ALLIED LIFE FINANCIAL CORP
10-Q, 1996-05-13
LIFE INSURANCE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1996

                         Commission File Number 0-24404



                        ALLIED Life Financial Corporation
             (Exact name of registrant as specified in its charter)

                                      Iowa
         (State or other jurisdiction of incorporation or organization)

                                   42-1406716
                      (I.R.S. Employer Identification No.)

                       701 Fifth Avenue, Des Moines, Iowa
                    (Address of principal executive offices)

                                   50391-2003
                                   (Zip Code)

                                  515-280-4211
              (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 [ ]

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
common stock, as of May 1, 1996:


                        4,634,956 shares of Common Stock.

                        This document contains 18 pages.


<PAGE>
                                       1


                                           


                                                            PART I

Item 1.  Financial Statements


                          ALLIED Life Financial Corporation and Subsidiaries
                                      Consolidated Balance Sheets
<TABLE>

  
<CAPTION>
<S>                                                                          <C>                 <C>
                                                                               March 31,        December 31,
                                                                                 1996               1995


Assets

   Investments

     Fixed maturities

       Held to maturity at amortized cost
         (fair value $217,352,280 and $232,252,223)                          $    210,293,784    $   219,418,225

       Available for sale at fair value

           (amortized cost $425,828,107 and $401,492,967)                         432,844,869        425,098,718

     Equity securities at fair value
         (cost $4,762,438 and $4,256,516)                                           4,954,344          4,332,107
     Mortgage loans on real estate                                                  1,750,250          1,829,450
     Policy loans                                                                  10,049,670          9,526,033
     Short-term investments, at cost                                                  960,564            721,612


              Total investments                                                   660,853,481        660,926,145

   Accrued investment income                                                       10,180,146          8,697,634

   Accounts receivable                                                                500,845            566,853

   Reinsurance ceded receivables                                                    5,661,885          7,626,401

   Current income taxes recoverable                                                     -----            869,664

   Deferred policy acquisition costs                                               88,356,329         79,717,529

   Other assets                                                                     1,590,743          1,543,033



       Total                                                                 $    767,143,429    $   759,947,259





</TABLE>




      See accompanying Notes to Interim Consolidated Financial Statements.


                                                        


<PAGE>
                                       2




                           ALLIED Life Financial Corporation Subsidiaries
                                    Consolidated Balance Sheets

<TABLE>
    




<CAPTION>
<S>                                                                          <C>                <C>
                                                                                    March 31,       December 31,
                                                                                      1996              1995

Liabilities

Policy liabilities

   Policyholder account balances
     Annuity contracts                                                       $    420,067,067    $   412,216,412
     Universal life contracts                                                     172,219,703        168,654,188
     Other                                                                          7,348,257          7,634,517
   Future policy benefits                                                          28,922,960         28,149,304
   Policy and contract claims                                                       4,304,874          4,827,540
   Other policyholder funds                                                         1,433,543            867,336


                                                                                  634,296,404        622,349,297

Checks drawn in excess of bank balances                                             1,251,057          2,037,432
Amounts payable to reinsurers                                                         278,097          1,010,800
Current income taxes payable                                                          199,280              -----
Deferred income taxes                                                              10,218,407         13,452,845
Indebtedness to affiliates                                                            142,208            139,380
Note payable (note 2)                                                              13,325,000         16,605,000
Other liabilities                                                                   9,541,421          2,670,685


         Total liabilities                                                        669,251,874        658,265,439



Stockholders' equity

Preferred stock, no par value, issuable in series,
   authorized 7,500,000 shares
     6.75% Series, authorized 2,440,000 shares, issued and
     outstanding of 2,038,730 in 1996 and 2,004,898 in 1995                        22,120,220         21,753,143

     ESOP Series, authorized  300,000 shares, issued
     and outstanding 96,816 in 1996 and 82,029 in 1995                              1,376,091          1,117,780
Common stock, no par value, $1 stated value,
    authorized 25,000,000 shares, issued and outstanding
    4,634,554 in 1996 and 4,632,559 in 1995                                         4,634,554          4,632,559
Additional paid-in capital                                                         48,804,970         48,773,783
Retained earnings                                                                  18,311,801         16,237,501
Unrealized appreciation of investments, net                                         2,643,919          9,167,054


              Total stockholders' equity                                           97,891,555        101,681,820


                 Total liabilities and stockholders' equity                  $    767,143,429    $   759,947,259



</TABLE>





      See accompanying Notes to Interim Consolidated Financial Statements.
<PAGE>
                                       3


                                                         
                        ALLIED Life Financial Corporation and Subsidiaries
                                 Consolidated Statements of Income

<TABLE>
                                                                                       Three Months Ended                          
                                                                                           March 31,


<CAPTION>
<S>                                                                            <C>                 <C> 
                                                                                    1996                1995


Revenues
Insurance revenues
   Policyholder assessments on universal life contracts                        $    5,167,300      $     4,901,177
   Surrender charges                                                                  628,460              635,432
   Life insurance premiums                                                          2,832,887            3,030,792
   Other insurance income                                                             805,428              616,236
   Reinsurance premiums ceded                                                      (2,063,720)          (1,723,457)

     Total insurance revenues                                                       7,370,355            7,460,180

Investment income                                                                  11,749,917           10,688,042
Realized investment losses                                                            (84,184)            (113,548)
Other income                                                                          287,986              138,939

                                                                                   19,324,074           18,173,613
Benefits and Expenses
Policyholder benefits
   Interest credited to policyholder account balances
     Annuity contracts                                                              5,800,453            5,225,339
     Universal life contracts                                                       2,375,262            2,387,083
     Other                                                                             84,197               74,271
   Death benefits                                                                   1,503,420            1,569,459
   Other policyholder benefits                                                      1,357,260            1,933,976

       Total policyholder benefits                                                 11,120,592           11,190,128

Amortization of deferred policy acquisition costs                                   1,732,594            1,356,261

Commissions                                                                           669,331              677,997

Affiliated operating expenses                                                         323,156              374,761

Other insurance operating expenses                                                  1,434,021            1,102,017


                                                                                   15,279,694           14,701,164


Income before income taxes                                                          4,044,380            3,472,449


Income taxes
   Current                                                                          1,069,061            1,415,598
   Deferred                                                                           278,019             (311,984)

                                                                                    1,347,080            1,103,614


Net Income                                                                    $     2,697,300      $     2,368,835

Net income applicable to common stock                                         $     2,306,015      $     2,003,517

Earnings per Common share                                                     $           .50      $           .44

Weighted average number of common shares outstanding                                4,633,202            4,590,096


</TABLE>



      See accompanying Notes to Interim Consolidated Financial Statements.

<PAGE>
                                       4

                                                        
                           ALLIED Life Financial Corporation and Subsidiaries
                                  Consolidated Statements of Cash Flows

<TABLE>
                                                                                       Three Months Ended
                                                                                            March 31,


<CAPTION>
<S>                                                                           <C>                 <C> 
                                                                                    1996                1995


Cash flow from operating activities
   Net income                                                                 $     2,697,300      $   2,368,835
   Adjustments to reconcile net income to net cash provided by
     operating activities
      Policyholder assessments on universal life contracts                         (5,167,300)        (4,901,177)
      Surrender charges                                                              (628,460)          (635,432)
      Interest credited to policyholder account balances                            8,259,912          7,686,693
      Realized investment losses                                                       84,184            113,548
      Change in
       Accrued investment income                                                   (1,482,512)        (1,248,737)
       Reinsurance ceded receivables                                                1,964,516           (190,429)
       Deferred policy acquisition costs                                           (2,201,719)        (3,588,346)
       Liabilities for future policy benefits                                         773,656          1,570,950
       Policy and contract claims and other policyholder funds                         43,541           (680,088)
       Income taxes
         Current                                                                    1,068,944          1,410,199
         Deferred                                                                     278,019           (311,984)
      Other, net                                                                     (673,378)        (1,343,896)


         Net cash provided by operating activities                                  5,016,703            250,136


Cash Flows from Investing Activities
   Purchase of fixed maturities held to maturity                                   (6,500,000)       (15,001,732)
   Maturities, calls, and principal reductions of fixed maturities
     held to maturity                                                              15,534,368          5,606,112
   Purchase of fixed maturities available for sale                                (50,627,478)       (22,397,736)
   Proceeds from sale of fixed maturities available for sale                       30,617,977          6,200,406
   Maturities, calls, and principal reductions of fixed maturities
     available for sale                                                             2,489,422             83,742
   Purchase of equity securities                                                     (505,922)             -----
   Proceeds from repayment of mortgage loans                                           78,365            109,232
   Change in policy loans, net                                                       (523,637)            71,431


         Net cash used in investing activities                                     (9,436,905)       (25,328,545)



Cash Flows from Financing Activities
Change in checks drawn in excess of bank balances                                    (786,375)          (307,310)
Deposits to policyholder account balances                                          20,238,719         39,750,524
Withdrawals from policyholder account balances                                    (11,572,961)       (12,610,829)
Change in note payable, net                                                        (3,280,000)        (3,750,000)
Proceeds from issuance of stock, net                                                  291,494            327,586
Dividends paid to stockholders                                                       (231,723)          (183,790)


        Net cash provided by financing activities                                   4,659,154         23,226,181


Net Increase (Decrease) in Cash and Short-term Investments                            238,952         (1,852,228)

Cash and short-term investments at beginning of year                                  721,612          3,465,285

Cash and short-term investments at end of quarter                             $       960,564      $   1,613,057

</TABLE>

            See accompanying Notes to Interim Consolidated Financial Statements.

<PAGE>
                                       5

                                

               ALLIED Life Financial Corporation and Subsidiaries
               Notes to Interim Consolidated Financial Statements

(1) Summary of Significant Accounting Policies

The  accompanying  consolidated  financial  statements  include the  accounts of
ALLIED Life  Financial  Corporation  (the  Company)  and its  subsidiaries  on a
consolidated basis.

At  March  31,  1996,  ALLIED  Mutual  Insurance  Company  (ALLIED  Mutual),  an
affiliated  property-casualty  insurance  company,  controlled 53% of the voting
stock of the Company and the ALLIED Life  Financial  Corporation  Employee Stock
Ownership Trust owned 1%. The remainder was owned by public stockholders.

The accompanying  interim  consolidated  financial  statements should be read in
conjunction  with  the  following  notes  and with  the  Notes  to  Consolidated
Financial  Statements  included in the ALLIED Life  Financial  Corporation  1995
Annual Report to Stockholders.  The interim  consolidated  financial  statements
have been prepared in conformity with generally accepted  accounting  principles
(GAAP) and  include  all  adjustments  which are in the  opinion  of  management
necessary for fair  presentation of the results for the interim periods.  In the
opinion  of  management,  all such  adjustments  are of a normal  and  recurring
nature.  All  significant  intercompany  balances  and  transactions  have  been
eliminated.

(2) Transactions with Affiliates

The  Company  and  its  affiliates  pool  their  excess  cash  pursuant  to  the
Intercompany Cash  Concentration Fund Agreement.  The fund,  administered by AID
Finance  Services,  Inc. (an affiliate of the Company),  also issues  short-term
loans (30 days or less) to affiliated  companies in accordance  with the current
intercompany  borrowing  policy.  At March  31,  1996,  the  Company  had a loan
outstanding of $1,024,711. Pursuant to the Agreement, AID Finance Services, Inc.
receives a management fee of 5 basis points which the fund  participants  pay in
the form of an additional  0.05% in the interest rate for borrowings and a 0.05%
reduction in the interest rate on invested funds.

(3) Note Payable to Nonaffiliates

ALLIED Life Insurance Company,  a wholly owned subsidiary,  has a line of credit
agreement with the Federal Home Loan Bank (FHLB) to make available borrowings of
$25,000,000.  Interest is payable at either an adjustable interest rate with the
interest rate set and charged daily on the  outstanding  advance  amount or at a
fixed  rate  with the  interest  rate set at  issuance.  As of  March  31,  1996
borrowings on this line of credit agreement were $13,325,000 at an interest rate
of 5.85% per annum.  All borrowings with the FHLB are secured by securities with
a carrying value of $31,672,054.

<PAGE>
                                       6

                              

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations

Overview

The following  analysis of the consolidated  results of operations and financial
condition  of the  Company  should  be  read in  conjunction  with  the  interim
consolidated  financial  statements  and related  footnotes  included  elsewhere
herein,  and with the  Company's  Annual  Report on Form 10-K for the year ended
December 31, 1995.

ALLIED Life  Financial  Corporation  is an insurance  holding  company formed by
ALLIED  Mutual  Insurance   Company  (ALLIED  Mutual)  in  1993.  The  financial
statements  include the accounts of ALLIED Life Insurance Company (ALLIED Life),
ALLIED Life Brokerage  Agency,  Inc.  (ALBA),  and ALLIED Group Merchant Banking
Corporation (AGMB).  ALLIED Life accounts for substantially all of the Company's
operations and sells primarily  universal life  insurance,  term life insurance,
and annuity products.

ALLIED Life's universal life insurance products provide life insurance coverages
with flexible premium payments  determined by policyholders  and accumulate cash
value over the policy  term.  Premiums  received  less  policy  assessments  for
administration expenses and mortality costs are credited to policyholder account
balances,   to  which  tax-deferred  interest  is  credited  at  rates  adjusted
periodically by ALLIED Life.  Surrender charges may be deducted from the account
balances if policies  are  surrendered  within a  specified  period  after their
effective dates.

Term life insurance policies provide life insurance  protection over a specified
number of years.  Policyholders remit premiums for the insurance  protection but
accumulate no cash value.

Annuity  contracts  are products  which  provide for fixed or variable  periodic
benefit  payments that commence  according to contract terms and permit interest
income  to  accumulate  on  a  tax-deferred   basis.   Considerations   paid  by
policyholders  are  credited  to  their  accounts  and  earn  interest  at rates
determined by ALLIED Life. To encourage policy  persistency,  surrender  charges
are imposed against account balances for early termination of annuity contracts.

In accordance with GAAP, universal life insurance premiums received are shown as
increases in liabilities for policyholder  account balances and not as revenues.
Revenues  reported  for  universal  life  products  consist of fee  income  from
mortality  charges,  administration  expenses,  and surrender  charges  assessed
against the account balances. Surrender benefits paid are reflected as decreases
in liabilities for these account balances and not as expenses. Interest credited
to account balances is reported as benefit expenses in the financial statements.

                                                         


<PAGE>
                                       7





Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations (Continued)

Premium  revenues  reported for term life  insurance  products are recognized as
revenues  when due.  Benefits  relating to these  products are  associated  with
earned premiums. They are reported as benefit expenses by means of the change in
the liabilities  for future policy benefits so as to recognize  profits over the
premium-paying periods of the policies.

Annuity  considerations  received  and  surrender  benefits  paid  are  shown as
increases and decreases to liabilities for policyholder account balances and are
not shown as revenues  or  expenses.  Revenues  reported  for  annuity  products
consist of surrender  charges  deducted  from  policyholder  accounts.  Expenses
consist of interest credited to account balances.

Another source of revenues for ALLIED Life is investment  income earned from the
funds  deposited  to accounts by  universal  life and annuity  policyholders,  a
portion  of which  is  passed  through  to  these  policyholders  in the form of
interest credited.

The costs related to acquiring new business (principally  commissions),  certain
costs of issuing policies,  and certain other variable selling expenses (defined
as  deferred  policy  acquisition  costs) are  capitalized  and  amortized  into
expenses primarily in proportion to the present value of expected gross profits.
The amortization is adjusted when ALLIED Life revises its estimate of current or
future  gross  profits.  For  example,  deferred  policy  acquisition  costs are
amortized earlier than originally  estimated when policy terminations are higher
than expected and when investments are sold at a gain prior to their anticipated
maturity.

Death  and  other  policyholder  benefits  reflect  ALLIED  Life's  exposure  to
mortality  risk.  They  fluctuate  from  period to period  based on the level of
claims incurred under its insurance retention limit.

Profitability  is  primarily  affected  by  investment  spread  (the  excess  of
investment  income earned over the amounts  credited as interest to policyholder
accounts, mortality experience (difference between actual and expected death and
other  policyholder  benefits),  and the ability to control  policy  acquisition
costs and other operating  expenses.  ALLIED Life's  relatively small size means
that its operating  results may be affected  significantly by the level of death
and other policyholder benefits incurred in any one reporting period.




                                                         


<PAGE>
                                       8




Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations (Continued)

The following  table reflects  ALLIED Life's  production  information and pretax
operating results excluding realized investment losses and related  amortization
of deferred policy acquisition costs for the periods indicated.

<TABLE>

                                                                                  Life Insurance Operations


                                                                                       Three Months Ended

                                                                                            March 31,


<CAPTION>
<S>                                                                              <C>                 <C> 
                                                                                    1996                1995

                                                                                     (Dollars in thousands)
Production information
   Life insurance
     Life insurance face amount in force
       Directly produced by agents
         Universal Life                                                          $  4,228,392       $  4,087,739
         Term life                                                                  3,555,948          2,886,125
         Whole life                                                                    49,688             47,960

                                                                                    7,834,028          7,021,824

       Other                                                                          382,440            526,690


                                                                                 $  8,216,468       $  7,548,514

     Face amount of new life insurance sold
       Directly produced by agents
         Universal Life                                                          $     98,326       $    242,142
         Term life                                                                    293,833            285,603
         Whole life                                                                       977                792

                                                                                      393,136            528,537

       Other                                                                            4,347              5,957


                                                                                 $    397,483       $    534,494


     Life insurance termination rate
         Universal life                                                                   7.0%               7.8%
         Term life                                                                       17.8%              19.5%

   Annuities

     Account balance                                                             $    420,067       $    368,641

     First-year annuity premiums                                                 $      9,268       $     29,154



</TABLE>





                                                         


<PAGE>
                                       9




Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations (Continued)

                                       Life Insurance Operations (Continued)

<TABLE>
                                                                                       Three Months Ended
                                                                                          March 31,



<CAPTION>
<S>                                                                                <C>                <C> 
                                                                                     1996               1995

                                                                                      (Dollars in thousands)
Profitability

   Investment income                                                               $  11,739         $  10,635

   Interest credited on
     Annuities                                                                         5,801             5,225
     Universal Life                                                                    2,375             2,387
     Other                                                                                84                74

         Total interest expense                                                        8,260             7,686

         Investment spread                                                             3,479             2,949

   Fee income
     Universal life charges                                                            5,685             5,285
     Annuity surrender charges                                                           111               252

         Total fee income                                                              5,796             5,537

   Other insurance income                                                              1,575             1,923

         Adjusted insurance revenues                                                  10,850            10,409

   Other expenses
     Amortization of deferred policy acquisition costs (1)                             1,762             1,406
     Renewal commissions                                                                 568               595
     Other operating expenses                                                          1,597             1,421

         Total acquisition and operating expenses                                      3,927             3,422

     Death benefits, net                                                               1,503             1,569
     Other policyholder benefits                                                       1,358             1,934

         Total other expenses                                                          6,788             6,925

   Income before income taxes and realized investment
     losses from insurance operations                                              $   4,062         $   3,484

<FN>
(1) Excludes  excess  amortization of deferred  policy  acquisition  costs
    resulting from net realized investment losses.
</FN>
</TABLE>


RESULTS OF OPERATIONS
Consolidated  revenues  for the three  months  ended  March 31,  1996 were $19.3
million,  a 6.3% increase over the $18.2 million  reported for the first quarter
of 1995. The increase was primarily  attributable to higher  investment  income,
which rose 9.9% to $11.7 million from $10.7 million. This increase resulted from
the 14.9% growth in invested assets.

Operating  income  increased  15.9% to $4.1 million  through March 31, 1996 from
$3.5 million  through March 31, 1995. Net income totaled $2.7 million,  up 13.9%
from $2.4 million  through March 31, 1995.  Operating  earnings per common share
rose to $0.51  through  March 31, 1996 from $0.45  through  March 31, 1995;  net
income per common was $0.50  compared  with $0.44 for the same  periods.  Higher
investment  income  more  than  offset  an  increase  in  interest  credited  to
policyholders,  amortization  of  deferred  policy  acquisition  costs and other
expenses incurred.

<PAGE>
                                       10

                                                        
Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations (Continued)

Life Insurance Operations

Total life  insurance  in force grew 8.8% to $8.2  billion at March 31, 1996 
from $7.5  billion at March 31,  1995. The increase was due to policy retention 
and insurance sales.

The face amount of new life  insurance sold directly by agents through March 31,
1996 decreased  25.6% to $393.1  million from $528.5  million  through March 31,
1995.  The  primary  factor  was a 59.4%  decrease  in the  face  amount  of new
universal life insurance sold to $98.3 million from $242.1 million. Lower market
interest rate levels during the quarter have reduced the  attractiveness  of the
savings  element of  universal  life  products,  affecting  sales.  Policyholder
account balances,  however,  were up 8.1%, and fee income increased 7.6% to $5.7
million from $5.3 million.

The face amount of new term life  insurance  sold  directly by agents  increased
2.9% to $293.8 million  through March 31, 1996 from $285.6 million through March
31, 1995.  Sales of ALLIED Life's ten-year term product have remained strong and
the  twenty-year  term  product  introduced  in the  fourth  quarter,  1995 also
contributed to the increased sales.

First-year  annuity  premiums  decreased 68.2% to $9.3 million through March 31,
1996 from $29.2 million through March 31, 1995. The decrease was due to the flat
interest yield curve during the quarter, which allowed banks and other financial
institutions to offer  short-term  certificates  of deposit at more  competitive
interest  rates.  To combat the flat yield  curve,  ALLIED  Life  introduced  an
indexed deferred  annuity product March 29, 1996. While  guaranteeing the return
of principle to the customer,  their annuity  return is based on a percentage of
the  gain of the S&P 500  index.  This  new  product  is  expected  to  begin to
contribute to sales in the second  quarter of 1996.  The total  annuity  account
balance increased 14% to $420.1 million at March 31, 1996 from $368.6 million at
March 31, 1995.

Adjusted  insurance revenues increased 4.2% to $10.8 million for the first three
months of 1996  from  $10.4  million  for the first  three  months of 1995.  The
increase was primarily  attributable to increased  investment spread and greater
fee  income.  The growth in life  insurance  in force and  policyholder  account
balances  permitted  invested  assets to increase 15.4% to $660 million at March
31, 1996 from $571.8 million at March 31, 1995,  allowing  investment  income to
increase by 10.4%.  ALLIED  Life's return on invested  assets  through March 31,
1996  decreased to 7.28% from 7.55% through March 31, 1995. The decrease was due
to the fact that  ALLIED  Life was  reinvesting  maturing  investments  at lower
interest rates.

Investment  spread  through  the  first  quarter  of 1996 and 1995  grew to $3.5
million from $2.9 million.  Annual average  interest-credited rates on universal
life  contracts  decreased to 5.6% from 6.1% and on annuities  decreased to 5.6%
from 5.9%.  The ratio of  investment  spread to investment  income  increased to
29.6% from 27.7% despite the volatile interest rate  environment.  This increase
is evidence of ALLIED Life's ability to adjust interest credited to policyholder
accounts to reflect trends in investment earnings.

Amortization of deferred policy  acquisition  costs through the first quarter of
1996 and 1995  increased  25.3% to $1.8  million  from $1.4  million  because of
ALLIED Life's  increase in  profitability.  Other insurance  operating  expenses
increased  12.4%  to $1.6  million  from  $1.4  million,  a  result  of  product
development costs and overall growth.


                                                         


<PAGE>
                                       11




Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations (Continued)

Death  benefits net of  reinsurance  through the first  quarter of 1996 and 1995
decreased 4.2% to $1.5 million from $1.6 million.  Other  policyholder  benefits
decreased  29.8% to $1.4  million  from $1.9  million  as a result of  decreased
reserves on supplemental contracts.

ALLIED Life's  operating income before taxes through March 31, 1996 and 1995 was
up 16.6% to $4.1 million from $3.5 million.  The increase  occurred  because the
improved investment spread and lower death and other policyholder  benefits more
than offset the higher  deferred  policy  acquisition  costs and other operating
expenses.

LIQUIDITY AND CAPITAL RESOURCES

Consolidated

Life insurance companies generally produce a positive cash flow from operations.
Its adequacy is measured by the companies' liquidity. There should be sufficient
cash to meet benefit  obligations to policyholders and normal operating expenses
as they are incurred and  sufficient  excess to help meet future policy  benefit
payments and to write new business.  ALLIED Life's liquidity  position continued
to be  favorable  for the  first  quarter  1996.  Cash  inflows  were at  levels
sufficient to provide the grounds necessary to meet its obligations.

The Company's cash inflows consist primarily of deposits to policyholder account
balances, income from sales, maturities and calls of investments, and repayments
of investment  principal.  The Company's cash outflows  primarily are related to
policyholder  account  withdrawals,  investment  purchases,  policy  acquisition
costs,  policyholder  benefits,  and current operating expenses.  These outflows
typically are met from normal annual premium and net investment cash inflows.

In the first quarter of 1996, the Company operations provided cash inflows of $5
million and financing  activities  provided cash inflows of $4.7 million. In the
first  quarter of 1995 it was $250,000 and $23.2  million,  respectively.  These
inflows were used primarily to increase the Company's fixed maturity  investment
portfolio.

Matching the  investment  portfolio  maturities  to the cash flow demands of the
insurance  coverages being provided is an important  consideration.  The Company
continually  monitors  benefit  and claims  statistics  to project  future  cash
requirements. As part of this monitoring process, the Company performs cash-flow
testing of its assets and  liabilities  under various  scenarios to evaluate the
adequacy  of  reserves.  In  developing  its  investment  strategy,  the Company
establishes a level of cash and securities  that when combined with expected net
cash  inflows  from  operations,   maturities  of  fixed-maturity   investments,
principal payments on mortgage-backed  securities, and its insurance products is
believed to be adequate to meet anticipated short-term and long-term benefit and
expense payment obligations.

A source of cash flows for the holding company is dividend  payments from ALLIED
Life.  During the first  quarter of 1996,  the Company  paid cash  dividends  on
common stock of $232,000.  ALLIED Life paid to the Company dividends of $237,500
to fund the Company's dividend requirements.

The Company has a line of credit agreement that provides  additional  liquidity.
The agreement  makes $25 million  available  through March 1, 1997.  Interest is
payable at a current rate upon issuance. From time to time, the Company has also
borrowed funds from its affiliates on an arms-length  basis.  At March 31, 1996,
the

                                                         


<PAGE>
                                       12




Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations (Continued)

Company had  outstanding  borrowings  of $13.3  million  under the line of 
credit  agreements  and  borrowings of $1 million from affiliates.

Management anticipates that funds to meet the Company's short-term and long-term
capital  expenditures,  cash dividends,  and operating cash needs will come from
existing  capital  and  internally  generated  funds and  believes  the total is
adequate to meet expected cash  obligations.  As of March 31, 1996,  the Company
had no material  commitments  for capital  expenditures.  As additional  capital
needs arise,  the Company will  consider  taking an  additional  debt or issuing
equity.  Specific  methods  for meeting  such needs will  depend upon  financial
market conditions at the time.




































                                                         


<PAGE>
                                       13




                                     PART II



Item 6.      Exhibits and Reports on Form 8-K

(a)  Exhibit  10.12  -  Federal  Home  Loan  Bank  Open  Line  of  Credit
     Application  and Terms Agreement dated March 13, 1996 with ALLIED Life 
     Insurance
     Company.
      Exhibit 11     -   Statement re Computation of Per Share Earnings.

      Exhibit 27     -   Financial Data Schedule

(b) There were no reports  filed on Form 8-K during the first quarter of 1996.
















                                   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.

                                               ALLIED Life Financial Corporation
                                                        (Registrant)



Date: May 10, 1996              By:       /s/   Wendell P. Crosser
                                ----------------------------------------
                                Wendell P. Crosser, Vice President and Treasurer
                               (Principal Financial Officer and Principal 
                                Accounting Officer)




              OPEN LINE OF CREDIT APPLICATION AND TERMS AGREEMENT


APPLICATION
ALLIED Life Insurance Company ("Member") hereby applies to the Federal Home Loan
Bank of Des Moines ("Bank") for an Open Line of Credit  commitment  beginning on
the date of  approval  and ending one year from the date of  approval,  ("Ending
Date") in the amount of $ 25,000,000.00

TERMS
      1. Member,  through its  authorized  representative  may request  funds by
      telephone advice up to the approved Open Line of Credit limit.  Funds will
      be available upon advice.

     2. Member may choose either an adjustable interest rate advance or a 
        fixed-rate, fixed-term, non-prepayable advance as follows:
           a) For an adjustable interest rate advance, the interest rate will be
           set and charged daily on the outstanding advance amount. The interest
           amount will be deducted  daily by the Bank from the  member's  demand
           account.

           b) For a fixed-rate, fixed-term, non-prepayable advance, the interest
           rate will be set at issuance.  The interest amount will be charged to
           the member's demand account at maturity.

      3. Each  adjustable  interest  rate advance  funded under the Open Line of
      Credit will be available  after the  approval  date and will mature on the
      Ending Date. Each fixed-rate,  fixed-term,  nonprepayable  advance will be
      available  after  approval  and will  mature at the  maturity  date of the
      advance.

      4. Member  represents  and  warrants  that the Open Line of Credit  amount
      requested does not exceed 15% of assets.

      5.The Bank shall have no obligation to make any advance under the Open 
       Line of Credit unless the Bank is satisfied as to Member's continued 
       creditworthiness and compliance with the terms of the Agreement for 
       Advances, Pledge and Security Agreement ("AAPSA"). If adverse facts 
       develop which make the member ineligible for Bank  advances,  the member
       must provide the Bank with  immediate written  notification  of its 
       ineligibility  and the Bank may cancel this commitment.
 
      6.The fee for this Open Line of Credit  commitment  equals .05% times the
      amount of the commitment.  This fee will be charged to the member's demand
      account on the date this application is approved by the Bank.




<PAGE>
                                        15                                     



     7.  This  Application  and  Terms  Agreement,  if  approved  by the  Bank,
     will constitute  the Agreement  between Member and Bank as to the Open Line
     of Credit and will be wholly incorporated into and become a part of the 
     AAPSA


By signing this agreement, member hereby accepts the terms hereof.

ALLIED Life Insurance Company                           Date February 20, 1996
Member


By: Wendell P. Crosser                                   By: Timothy J. Callahan



Typed Name of Signer                           Typed Name of Signer

Vice President & Treasurer                     Investment Accounting Supervisor
Title                                          Title



      FOR FHLB USE
Date Approved:       
       3-13-96                     FEDERAL HOME LOAN  BANK OF DES MOINES
Expiration Date:          
     3-13-97                               By:George A. Kattermann
Amount Approved       
    $25,000,000                            By: David J Waldrin
Commitment Number:  
     11099703
Commitment Fee:     
    $12,500


<PAGE>
                                       16



                                 CERTIFICATION


      I, Sally J. Malloy,  Assistant Secretary of ALLIED Life Insurance Company,
701 Fifth Avenue, Des Moines, Iowa certify the attached to be a true and correct
copy of the resolution adopted by the Executive Committee of the Board of 
Directors  on  September  18, 1995.

                                                          Sally Malloy

                                                      Assistant Secretary

                                                             2/20/96





Exhibit 11
                            ALLIED Life Financial Corporation and Subsidiaries
                                    Computation of Per Share Earnings
                          For the three months ended March 31, 1996 and 1995

<TABLE>


<CAPTION>
<S>                                                                              <C>                 <C> 
                                                                                    1996                1995



Primary

Net income                                                                       $  2,697,300       $  2,368,835

Preferred stock dividends                                                            (367,085)          (343,318)

Adjusted net income                                                                 2,330,215          2,025,517


Earnings per share                                                               $        .49       $        .43



Weighted average number of common shares outstanding                                4,633,202          4,590,096

Effect of conversion of ESOP Series preferred stock*                                   96,491             86,855

Dilutive effect of unexercised stock options**                                         54,327             45,119


     Total                                                                          4,784,020           4,722,070




Fully Diluted

Net income                                                                       $  2,697,300       $  2,368,835

Preferred stock dividends                                                            (367,085)          (343,318)


Adjusted net income                                                              $  2,330,215       $  2,025,517



Earnings per share                                                               $        .49       $        .43



Weighted average number of common shares outstanding                                4,633,202          4,590,096

Effect of conversion of ESOP Series preferred stock*                                   96,491             86,855

Dilutive effect of unexercised stock options**                                         53,698             46,021


     Total                                                                          4,783,391          4,722,972



<FN>

*    For purposes of computing primary and fully diluted earnings per share the Company's ESOP convertible preferred stock 
     (which is convertible to common stock) is considered a common stock equivalent.

**   Note:   Primary - Based on average market price.
             Fully Diluted - Based on the higher of the average market price or the market price at the end of each period 
             presented.
</FN>
</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                           7
                  
                    
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-END>                                   MAR-31-1996
<DEBT-HELD-FOR-SALE>                           432,845
<DEBT-CARRYING-VALUE>                          643,139
<DEBT-MARKET-VALUE>                            650,197
<EQUITIES>                                       4,954
<MORTGAGE>                                       1,750 
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 660,853
<CASH>                                               0   
<RECOVER-REINSURE>                               5,662
<DEFERRED-ACQUISITION>                          88,356
<TOTAL-ASSETS>                                 767,143 
<POLICY-LOSSES>                                 33,228
<UNEARNED-PREMIUMS>                                 71
<POLICY-OTHER>                                   1,363
<POLICY-HOLDER-FUNDS>                          599,635
<NOTES-PAYABLE>                                 13,325
                                0
                                     23,496
<COMMON>                                         4,635
<OTHER-SE>                                      69,761
<TOTAL-LIABILITY-AND-EQUITY>                   767,143
                                       1,215
<INVESTMENT-INCOME>                             11,750
<INVESTMENT-GAINS>                                 (84) 
<OTHER-INCOME>                                   6,444
<BENEFITS>                                      11,121
<UNDERWRITING-AMORTIZATION>                      1,733
<UNDERWRITING-OTHER>                             2,427
<INCOME-PRETAX>                                  4,044
<INCOME-TAX>                                     1,347
<INCOME-CONTINUING>                              2,697
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                     0.49
<EPS-DILUTED>                                     0.49
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0 
<PAYMENTS-PRIOR>                                     0 
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        


</TABLE>


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