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 THE QUARTERLY PERIOD ENDED
June 30, 2000
Commission File Number: 0-1999
KENTUCKY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
KENTUCKY
(State or 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) (Zip Code)
Registrant's telephone number, including area code - (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, 2000 - 1,149,502.72
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. FINANCIAL STATEMENTS. The following consolidated financial statements
have been prepared by management in accordance with accounting principles
generally accepted in the United States ("GAAP"). In management's opinion, all
adjustments and certain reclassifications necessary for a fair statement of
financial position at June 30, 2000 and December 31, 1999 and the results of
operations for the six months ended June 30, 2000 and 1999 have been made.
KENTUCKY INVESTORS, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, 2000 December 31, 1999
Assets
Investments
Fixed maturities available-for-sale at
fair value (amortized cost:
2000-$203,135,611; 1999-
$198,948,096) $198,773,688 $195,009,506
Mortgage loans on real estate 20,517,422 17,795,599
Other investments 11,364,285 11,309,144
Total investments $230,655,395 $224,114,249
Cash and cash equivalents 2,986,789 2,428,652
Due and deferred premiums 4,706,125 4,440,484
Deferred acquisition costs 23,996,109 23,341,062
Present value of future profits 600,437 0
Other assets 14,777,446 8,250,136
Amounts recoverable from reinsurers 69,581,477 28,640,627
$347,303,778 $291,215,210
Liabilities and Stockholders' Equity
Liabilities
Policy liabilities
Benefit reserves $281,497,065 $226,449,401
Unearned premium reserves 24,295,920 24,163,694
Other policyholders' funds 3,981,787 3,843,000
Total policy liabilities $309,774,772 $254,456,095
Other liabilities 6,491,745 5,730,240
Total liabilities $316,266,517 $260,186,335
Stockholders' Equity
Common stock (shares issued:
2000-1,149,503; 1999-1,154,880) $ 1,149,503 $ 1,154,880
Paid-in surplus 8,341,998 8,499,592
Accumulated other comprehensive loss (2,826,196) (2,313,784)
Retained earnings 24,371,956 23,688,187
Total stockholders' equity $ 31,037,261 $ 31,028,875
$347,303,778 $291,215,210
See accompanying notes.
KENTUCKY INVESTORS, INC.
Condensed Consolidated Income Statements (Unaudited)
Three Months Ended June 30
2000 1999
REVENUES
Premiums and other considerations $11,893,188 $11,803,041
Investment income, net of expenses 4,164,074 3,775,070
Realized gain (loss) on investments,
net (36,448) (166,183)
Other income 296,882 268,075
Total revenues $16,317,696 $15,680,003
BENEFITS AND EXPENSES
Death and other policyholder
benefits $ 6,359,302 $ 5,765,252
Guaranteed annual endowments 219,170 228,242
Dividends to policyholders 205,075 202,851
Increase in benefit reserves and
unearned premiums 5,158,076 4,766,079
Amortization of deferred
acquisition costs, net (265,235) (247,950)
Commissions 1,522,265 1,612,521
Other insurance expenses 2,351,079 2,338,846
Total benefits and expenses $15,549,732 $14,665,841
Income from operations before Federal
income tax and minority interest
in net income of subsidiary $ 767,964 $ 1,014,162
Provision for income taxes:
Current $ 59,882 $ 72,234
Deferred 172,482 272,765
$ 232,364 $ 344,999
Income from operations before
minority interest in net income
of subsidiary $ 535,600 $ 669,163
Minority interest in net income
of subsidiary $ 0 $ 183,663
Net Income $ 535,600 $ 485,500
Earnings per share $ 0.47 $ 0.57
Dividends per share $ 0.00 $ 0.00
See accompanying notes.
KENTUCKY INVESTORS, INC.
Condensed Consolidated Income Statements (Unaudited)
Six Months Ended June 30
2000 1999
REVENUES
Premiums and other considerations $23,966,065 $22,674,887
Investment income, net of expenses 8,259,035 7,445,920
Realized gain (loss) on investments,
net 67,368 (149,072)
Other income 516,661 472,310
Total revenues $32,809,129 $30,444,045
BENEFITS AND EXPENSES
Death and other policyholder
benefits $13,945,112 $11,763,951
Guaranteed annual endowments 409,123 426,076
Dividends to policyholders 377,287 377,433
Increase in benefit reserves and
unearned premiums 9,269,508 9,246,572
Amortization of deferred
acquisition costs, net (607,009) (872,631)
Commissions 3,089,194 3,037,880
Other insurance expenses 4,647,288 4,436,811
Total benefits and expenses $31,130,503 $28,416,092
Income from operations before Federal
income tax and minority interest
in net income of subsidiary $ 1,678,626 $ 2,027,953
Provision for income taxes:
Current $ 146,852 $ 123,227
Deferred 395,178 542,164
$ 542,030 $ 665,391
Income from operations before
minority interest in net income
of subsidiary $ 1,136,596 $ 1,362,562
Minority interest in net income
of subsidiary $ 0 $ 367,583
Net Income $ 1,136,596 $ 994,979
Earnings per share $ 0.99 $ 1.17
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
2000 1999
Net cash provided by operating activities $ 10,413,176 $ 10,697,789
Investing activities
Securities available-for-sale:
Purchases $(13,061,078) $(22,954,206)
Sales and maturities 8,784,202 13,694,758
Other investments:
Cost of acquisition (3,762,167) (1,101,415)
Sales and maturities 1,173,071 2,479,099
Net purchase of Franklin American
Life Insurance Company (661,717) 0
Other investing activities (96,416) (131,127)
Net cash used by investing activities $ (7,624,105) $ (8,012,891)
Financing Activities
Receipts from universal life policies
credited to policyholder
account balances $ 2,300,391 $ 1,964,605
Return of policyholder account
balances on universal
life policies (4,060,151) (3,578,409)
Other financing activities (471,174) (267,187)
Net cash used by financing activities $ (2,230,934) $(1,880,991)
Increase in cash and cash equivalents $ 558,137 $ 803,907
Cash and cash equivalents at beginning
of period 2,428,652 2,514,371
Cash and cash equivalents at end of period $ 2,986,789 $ 3,318,278
See accompanying notes.
KENTUCKY INVESTORS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
NOTE A - Nature of Operations: Kentucky Investors, Inc. (Kentucky Investors) is
the holding company of Investors Heritage Life Insurance Company (Investors
Heritage), Investors Heritage Printing, Inc., a printing company and Investors
Heritage Financial Services Group, Inc., an insurance marketing company. These
entities are collectively hereinafter referred to as the "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 accounts for less than 1% of the Company's total
operations.
The Company'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 the Company's 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, Arizona and
Texas.
NOTE B - Basis of Presentation: The accompanying unaudited condensed
consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States
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 accounting principles generally accepted
in the United States 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, 2000, are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000. For further
information, refer to the consolidated financial statements and footnotes
thereto for the year ended December 31, 1999, included in the Company's Annual
Report on Form 10-K.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.
Certain prior period amounts have been reclassified to conform to the current
period presentations.
NOTE C - Acquisition: Effective April 1, 2000, Investors Heritage assumed the
qualified policy obligations of Franklin American Life Insurance Company
(Franklin American) through an assumption reinsurance agreement with the
liquidator of Franklin American, the National Organization of Life and Health
Guaranty Associations (NOLGHA) and participating life and health insurance
guaranty associations. The gross acquisition price was approximately
$4,410,000, subject to adjustments to be determined within 180 days from the
effective date of the transaction. The difference between the fair values of
assets received and liabilities assumed was recorded as the present value of
future profits (PVFP), representing the actuarially determined present value of
anticipated profits to be realized from the business, using a risk-adjusted
discount rate.
In conjunction with the assumption reinsurance agreement, Investors Heritage
entered into a coinsurance agreement with Scottish Annuity & Life Insurance
Company (Cayman) Ltd. (Scottish) whereby Investors Heritage ceded 85% of the
assumed policy obligations from Franklin American. Pursuant to this
arrangement, Investors Heritage eliminated the portion of PVFP associated with
the ceded business. Benefit reserves ceded to Scottish and included in the
amounts recoverable from reinsurers equaled $40,450,625 at June 30, 2000. An
escrow account has been established by Scottish to secure Investors Heritage's
ceded benefit obligations.
NOTE D - 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 the Company is
1,147,134 and 849,466 for June 30, 2000 and 1999, respectively.
NOTE E - Segment Data: The Company 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.
Three Months Ended
June 30, 2000 June 30, 1999
Revenues:
Preneed & Burial Products $12,333,803 $11,808,680
Traditional & Universal Life Products 3,397,671 3,419,131
Credit Insurance Products &
Administrative Services 91,679 70,079
Corporate & Other 494,543 382,113
$16,317,696 $15,680,003
Pre-Tax Income from Operations:
Preneed & Burial Products $ 582,657 $ 898,322
Traditional & Universal Life Products 56,604 201,825
Credit Insurance Products &
Administrative Services 13,989 (35,661)
Corporate & Other 114,714 (50,324)
$ 767,964 $ 1,014,162
Six Months Ended
June 30, 2000 June 30, 1999
Revenues:
Preneed & Burial Products $24,739,041 $22,595,982
Traditional & Universal Life Products 6,746,275 6,809,310
Credit Insurance Products &
Administrative Services 261,569 147,551
Corporate & Other 1,062,244 891,202
$32,809,129 $30,444,045
Pre-Tax Income from Operations:
Preneed & Burial Products $ 960,982 $ 1,595,903
Traditional & Universal Life Products 211,040 369,150
Credit Insurance Products &
Administrative Services 99,341 (46,547)
Corporate & Other 407,263 109,447
$ 1,678,626 $ 2,027,953
NOTE F - 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 G - Comprehensive Income: The components of comprehensive income (loss),
net of related tax, are as follows:
Three Months Ended
June 30, 2000 June 30, 1999
Net income $ 535,600 $ 485,500
Net unrealized gains (losses) on
available-for-sale securities (1,415,860) (2,546,786)
Comprehensive income (loss) $ (880,260) $ (2,061,286)
Six Months Ended
June 30, 2000 June 30, 1999
Net income $ 1,136,596 $ 994,979
Net unrealized gains (losses) on
available-for-sale securities (512,412) (4,692,298)
Comprehensive income (loss) $ 624,184 $ (3,697,319)
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 wholly owns Investors Heritage Life Insurance
Company ("Investors Heritage"), a life insurance company also incorporated under
the laws of the Commonwealth of Kentucky, Investors Heritage Financial Services
Group, Inc. ("FSG"), an insurance marketing company which was formed in 1994,
and Investors Heritage Printing, Inc. ("IHP"), a printing company that provides
printing to Investors Heritage and other unaffiliated parties.
Effective December 31, 1999, the Company and Investors Heritage completed a
statutory share exchange ("Share Exchange") whereby the Company acquired 100% of
the outstanding shares of common stock of Investors Heritage. The Share
Exchange did not have the effect of changing control of Investors Heritage since
the Company owned 74% of the outstanding common stock of Investors Heritage
prior to the effective date of the transaction.
The corporate management structure of Investors Heritage and the Company did not
change as a result of the Share Exchange. Investors Heritage continues to be an
authorized Kentucky domestic life insurance company and will continue to operate
as it has in the past. There have been no changes in the officers or directors
of either Investors Heritage or the Company on or since the date of the Share
Exchange.
The acquisition of the remaining 26% of the outstanding common stock of
Investors Heritage from its minority stockholders was accounted for as a
purchase and the Investors Heritage results of operations are included in the
consolidated financial statements subsequent to the date of acquisition. The
Share Exchange was a tax free exchange and, accordingly, the deferred tax
liability of the Company was offset against the purchase price.
The net purchase price for the minority stockholders' interest in Investors
Heritage was approximately $5,200,000 (including costs associated with the
acquisition of approximately $324,000 and reduction of the deferred tax
liability of approximately $1,833,000).
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 first quarter 2000 were
derived from the sale of the Investors Heritage's credit insurance products.
The Company received dividends during this year of $115,000 from FSG and $27,500
from IHP. The Company anticipates dividends to be paid by FSG during the third
and/or fourth quarter in 2000. Additionally, the Company received a dividend of
$566,819 from Investors Heritage.
The Company's primary uses of cash are operating expenses and dividend payments,
and the Company's principal sources of cash are the dividends paid to it by
Investors Heritage, FSG and IHP. Investors Heritage's principal sources of cash
are from the sale of life insurance policies and investment income, including
realized gains (losses), less benefits to policyholders and expenses.
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 debt. The Company has a $150,000 line-of-credit note with a
bank, of which $28,000 is outstanding at June 30, 2000. 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, 2000, 86.2% of invested assets consisted of fixed income public bonds
compared to 86.9% at December 31, 1999. Fixed income assets are managed by
Charter Oak Capital Management, Inc., an independent portfolio manager.
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, 2000, 8.9% of invested assets
consisted of mortgage loans compared to 7.9% at December 31, 1999. Management
anticipates funding several new mortgage loan investments during the remainder
of 2000 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,
2000, Investors Heritage's fixed income investments were 100% investment grade
as rated by Standard & Poor's, unchanged from December 31, 1999. 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 premiums
charged for these products are based on 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
During the current quarter the Chancery Court of the state of Tennessee approved
the Assumption Reinsurance Agreement among Investors Heritage, the Liquidator of
Franklin American Life Insurance Company, ("Franklin American"), the National
Organization of Life and Health Insurance Guaranty Associations, ("NOLHGA"), and
participating state life and health insurance guaranty associations. Under the
Agreement Investors Heritage assumed all of the covered policy obligations of
the various guaranty associations. The transaction was effective April 1, 2000.
Eighty five percent (85%) of the business acquired is being reinsured with
Scottish Annuity and Life Insurance Company (Cayman) Ltd. ("Scottish Re"). For
additional information regarding this acquisition, see Note C to the Notes to
Condensed Consolidated Financial Statements and Item 5 - Other Information.
Under Statement of Financial Accounting Standards ("SFAS") No. 113 reserves
ceded to reinsurers of $68,326,739 and $27,814,276 at June 30, 2000 and December
31, 1999 respectively, are shown gross on the Company's Condensed Consolidated
Balance Sheets ("balance sheets"). Amounts recoverable from reinsurers and
other assets (receivables) related to reinsurance activities are required to be
shown gross as well. Therefore, significant increases have occurred in these
areas on the balance sheets as of June 30, 2000 when compared to December 31,
1999.
Items related to the Franklin American reinsurance assumption agreement included
in the June 30, 2000 balance sheet were Amounts Recoverable from Reinsurers
$40,739,000, Other Assets (receivable from NOLGHA) $6,540,000 and Benefit
Reserves and Other Reserves $40,526,000.
The reinsurance transaction with Franklin American was accounted for net of
reinsurance on the Condensed Consolidated Income Statements for the three (3)
months ending June 30, 2000. Premium income and other considerations were
$335,000; reserves, death and other policy benefits were $141,000; and pre-tax
income was $194,000.
Total premium income (net of reinsurance) increased 0.8% when compared to the
second quarter of 1999 and increased 5.7% for the first six months of 2000 when
compared to the same period in 1999. (For further explanation, see "Business
Segments" below). Net investment income for the second quarter 2000 compared to
the second quarter of 1999 increased 10.3% and increased 10.9% for the first six
months of 2000 over the first six months of 1999. This is due primarily to the
increase in the asset base of Investors Heritage. Overall Revenue for the
second quarter of 2000 increased 4.1% when compared to the second quarter of
1999 and for the first six months of 2000 increased 7.8% when compared to the
same period in 1999. The increase for the second quarter is due to higher
investment income. The increase for the first six months is due to higher
premium income and investment income.
Total Benefits and Expenses were 6.0% higher in the second quarter of 2000 when
compared to the same quarter of 1999 and 9.6% higher for the first six months of
2000 when compared to the same period in 1999. The primary reasons for this
increase are (1) the Franklin American transaction, (2) increased sales of
Preneed and Burial Products combined with a change in the commission structure
which generates higher first year commissions and (3)higher than projected
claims for the first four months of 2000. These claims have been analyzed
revealing no particular anti-selection. Claims improved from previous levels
during May and June 2000.
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 4.4% higher for the second quarter of 2000 as compared to
the same quarter in 1999 and were 9.5% higher for the first six months of 2000
when compared to the same period of 1999. The increase is due to the
acquisition of the Franklin American business, the continued increase in sales
of the Company's Legacy 2000 Series of Preneed and Burial Products used in the
pre-arranged funeral and final expense markets and net Investment Income
associated with those products. Pre-Tax Income from Operations was 35.1% lower
than the second quarter of 1999 and during the first six months of 2000 was
39.8% lower than the comparable period for 1999 due primarily to higher than
projected claims for the first four months of 2000 and a change in commission
structure which generates higher first year commissions.
Approximately 78% of the Franklin American business is Preneed and Burial
Products with most being single premium. Of the premium collected in 2000 from
Franklin American policyholders approximately 84% was Preneed and Burial with
the balance being Traditional and Universal Life Products.
Traditional & Universal Life Products includes traditional life and group life
insurance products, annuities (primarily qualified) and universal life products.
Revenues for this segment were 0.6% lower higher than the second quarter of 1999
and were 0.9% lower for the first six months of 2000 when compared to the first
six months of 1999. Pre-Tax Income from Operations was 72.0% lower than the
second quarter of 1999 and for the first six months of 2000 was 42.8% lower than
the comparable period for 1999. The decreases in revenue are due to lower than
projected sales. The decreases in Pre-Tax Income from Operations are primarily
due to higher claims in the ordinary life lines in the second quarter of 2000
when compared to the same quarter in 1999.
Credit Insurance Products & Administrative Services includes the marketing and
administration of credit life and credit accident & health insurance products.
Revenues were 30.8% higher and pre-tax Income improved 139.2% when compared to
the second quarter of 1999. Revenues were 77.3% higher and Pre-tax income has
improved 313.4% for the first six months of 2000 when compared to the first SIX
months of 1999. The increases are 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 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 29.4% higher and Pre-tax Income was 328.0% higher for the first
quarter when compared to the same period in 1999. Revenues were 19.2% higher
for the first six months of 2000 when compared to the same period of 1999. Pre-
Tax Income was 272.1% higher for the first six months of 2000 when compared to
the first six months of 1999. The increases for the six months in 2000 are
primarily due to higher realized capital gains than the previous six months.
The increase for the second quarter of 2000 are due to lower realized losses
when compared to the second quarter in 1999.
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 32% at June 30, 2000 compared to 33% for June 30, 1999.
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 to claims arising out of
its operations in the normal course of business. As of August 10, 2000,
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 and Use of Proceeds
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 11, 2000 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:
H. Glenn Doran - Number of Votes Cast FOR - 933,009.58; WITHHELD - 1,867.72
Jerry F. Howell - Number of Votes Cast FOR - 932,879.42; WITHHELD - 1,997.88
Dr. Jerry F. Howell, Jr. - Number of Votes Cast FOR - 932,184.86; WITHHELD -
2,692.44
The other directors whose terms will continue after the meeting are:
David Reed
Helen S. Wagner
Harry Lee Waterfield II
Robert M. Hardy, Jr.
Gordon Duke
Item 5. Other Information
On May 26, 2000 Investors Heritage entered an assumption reinsurance agreement
with Franklin American Life Insurance Company, the National Organization of Life
and Health Guaranty Associations and participating state life and health
guaranty associations. Under the Agreement, Investors Heritage assumed all of
the covered policy obligations of the various guaranty associations. Under the
assumption reinsurance agreement, Investors Heritage assumed all of the covered
policy obligations of the various guaranty associations. In addition, pursuant
to the assumption reinsurance agreement, 85% of the acquired business was
reinsured with Scottish Annuity and Life Insurance Company (Caymen) Ltd. The
transaction was effective April 1, 2000. The reinsurance transaction with
Franklin American was accounted for as a purchase and the Franklin American
results of operations, net of 85% reinsurance, are included in the Consolidated
Financial Statements since the effective date of the acquisition. The gross
acquisition price was approximately $4,410,000, subject to adjustments to be
determined within 180 days from the effective date of the transaction. For
additional information, please see Item 2.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit 27 - Financial Data Schedule.
(b) Reports on Form 8-K
A report on Form 8-K was filed on January 18, 2000 regarding the share exchange
between the Company and Investors Heritage containing Items 2, Acquisition or
Disposition of Assets and Item 7, Financial Statements and Exhibits which
include Unaudited Pro-Forma Financial Data as if the share exchange had occurred
on January 1, 1999 and 1998.
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 14, 2000
/s/
BY: JIMMY R. MCIVER
TREASURER
DATE: August 14, 2000
