SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2000 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-20882
Standard Management Corporation
(Exact name of registrant as specified in its charter)
Indiana No. 35-1773567
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
9100 Keystone Crossing, Indianapolis, Indiana 46240
(Address of principal executive offices) (Zip Code)
(317) 574-6200
(Registrant's telephone number, including area code)
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 [ ]
As of October 31, 2000, the Registrant had 7,580,156 shares of Common Stock
outstanding.
STANDARD MANAGEMENT CORPORATION
INDEX
Page Number
Part I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheets --
September 30, 2000 (Unaudited) and December 31, 1999 (Audited) 3
Consolidated Statements of Income --
For the Three and Nine Months Ended September 30, 2000 and 1999 (Unaudited) 4
Consolidated Statements of Shareholders' Equity --
For the Nine Months Ended September 30, 2000 and 1999 (Unaudited) 5
Consolidated Statements of Cash Flows --
For the Nine Months Ended September 30, 2000 and 1999 (Unaudited) 6
Notes to Consolidated Financial Statements (Unaudited) 7 - 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9 -17
Item 3. Quantitative and Qualitative Disclosures about Market Risk 18
Part II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K 19
SIGNATURES 20
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
September 30 December 31
2000 1999
(Unaudited) (Audited)
ASSETS
Investments:
Securities available for sale:
Fixed maturity securities, at fair value
(amortized cost: $709,183 in 2000
and $646,284 in 1999) $ 674,027 $ 606,907
Equity securities, at fair value
(cost: $563 in 2000 and 1999) 371 378
Mortgage loans on real estate 7,202 8,131
Policy loans 14,487 14,033
Real estate 6,495 3,233
Other invested assets 775 845
Short-term investments 15,684 14,976
Total investments 719,041 648,503
Cash 2,779 3,659
Accrued investment income 11,254 11,105
Amounts due and recoverable from reinsurers 48,416 58,230
Deferred policy acquisition costs 87,332 67,811
Present value of future profits 28,754 30,688
Goodwill. 5,458 5,636
Other assets 7,345 5,372
Assets held in separate accounts 529,657 319,973
Total assets $ 1,440,036 $ 1,150,977
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Insurance policy liabilities $ 807,766 $ 727,189
Accounts payable and accrued expenses 6,479 9,076
Notes payable 30,800 34,500
Deferred federal income taxes 1,417 349
Liabilities related to separate accounts 529,657 319,973
Total liabilities 1,376,119 1,091,087
Series A convertible redeemable preferred stock,
par value $100 per share;
Authorized 130,000; 65,300 issued and
outstanding in 1999 and 2000 6,530 6,530
Shareholders' Equity:
Preferred stock, no par value:
Authorized 870,000 shares; none issued and
outstanding -- --
Common stock and additional paid in capital,
no par value:
Authorized 20,000,000 shares; issued
9,038,134 in 2000 and 1999 62,438 62,152
Treasury stock, at cost, 1,377,978 in 2000 and
1,252,978 shares in 1999 (7,197) (6,802)
Accumulated other comprehensive income:
Unrealized loss on securities available for sale,
net tax benefit of: $7,395 in 2000 and $8,196
in 1999 (14,354) (15,859)
Unrealized gain on other investments, net taxes
of: $7 in 2000 and $8 in 1999 13 15
Foreign currency translation adjustment (1,979) (862)
Retained earnings 18,466 14,716
Total shareholders' equity 57,387 53,360
Total liabilities and shareholders' equity $ 1,440,036 $ 1,150,977
See accompanying notes to consolidated financial statements.
STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, Dollars in Thousands, Except Per Share Amounts)
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
Revenues:
Premium income $ 4,827 $ 3,314 $ 12,487 $ 9,498
Net investment income 11,086 10,269 33,097 30,994
Net realized investment losses (272) (249) (2,427) (209)
Policy income 2,107 1,663 6,120 5,176
Separate account fees 1,486 1,080 3,965 3,085
Fee and other income 1,294 1,059 4,104 3,481
Total revenues 20,528 17,136 57,346 52,025
Benefits and expenses:
Benefits and claims 6,151 3,812 15,676 11,066
Interest credited on interest-sensitive
annuities and other financial products 5,559 5,141 16,729 16,723
Amortization related to operations 2,289 1,684 7,608 5,241
Amortization related to net realized
investment losses -- -- (1,100) --
Other operating expenses 3,530 3,573 10,777 10,868
Interest expense and financing costs 867 840 2,554 2,521
Total benefits and expenses 18,396 15,050 52,244 46,419
Income before federal income taxes and
preferred stock dividends 2,132 2,086 5,102 5,606
Federal income tax expense 376 782 972 1,604
Net income 1,756 1,304 4,130 4,002
Preferred stock dividends (126) (127) (380) (380)
Earnings available to common
shareholders $ 1,630 $ 1,177 $ 3,750 $ 3,622
Earnings per share - basic:
Net income $ 23 $ .17 $ 53 $ .53
Preferred stock dividends (.02) (.01) (.05) (.05)
Earnings available to common
shareholders $ .21 $ .16 $ .48 $ .48
Earnings per share - diluted:
Net income $ .20 $ .16 $ .51 $ .50
Preferred stock dividends -- (.01) (.04) (.04)
Earnings available to common
shareholder $ .20 $ .15 $ .47 $ .46
See accompanying notes to consolidated financial statements.
STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited, Dollars in Thousands)
Common
stock and Accumulated
additional other
paid-in Treasury comprensive Retained
Total capital stock income earnings
Balance at January 1,
1999 $ 66,042 $ 60,586 $ (6,220) $ 1,687 $ 9,989
Comprehensive income:
Net income 4,130 4,130
Other comprehensive
income:
Change in unrealized
gain (loss) on securities,
net taxes (benefits)
of ($6,492) (12,456) (12,456)
Change in foreign
currency, net taxes
of $0 (1,136) (1,136)
Other comprehensive
income (13,592)
Comprehensive income (9,462)
Issuance of common
stock warrants 824 824
Treasury stock acquired (573) (573)
Reissuance of treasury
stock in connection with
exercise of stock options(37) (37)
Preferred stock dividends(380) (380)
Balance at September 30,
1999 $ 56,414 $ 61,410 $ (6,793) $ (11,905) $ 13,702
Balance at January 1,
2000 $ 53,360 $ 62,152 $ (6,802) $ (16,706) $ 14,716
Comprehensive income:
Net income 4,130 4,130
Other comprehensive income:
Change in unrealized
gain (loss) on
securities, net taxes
(benefits) of $801 1,503 1,503
Change in foreign
currency, net taxes
of $0 (1,117) (1,117)
Other comprehensive
income 386
Comprehensive income 4,516
Issuance of common
stock warrants 286 286
Treasury stock acquired (395) (395)
Preferred stock dividends(380) (380)
Balance at September 30,
2000 $ 57,387 $ 62,438 $ (7,197) $ (16,320) $ 18,466
See accompanying notes to consolidated financial statements.
STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, Dollars in Thousands)
Nine Months Ended
September 30
2000 1999
Operating Activities
Net income $ 4,130 $ 4,002
Ajustments to reconcile net income to net cash
provided by operating activities:
Amortization of deferred policy acquisition cost 4,277 2,517
Policy acquisition costs deferred (25,808) (19,895)
Deferred federal income taxes 267 1,854
Depreciation and amortization 2,769 2,764
Insurance policy liabilities 15,777 13,185
Net realized investment losses 2,427 209
Accrued investment income (149) (516)
Other (1,421) (1,105)
Net cash provided by operating activities 2,269 3,015
Investing Activities
Fixed maturity securities available for sale:
Purchases (189,553) (177,894)
Sales 113,125 99,893
Maturities, calls and redemptions 10,238 14,756
Short-term investments, net (1,473) (11,738)
Other investments, net (4,963) (978)
Net cash used by investing activities (72,626) (75,961)
Financing Activities
Borrowings -- 300
Repayments on long term debt (3,700) (300)
Premiums received on interest-sensitive annuities
and other financial products credited to
policyholder account balances, net of
premiums ceded 143,451 126,799
Return of policyholder account balances on
interest-sensitive annuities and other
financial products (69,785) (63,440)
Purchase of common stock for treasury (395) (573)
Stock options and warrants 286 823
Dividends on preferred stock (380) (380)
Net cash provided by financing activities 69,477 63,229
Net decrease in cash (880) (9,717)
Cash at beginning of period 3,659 13,591
Cash at end of period $ 2,779 $ 3,874
See accompanying notes to consolidated financial statements
Note 1 -- Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles ("GAAP") 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 GAAP for complete financial statements. The results of
operations for the interim periods shown in this report are not necessarily
indicative of the results that may be expected for the fiscal year. This is
particularly true in the life insurance industry, where mortality results in
interim periods can vary substantially from such results over a longer period.
In management's opinion, the information contained in this report reflects all
adjustments, of a normal recurring nature, necessary to fairly present the
results of operations for the interim periods. Certain amounts from prior
periods have been reclassified to conform to the 2000 presentation. These
reclassifications have no effect on previously reported shareholders' equity or
net income during the periods presented.
The nature of the insurance business of Standard Management Corporation and its
consolidated subsidiaries (the "Company" or "SMC") requires management to make
estimates and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. For example, the Company uses
significant estimates and assumptions in calculating deferred policy acquisition
costs ("DAC"), present value of future profits ("PVP"), goodwill, future policy
benefits, and deferred federal income taxes. If future experience differs
materially from these estimates and assumptions, the Company's financial
statements could be affected.
For further information, refer to the consolidated financial statements and
related footnotes included in the Annual Report on Form 10-K for the year ended
December 31, 1999.
Note 2 -- Notes Payable
Notes payable of the Company are as follows (in thousands):
Interest September 30 December 31
Rate 2000 1999
Borrowings under revolving credit
agreements 10.31% (1) $ 20,800 $ 24,500
Senior subordinated convertible notes 10.00%$ 10,000 $ 10,000
$ 30,800 $ 34,500
(1) Current weighted average rate at September 30, 2000.
Note 3 -- Net Unrealized Loss on Securities Available for Sale
The components of the balance sheet caption "Unrealized loss on securities
available for sale" in shareholders' equity are summarized as follows (in
thousands):
September 30 December 31
2000 1999
Fair value of securities available for sale $ 674,398 $ 607,285
Amortized cost of securities available for sale 709,746 646,849
Gross unrealized loss on securities available
for sale (35,348) (39,564)
Adjustments for:
Deferred policy acquisition costs 8,518 10,527
Present value of future profits 5,081 4,982
Deferred federal income tax benefit 7,395 8,196
Net unrealized loss on securities available for
sale $ (14,354) $ (15,859)
Note 4-- Earnings Per Share
A reconciliation of income and shares used to calculate basic and diluted
earnings per share is as follows (dollars in thousands):
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
Income:
Net income $ 1,756 $ 1,304 $ 4,130 $ 4,002
Preferred stock dividends (126) (127) (380) (380)
Income available to common shareholders
for basic earnings per share 1,630 1,177 3,750 3,622
Effect of dilutive securities:
Subordinated convertible debt interest 250 250 750 750
Preferred stock dividends 126 -- -- --
Income available to common shareholders
for diluted earnings per share $ 2,006 $ 1,427 $ 4,500 $ 4,372
Shares:
Weighted average shares outstanding for
basic earnings per share 7,763,906 7,575,635 7,778,073 7,576,159
Effect of dilutive securities:
Stock options -- 120,880 8,108 147,534
Stock warrants -- 108,553 657 120,633
Subordinated convertible debt 1,740,038 1,740,038 1,740,038 1,740,038
Preferred stock 768,236 -- -- --
Dilutive potential common shares 2,508,274 1,969,471 1,748,803 2,008,205
Weighted average shares outstanding
for diluted earnings per share 10,272,180 9,545,106 9,526,876 9,584,364
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
The following discussion highlights the material factors affecting the results
of operations and the significant changes in balance sheet items. Notes to the
consolidated financial statements included in this report and the notes to the
consolidated financial statements included in the 1999 Form 10-K should be read
in conjunction with both sets of consolidated financial statements.
First Nine Months of 2000 Compared with the First Nine Months of 1999:
The following tables and narratives summarize the results of operations by
operating segment:
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
(Dollars in thousands)
Operating income before income taxes:
Domestic operations $ 1,708 $ 2,115 $ 4,824 $ 4,956
International operations 696 220 1,605 859
Consolidated operating income before
income taxes 2,404 2,335 6,429 5,815
Applicable income taxes related to
operating income 427 867 1,301 1,675
Consolidated operating income after
taxes 1,977 1,468 5,128 4,140
Consolidated realized investment
losses before income taxes (272) (249) (1,327) (209)
Applicable income tax benefits related
to realized investment losses (52) (85) (329) (71)
Consolidated realized investment losses
after tax benefits (220) (164) (998) (138)
Net income $ 1,757 $ 1,304 $ 4,130 $ 4,002
Consolidated Results and Analysis
SMC's nine month 2000 operating earnings were $5.1 million, or $.62 per diluted
share, up 24% and 22%, respectively, over the same nine-month period of 1999.
Operating earnings include i) increased net spread revenue from larger in
force business from the sales of recent periods, ii) higher separate account
fees due to an increase in separate account assets for the period and iii) a
lower marginal tax rate due to the utilization of net operating loss
carryforwards. These increases were somewhat offset by unfavorable mortality.
Operating income per share amounts were negatively impacted by the dilution
effects of the convertible preferred stock.
Domestic Operations:
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
(Dollars in thousands)
Premiums and deposits collected:
Traditional life $ 4,815 $ 3,301 $ 12,458 $ 9,461
Flexible premium deferred
annuities ("FPDA's") 22,737 26,015 68,085 78,107
Equity-indexed annuities 18,554 13,750 56,481 42,595
Other annuities and deposits 10,183 1,534 18,162 4,401
Universal and interest-sensitive
life 101 805 723 1,696
Subtotal - interest-sensitive and
other financial products 51,575 42,104 143,451 126,799
Total premiums and deposits
collected $ 56,390 $ 45,405 $ 155,909 $ 136,260
Premium income $ 4,815 $ 3,301 $ 12,458 $ 9,461
Policy income 2,107 1,663 6,120 5,176
Total policy related income 6,922 4,964 18,578 14,637
Net investment income 10,979 10,148 32,744 30,609
Fee and other income 1,294 1,059 4,104 3,481
Total revenues (a) 19,195 16,171 55,426 48,727
Benefits and claims 6,126 3,669 15,703 10,944
Interest credited on
interest-sensitive annuities and
other financial products 5,559 5,141 16,729 16,723
Amortization related to operations 1,986 1,383 6,593 4,455
Other operating expenses 2,949 3,023 9,023 9,128
Interest expense and financing
costs 867 840 2,554 2,521
Total benefits and expenses 17,487 14,056 50,602 43,771
Operating income before income
taxes 1,708 2,115 4,824 4,956
Realized investment losses, net of
related expenses and amortization (272) (249) (1,327) (209)
Income before income taxes $ 1,436 $ 1,866 $ 3,497 $ 4,747
(a) Revenues exclude net realized investment losses
General: This segment consists of revenues earned and expenses incurred from
United States operations which includes deposits from annuity products
(primarily FPDA's), equity-indexed products, universal life products and
traditional life products. The profitability for this segment is primarily a
function of its investment spread earned (i.e. the excess of investment
earnings over interest credited on annuity and universal life deposits),
persistency of the in-force business,mortality experience and operating
expenses. Domestic operations include SMC and its U.S. consolidated
subsidiaries.Premium income consists of premiums earned from i) traditional
life insurance and ii) annuity business that incorporates significant mortality
features.
Life premiums were up $3.0 million or 32% in the first nine months of 2000, to
$12.5 million, which is primarily a result of $2.9 million of first year and
renewal traditional life premiums and other deposits that incorporate mortality
features.Net premium deposits consist of FPDA's, equity-indexed annuities,
interest-sensitive annuities and other financial products that do not
incorporate significant mortality features. For GAAP these premium deposits are
not shown as premium income in the income statement. Furthermore, a change in
premium deposits in a single period does not directly cause operating income to
change, although continued increases or decreases in premiums may affect the
growth rate of total assets on which investment spreads are earned.
In the first nine months of 2000 net premium deposits increased $16.7 million
or 13%, to $143.5 million. The increase relates to i) an increase in the agency
base achieved through the recruitment of high volume agents and larger managing
general agencies, and ii) continued expansion of geographical concentration.
One new single premium annuity and four new equity-indexed products were
introduced in the 2000 period. Equity-indexed products contributed 39% of net
premium deposits in the first nine months of 2000 compared to 34% in the first
nine months of 1999.
Net investment income includes interest earned on invested assets which
fluctuates with changes in i) the amount of average invested assets supporting
insurance liabilities and ii) the yield earned on invested assets.
Net investment income in the first nine months of 2000 increased $2.1 million
or 7%, to $32.7 million. Invested assets, at book value, increased by $93.3
million or 14% compared to the first nine months of 1999 primarily due to the
growth in insurance liabilities from the sale of annuity premium deposits.
This increase was somewhat offset by the $4.3 million from the decline in the
market value of security options supporting equity-indexed products. Also, see
Interest credited on interest sensitive annuities and other financial products.
The net investment yields earned on average invested assets, excluding the
impact of equity-indexed assets, were 7.19% and 7.16% for the first nine months
of 2000 and 1999, respectively.
Policy income represents i) mortality charges, ii) administrative fees earned
on universal life products and iii) surrender income earned as a result of
terminated life and annuity policies.
Policy income increased $.9 million or 18%, to $6.1 million in the first nine
months 2000. This increase primarily relates to $.9 million of surrender income
received as a result of reducing crediting rates on certain FPDA products.
Fee and other income consists of recurring fee income related to servicing
blocks of business for other insurance companies, experience refunds and
commission income.
In the first nine months of 2000 fee income increased $.6 million or 18%, to
$4.1 million. This increase includes $.4 million of commission income from
administrative agreements.
Benefits and claims include i) paid life insurance claims, ii) benefits from
annuity policies that incorporate significant mortality features, and iii)
changes in future policy reserves. Throughout the Company's history, it has
experienced periods of higher and
lower benefit claims. Such volatility is not uncommon in the life insurance
industry and, over extended periods of time, periods of higher claim experience
tend to offset periods of lower claims experience. Changes in benefits and
claims should be analyzed along with changes in premium income.
Benefits and claims in the first nine months of 2000 increased $4.8 million, to
15.7 million and includes $2.9 million for changes in future policy reserves for
higher traditional life premiums and other deposits that incorporate significant
mortality features and $2.1 million of higher claim experience.
Interest credited on interest-sensitive annuities and other financial products
represents interest credited to the FPDA's, equity-indexed annuities, interest
sensitive and other financial products.
Interest credited was $16.7 million for each of the nine-month periods of 2000
and 1999. Interest credited was also impacted by increased insurance liabilities
from sales of recent periods and reduced by $4.0 million as a result of the
change in market value of insurance liabilities supporting equity-indexed
products.
The weighted average credited rates, excluding the impact of equity-indexed
liabilities, for the first nine months of 2000 and 1999 were 4.90% and 4.92%,
respectively.
Amortization includes i) amortization related to the present value of polices
purchased from acquired insurance business, ii) amortization of deferred policy
acquisition costs and iii) amortization of goodwill and organizational costs.
Amortization in the first nine months of 2000 increased $2.1 million or 48%, to
$6.6 million. The increased amortization was due to i) $.9 million of
amortization in connection with production of new business, ii) increased
surrender income that resulted in approximately $.9 million of additional
amortization, and iii) $.3 million of amortization related to purchased
insurance business.
Realized investment losses, net of related costs and amortization fluctuate from
period to period and generally arise when securities are sold in response to
changes in the investment environment which provides opportunities to maximize
return on the investment portfolio without adversely affecting the quality and
overall yield. Realized investment gains (losses) can affect the timing of the
amortization of deferred acquisition costs and the amortization of the present
value of future profits.
Realized investment losses, net of related costs and amortization, for the first
nine months of 2000 were $1.3 million, which is reduced by $1.1 million of
deferred acquisition cost amortization.
International Operations:
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
(Dollars in thousands)
Premiums and deposits collected:
Traditional life $ 12 $ 13 $ 29 $ 37
Separate account deposits 37,051 17,864 129,284 43,284
Total premiums and deposits
collected $37,063 $17,877 $129,313 $43,321
Premium income $ 12 $ 13 $ 29 $ 37
Net investment income 107 121 353 385
Separate account fees 1,486 1,080 3,965 3,085
Total revenues 1,605 1,214 4,347 3,507
Benefits and claims 25 143 (27) 122
Amortization related to
operations 303 301 1,015 786
Other operating expenses 581 550 1,754 1,740
Total benefits and expenses 909 994 2,742 2,648
Operating income before income
taxes $ 696 $ 220 $ 1,605 $ 859
General: This segment consists of revenues earned and expenses incurred from
abroad, primarily Europe, and include fees collected on deposits from separate
account (unit-linked) products. The profitability of this segment primarily
depends on the amount of separate account assets under management, the
management fee charged on those assets and operating expenses. International
operations include Standard Management International, S.A. and its non-U.S.
consolidated subsidiaries ("SMI").
Net investment income fluctuates with changes in i) the amount of average
invested assets and ii) the yield earned on invested assets.
Net investment income was $.4 million for each of the nine-month periods of 2000
and 1999 on average invested assets of approximately $11.0 million.
The net investment yields earned on average invested assets were 4.68% and 4.97%
for the first nine months of 2000 and 1999, respectively.
Fees from separate accounts represents the net fees earned on the various unit-
linked products sold and fluctuate in relationship with account assets and the
return earned on such assets. Fees include initial set up fees on certain
products and annual recurring fees on virtually all products.
Fees from separate accounts for the first nine months of 2000 increased 29% to
$4.0 million. This is due to weighted average assets held in separate accounts
increasing by $114.5 million, or 36% for the period. Actual separate account
assets increased $209.7 million or 66%, to $529.7 million for the nine months
ending September 30, 2000. Net deposits from sales of unit-linked products by
SMI increased $86.0 million or 199%, to $129.3 million.
Amortization consists of deferred policy acquisition cost amortization.
Amortization increased 29% to $1.0 million, as a result of profit recognition
rom increased sales of recent periods.
Benefits and Claims consists of changes in traditional life reserves and premium
deficiency reserves.
Benefits and claims for the first nine months of 2000 decreased due to the
release of reserves on terminated policies in excess of amounts paid.
Foreign currency translation International operations are conducted using
foreign currencies, primarily the Luxembourg Franc, which are subsequently
converted into U.S. dollars using a conversion rate. Although the net impact of
this translation is deemed immaterial, individual income statement components
from period to period may be impacted from the strengthening and
destrengthening of the U.S. dollar.
Liquidity and Capital Resources
Liquidity of Standard Management (Parent Company)
Standard Management is a life insurance holding company whose liquidity
requirements are met through payments received from its subsidiaries. These
payments include i) interest on surplus debenture, ii) dividends, iii)
management fees and iv) rental income, which are subject to restrictions under
applicable insurance laws and are used to pay operating expenses and meet debt
service obligations. These internal sources of liquidity have been supplemented
in the past by external sources such as revolving credit agreements, long term
debt and equity financing in the capital markets.
General: On a consolidated GAAP basis SMC reported net cash provided by
operations of $2.3 million for the first nine months of 2000. Although deposits
received on SMC's interest-sensitive annuities and other financial products are
not included in cash flow from operations under GAAP, such funds are available
for use by SMC. Cash provided by operations plus net deposits received, less
net account balances returned to policyholders on interest sensitive annuities
and other financial products, resulted in positive cash flow of $75.9 million
for the first nine months of 2000. Cash generated on a consolidated basis is
available to Standard Management only to the extent that it is generated at the
Standard Management level or is available through dividends, interest,
management fees or other payments from subsidiaries.
At October 31, 2000, Standard Management had "parent company only" cash and
short-term investments of $.5 million. These funds are available to Standard
Management for general corporate purposes. Standard Management's annual "parent
company only" operating expenses (not including interest expense) were $4.8
million and $3.1 million for 1999 and 1998, respectively.
Standard Management anticipates the available cash from its existing working
capital, plus anticipated 2000 dividends, management fees, rental income and
interest payments on its surplus debentures receivable will be more than
adequate to meet its anticipated "parent company only" cash requirements for
2000.
Surplus Debenture Interest: From the funds borrowed by Standard Management
pursuant to the revolving credit agreements ("credit agreement") and the senior
subordinated convertible note agreements ("debt agreement') described in Note 3,
$27.0 million was loaned to Standard Life pursuant to unsecured surplus
debenture agreements ("surplus debentures") which requires Standard Life to make
quarterly interest payments to Standard Management at a variable corporate base
rate plus 2% per annum, and annual principal payments of $1.0 million per year
beginning in 2007 and concluding in 2033. The interest and principal payments
are subject to quarterly approval by the Indiana Department of Insurance,
depending upon satisfaction of certain financial tests relating to levels of
Standard Life's capital and surplus and general approval of the Commissioner of
the Indiana Department of Insurance. Standard Management currently anticipates
these quarterly approvals will be granted. Assuming the approvals are granted
and the September 30, 2000 interest rate of 11.5% continues, Standard Management
will receive interest income of $3.0 million from the surplus debentures in
2000.
Dividends: Laws applicable to insurance companies limit dividends from Standard
Life to Standard Management. As an Indiana domiciled insurance company,
Standard Life may pay a dividend or distribution from its surplus profits,
without the prior approval of the Commissioner of the Indiana Department of
Insurance, if the dividend or distribution, together with all other
dividends and distributions paid within the preceding twelve months, does not
exceed the greater of (i) net gain from operations or (ii) 10% of surplus, in
each case as shown in its preceding annual statutory financial statements.
Standard Life paid a dividend of $2.0 million in the first quarter 2000 and has
the ability to pay an additional $2.1 million in 2000 if necessary.
Management Fees: Pursuant to a management services agreement, Standard
Life paid Standard Management $2.7 million for the first nine months of 2000 for
certain management services related to the production of business, investment of
assets and evaluation of acquisitions. In addition, Dixie National Life
Insurance Company ("Dixie Life') paid Standard Life $.9 million in the first
nine months of 2000 for certain management services provided. Both of these
agreements provide that they may be modified or terminated by the Indiana and
Mississippi Departments of Insurance in the event of financial hardship of
Standard Life or Dixie Life.
Euipment Rental Fees: Standard Management charged its subsidiaries $.8 million
in the first nine months of 2000 for the use of equipment owned by Standard
Management.
Liquidity of Insurance Operations
U.S. Insurance Operations: The principal liquidity requirements of Standard
Life are its contractual obligations to policyholders, dividend, rent,
management fee and surplus debenture payments to Standard Management and other
operating expenses. The primary source of funding for these obligations has been
cash flow from premium income, net investment income,investment sales and
maturities and sales of FPDA's. These sources of liquidity for Standard Life
significantly exceed scheduled uses. Liquidity is also affected by unscheduled
benefit payments including death benefits and policy withdrawals and surrenders.
The amount of withdrawals and surrenders is affected by a variety of factors
such as renewal interest crediting rates, interest rates for competing products,
general economic conditions, Standard Life's A.M. Best rating (currently rated
"B+") and events in the insurance industry that affect policyholders'
confidence.
The policies and annuities issued by Standard Life contain provisions that allow
policyholders to withdraw or surrender their policies under defined
circumstances. These policies and annuities generally contain provisions that
apply penalties or otherwise restrict the ability of policyholders to make such
withdrawals or surrenders. Standard Life closely monitors the surrender and
policy loan activity of its insurance products and manages the composition of
its investment portfolios, including liquidity, in light of such activity.
Changes in interest rates may affect the incidence of policy surrenders and
other withdrawals. In addition to the potential effect on liquidity,
unanticipated withdrawals in a changing interest rate environment could
adversely affect earnings if SMC were required to sell investments at reduced
values to meet liquidity demands. SMC manages the asset and liability
portfolios in order to minimize the adverse earnings effect of changing market
interest rates. SMC seeks assets that have duration characteristics similar to
the liabilities that they support. SMC also prepares cash flow projections and
performs cash flow tests under various market interest rate scenarios to assist
in evaluating liquidity needs and adequacy. SMC's U.S. insurance subsidiaries
currently expect available liquidity sources and future cash flows to be
adequate to meet the demand for funds.
Statutory surplus is computed according to rules prescribed by the NAIC, as
modified by the Indiana Department of Insurance, or the state in which the
insurance subsidiaries do business. Statutory accounting rules are different
from GAAP and are intended to reflect a more conservative perspective. With
respect to new business, statutory accounting practices require that: (i)
acquisition costs (primarily commissions and policy issue costs) and (ii)
reserves for future guaranteed principal payments and interest in excess of
statutory rates, be expensed in the year the new business is written. These
items cause a reduction in statutory surplus ("surplus strain") in the year
written for many insurance products. SMC designs its products to minimize such
first-year losses, but certain products continue to cause a statutory loss in
the year written. For each product, SMC controls the amount of net new premiums
written to manage the effect of such surplus strain. SMC's long-term growth
goals contemplate continued growth in its insurance businesses. To achieve these
growth goals, SMC's U.S. insurance subsidiaries will need to increase statutory
surplus. Standard Management may secure additional statutory surplus through
various sources such as internally generated statutory earnings, infusions with
funds generated through debt or equity offerings or mergers with other
life insurance companies. If additional capital is not available from one or
more of these sources, SMC believes that it could reduce surplus strain through
the use of reinsurance or through reduced writing of new business.
Management believes that the operational cash flow of Standard Life will be
sufficient to meet its anticipated needs for 2000. As the life insurance and
annuity business produced by Standard Life increases, Standard Life expects to
continue to satisfy statutory capital and surplus requirements through statutory
profits, the continued reinsurance of a portion of its new business and
additional capital contributions by Standard Management. If the need arises for
cash that is not readily available, additional liquidity could be obtained from
the sale of invested assets.
Effective January 1, 1999 the Company decided to no longer sell new business
through Dixie Life. This decision is not expected to have a material effect on
operations or financial condition of the Company.
International Operations: SMI dividends are limited to its accumulated earnings
without regulatory approval and no dividends are anticipated from these
companies in 2000.
Subsequent Events:
On October 31, 2000, the Company issued a Senior Subordinated Note due October
31, 2007 in the principal amount of $11 million. The note bears interest equal
to i) a fixed rate of 10% per annum; or ii) six month LIBOR plus 150 basis
points; whichever is higher. Interest payments are payable in cash semi-
annually on April 30 and October 31 of each year. The note may be prepaid in
whole or in part at the option of SMC commencing on November 1, 2001 at a
redemption price equal to 105% of the principal amount (plus accrued interest)
and declining to 100% of the principal amount (plus accrued interest) on
November 1, 2005. The note may be prepaid beginning November 1, 2001 at a
redemption price equal to 100% of the principal amount (plus accrued interest)
under certain limited circumstances. The note is subject to certain
restrictions and covenants substantially similar to those in the Amended Credit
Agreement. The holder also received a warrant to purchase 220,000 shares of the
company's common stock at a purchase price of $4.00 per share for a period of
seven years.
The proceeds of the Senior Subordinated Note were used to repay the Senior
Subordinated Convertible Notes of $10 million with an insurance company at a
redemption price of 105% of the principal balance plus accrued interest.
These notes were convertible at any time at the option of the note holders into
SMC common stock at the rate of $5.747 per share or a total of 1,740,038 shares.
Forward-looking Statements
All statements, trend analyses, and other information contained in this
quarterly report on Form 10-Q or any document incorporated by reference herein
relative to markets for the Company's products and trends in the Company's
operations or financial results, as well as other statements including words
such as "anticipate," "believe," "plan," "estimate," "expect," "intend," and
other similar expressions, constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to known and unknown risks, uncertainties and other
factors which may cause actual results to be materially different from those
contemplated by the forward-looking statements. Such factors include, but are
not limited to: (i) general economic conditions and other factors, including
prevailing interest rate levels and stock market performance, which may affect
the ability of the Company to sell its products, the market value of the
Company's investments and the lapse rate and profitability of the Company's
policies; (ii) the Company's ability to achieve anticipated levels of
operational efficiencies at recently acquired companies, as well as through
other cost-saving initiatives; (iii) customer response to new products,
distribution channels and marketing initiatives; (iv) mortality, morbidity,
and other factors which may affect the profitability of the Company's insurance
products; (v) changes in the Federal income tax laws and regulation which may
affect the relative tax advantages of some of the Company's products; (vi)
increasing competition in the sale of the Company's products; (vii) regulatory
changes or actions, including those relating to regulation of financial services
affecting bank sales and underwriting of insurance products, regulation of the
sale, underwriting and pricing of insurance products; (viii) the availability
and terms of future acquisitions; and (ix) the risk factors or uncertainties
listed from time to time in any document incorporated by reference herein.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risks and the way they are managed are summarized in
management's discussion and analysis of financial condition and results of
operations as of December 31, 1999, included in the Company's December 31, 1999
Form 10-K. There have been no material changes in 2000 to these risks or the
management of such risks.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit 10.55 Senior Subordinated Note dated October 31, 2000 between SMC and
Zurich Capital Markets, Inc. in the amount of $11.0 million.
Exhibit 27 Financial Data Schedule, which is submitted electronically pursuant
to Regulation S-K to the Securities and Exchange Commission (the "Commission")
is for information only and not filed.
(b) Reports on Form 8-K
No reports on Form 8-K were filed with the Commission in the third quarter of
2000.
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.
Dated: November 13, 2000
STANDARD MANAGEMENT CORPORATION
(Registrant)
By: RONALD D. HUNTER
Ronald D. Hunter
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By: GERALD R. HOCHGESANG
Gerald R. Hochgesang
Senior Vice President and Treasurer
(Chief Accounting Officer)
