fourth
quarters in 1999. The Company anticipates a small dividend to be declared and
paid by IHP during 1999.
The Company's primary uses of cash are operating expenses and dividend payments,
and the Company's principal source of cash is the dividend paid to it by
Investors Heritage. Therefore, the remainder of the discussion will deal with
the financial condition and results of operations of Investors Heritage.
Investments, Liquidity and Capital Resources
Premiums, which include mortality and expense charges, and investment income are
Investors Heritage's primary sources of cash flow used to meet short-term and
long-term cash requirements.
Investors Heritage's short-term obligations consist primarily of policyholder
benefits and operating expenses. Investors Heritage has historically been able
to meet these obligations out of operating cash, premiums and investment income.
Management is not aware of any commitments or unusual events that could
materially affect capital resources. Neither the Company nor Investors Heritage
has any long-term or short-term external debt. However, the Company and
Investors Heritage will continue to explore various opportunities including
corporate reorganizations, acquisitions and purchasing blocks of business from
other companies, which may dictate a need for either long-term or short-term
debt.
Investors Heritage has maintained a sound, conservative investment strategy. At
June 30, 1999, 86.9% of invested assets consisted of fixed income public bonds
compared to 86.4% at December 31, 1998. Fixed income assets are managed by
Charter Oak Capital Management, Inc., an independent portfolio manager.
Additionally, Investors Heritage also engages in commercial and residential
mortgage lending with approximately 92% of these investments being in commercial
properties. All mortgage loans are originated in-house and all loans are secured
by first mortgages on the real estate. At June 30, 1999, 6.8% of invested
assets consisted of mortgage loans compared to 7.2% at December 31, 1998.
$1,848,000 of the decrease is due to the early pay-off of several mortgage loans
as a result of the sale or refinancing of the property. New mortgage loans made
the first six months of 1999 totaled $1,070,000. Management anticipates funding
several new mortgage loan investments during the remainder of 1999 to maintain a
similar or slightly higher percentage of mortgage loans to total invested
assets.
Investors Heritage's conservative approach in the product development area and
the strength and stability of its fixed income and mortgage loan portfolios
provide adequate liquidity both in the short-term and the long-term. At June 30,
1999 Investors Heritage's fixed income investments were 100% investment grade as
rated by Standard & Poor's, unchanged from December 31, 1998. None of Investors
Heritage's fixed income assets are in default and there has been no material
change in the distribution of its fixed income portfolio.
Investors Heritage's principal long-term obligations are fixed contractual
obligations incurred in the sale of its life insurance products. The premium
charged for these products are based on conservative and actuarially sound
assumptions as to mortality, persistency and interest. Investors Heritage
believes these assumptions will produce revenues sufficient to meet its future
contractual benefit obligations and operating expenses, and provide an adequate
profit margin.
Results of Operations
Total premium income (net of reinsurance) increased 6.3% when compared to the
second quarter of 1998 and increased 3.8% for the first six months of 1999 when
compared to the same period in 1998. (For further explanation, see "Business
Segments" below). Net investment income for the second quarter 1999 compared to
the second quarter of 1998 increased 9.2% and increased 8.5% for the first six
months of 1999 over the first six months of 1998. This is due primarily to the
increase in the asset base of Investors Heritage. Overall Revenue for the
second quarter of 1999 increased 5.5% when compared to the second quarter of
1998 and for the first six months of 1999 increased 4.3% when compared to the
same period in 1998.
Total Benefits and Expenses were 5.5% higher in the second quarter of 1999 when
compared to the same quarter of 1998 and 3.6% higher for the first six months of
1999 when compared to the same period in 1998. The primary reasons for this
increase are (1) increased sales of Preneed and Burial Products combined with a
change in the commission structure which generates higher first year
commissions, and (2)higher than projected claims for the first four months of
1999. These claims have been analyzed revealing no particular anti-selection.
Claims improved from previous levels during May and June, 1999.
Business Segments
Management internally evaluates the performance of Investors Heritage operations
by the following business segments:
Preneed & Burial Products includes both life and annuity products sold by
funeral directors or affiliated agents to fund prearranged funerals. Revenues
for this segment were 7.8% higher for the first six months of 1999 when
compared to the same period of 1998. The increase is due to increased sales
of the Company's Legacy 2000 Series of Preneed and Burial Products used in the
pre-arranged funeral and final expense markets and the Net Investment Income
associated with those products. Pre-Tax Income from Operations during the
first six months 1999 was 37.4% higher than the comparable period for 1998
due primarily to higher than anticipated sales of non-single premium Legacy
2000 Series products combined with the new commission structure on those
products. The Company plans to continue its expansion of territory and
recruitment of agents in the Preneed and Burial insurance market.
Traditional & Universal Life Products include traditional life and group life
insurance products, annuities (primarily qualified) and universal life products.
Revenues for this segment were 2.8% lower for the first six months of 1999 when
compared to the first six months of 1998. Pre-Tax Income from Operations for
the first six months of 1999 was 8.6% higher than the comparable period for 1998
primarily due to significantly lower claims in universal life products.
Credit Insurance Products & Administrative Services include the marketing and
administration of credit life and credit accident & health insurance products.
Revenues were 4.7% higher and Pre-tax income has improved 28.2% for the first
six months of 1999 when compared to the first six months of 1998 primarily due
to the reduction in the run-off of a closed block of credit business combined
with increased service fees on new credit business. All of the related
underwriting risk currently produced is being reinsured 100% with highly-rated
life insurance companies.
Corporate & Other consists of corporate accounts measured primarily by
stockholders' paid-in capital, contributed surplus, earned surplus, property and
equipment, investments in affiliates and other minor business lines which
include group annuities and group and individual accident and health products.
Revenues were 22.1% lower for the first six months of 1999 when compared to the
same period of 1998. Pre-Tax Income was 114.95% lower for the first six months
of 1999 when compared to the first six months of 1998. The decreases in
Revenues and Pre-Tax Income are primarily due to realized capital losses during
the second quarter of 1999 and the continued run-off of a closed block of group
accident and health insurance and claims associated with that block.
Federal Income Taxes
Current taxes are provided based on estimates of the projected effective annual
tax rate. Deferred taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The effective tax rate
was 28% at June 30, 1999 compared to 21% for June 30, 1998. The increase in the
effective tax rate is due primarily to the reduced benefit of the small life
insurance company deduction resulting from an increase in net income.
Year 2000 Compliance
The Year 2000 issue is the result of computer programs being written using 2-
digits rather than 4-digits to define the applicable year. Any computer program
that has time sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculation causing disruption of operations, including, among other things,
a temporary inability to process transactions, send invoices, or engage in
similar normal business activities.
Investors Heritage and the Company recognized the Year 2000 Issue in 1988 and
began working on a solution at that time. The Company relies on Investors
Heritage's systems and Investors Heritage's expertise to provide Year 2000
compliance. The Investors Heritage Information Systems Department has worked
diligently to make modifications to existing software so that the Year 2000
Issue will not pose significant operational problems for its computer systems.
As of year end 1995, Investors Heritage's systems were in full compliance with
all Year 2000 Issue requirements and it is anticipated that there will be no
exposure to contingencies related to the Year 2000 Issue for the products it has
sold. The cost to implement system changes related to the Year 2000 issue has
been nominal.
Although Investors Heritage does not anticipate any major interruption of
business activities, that will be dependent, in part, upon the activities of
third parties. Management has initiated formal communications with all of its
significant reinsurers, vendors, and financial institutions and has been advised
that all are either in full compliance or anticipated being in full compliance
prior to June 30, 1999, with the exception of the utility that supplies power to
Investors Heritage and the Company which anticipates having critical systems
Year 2000 ready by September 30, 1999. Even though Investors Heritage has
assessed and continues to assess third party issues, it has no direct ability to
influence the compliance actions of such parties. Accordingly, there can be no
guarantee that the systems of other companies on which Investors Heritage relies
will be Year 2000 compliant, leading to an adverse effect on future operating
results of Investors Heritage and the Company.
Forward Looking Information
The Company cautions readers regarding certain forward-looking statements
contained in this report and in any other statements made by, or on behalf of,
the Company, whether or not in future filings with the Securities and Exchange
Commission (the "SEC"). Forward-looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results, or other developments. Statements using verbs such as
"expect," "anticipate," "believe" or words of similar import generally involve
forward-looking statements. Without limiting the foregoing, forward-looking
statements include statements which represent the Company's beliefs concerning
future levels of sales and redemptions of Investors Heritage's products,
investment spreads and yields, or the earnings and profitability of the
Company's or Investors Heritage's activities.
Forward-looking statements are necessarily based on estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control
and many of which are subject to change. These uncertainties and contingencies
could cause actual results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company. Whether or
not actual results differ materially from forward-looking statements may depend
on numerous foreseeable and unforeseeable factors and developments. Some of
these may be national in scope, such as general economic conditions, changes in
tax law and changes in interest rates. Some may be related to the insurance
industry generally, such as pricing competition, regulatory developments,
industry consolidation and the effects of competition in the insurance business
from other insurance companies and other financial institutions operating in the
Company's market area and elsewhere. Others may relate to the Company
specifically, such as credit, volatility and other risks associated with the
Company's investment portfolio. The Company cautions that such factors are not
exclusive. The Company disclaims any obligation to update forward-looking
information.
PART II _ OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not involved in any legal proceedings. From time to time
Investors Heritage is involved in litigation relating claims arising out of its
operations in the normal course of business. As of August 9, 1999, Investors
Heritage is not a party to any legal proceedings, the adverse outcome of which,
in management's opinion, individually or in the aggregate, would have a material
adverse effect on Investors Heritage's or the Company's financial condition or
results of operations.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of the stockholders was held May 13, 1999 at 11:00 a.m.
the purpose of the meeting was to elect directors.
(b) Three (3) directors were elected to hold office for a term of three (3)
years or until their successors are duly elected and qualified.
The following individuals were elected for a term of three (3) years and the
number of votes cast was as follows:
Gordon Duke _ Number of Votes Cast FOR _ 738,573; WITHHELD - 390
Robert M. Hardy, Jr. _ Number of Votes Cast FOR _ 738,373; WITHHELD - 590
Harry Lee Waterfield II _ Number of Votes Cast FOR _ 738,403; WITHHELD - 560
The other directors whose terms will continue after the meeting are:
H. Glenn Doran
Jerry F. Howell
Dr. Jerry F. Howell, Jr.
David Reed
Helen S. Wagner
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Definitive Proxy Statements and Annual Reviews were filed with the
Securities and Exchange Commission.
(b) There were no reports filed on Form 8-K during the quarter ended June 30,
1999.
(c) Exhibit 27 - Financial Data Schedule.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KENTUCKY INVESTORS, INC.
/s/
BY: HARRY LEE WATERFIELD II
PRESIDENT
DATE: August 13, 1999
/s/
BY: JIMMY R. MCIVER
TREASURER
DATE: August 13, 1999
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