ALLIED LIFE FINANCIAL CORP
10-Q, 1997-11-14
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 September 30, 1997

                         Commission File Number 0-22404



                        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 November 1, 1997:

                        4,395,669 shares of Common Stock.

                        This document contains 16 pages.


<PAGE>


                                     PART I

Item 1.  Financial Statements

               ALLIED Life Financial Corporation and Subsidiaries
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
<S>                                                                         <C>                 <C>
                                                                             September 30,       December 31,
                                                                                1997                 1996


Assets

   Investments

     Fixed maturities

       Held to maturity at amortized cost
         (fair value $0 in 1997 and
           $205,347,823 in 1996 - see note 6)                                    $   --------       $199,208,835

       Available for sale, at fair value
         (amortized cost $722,608,206 in 1997
          and $492,686,241 in 1996 - see note 6)                                  746,302,390        500,289,070

     Equity securities at fair value                                               10,284,460          6,406,552

     Mortgage loans on real estate                                                  1,009,684          1,456,688

     Policy loans                                                                  10,970,441         10,306,724

     Other invested assets                                                          3,200,017          3,751,415

     Short-term investments, at cost                                                5,117,108            919,687

         Total investments                                                        776,884,100        722,338,971

   Accrued investment income                                                       11,467,744          9,738,060

   Accounts receivable                                                                900,487            607,737

   Reinsurance ceded receivables                                                    6,346,885          5,786,434

   Current income taxes recoverable                                                   147,968            -------

   Deferred policy acquisition costs                                               88,822,454         92,417,588

   Other assets                                                                     9,442,544          4,710,933


        Total assets                                                             $894,012,182       $835,599,723

</TABLE>


      See accompanying Notes to Interim Consolidated Financial Statements.


                                        1


<PAGE>


                 ALLIED Life Financial Corporation Subsidiaries
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
<S>                                                                            <C>                 <C>


                                                                                September 30,       December 31,
                                                                                   1997                1996

Liabilities

Policy liabilities

   Policyholder account balances
     Annuity contracts                                                           $503,092,581       $467,504,991
     Universal life contracts                                                     193,246,785        182,726,695
     Other                                                                          7,628,495          8,846,156
   Future policy benefits                                                          36,503,005         33,473,558
   Policy and contract claims                                                       3,843,756          3,735,623
   Other policyholder funds                                                         2,131,743          1,575,995


                                                                                  746,446,365        697,863,018

Checks drawn in excess of bank balances                                             1,985,748          3,163,318
Current income taxes payable                                                         --------            940,576
Deferred income taxes                                                              10,472,755          8,008,946
Indebtedness to affiliates (note 2)                                                 3,785,006          2,188,068
Note payable (note 3)                                                              15,340,000         20,470,000
Other liabilities                                                                   4,997,519          3,024,175


         Total liabilities                                                        783,027,393        735,658,101

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 2,254,056 in 1997 and 2,143,691 in 1996                        24,456,507         23,259,047

     ESOP Series, authorized  300,000 shares, issued
     and outstanding of 106,332 in 1997 and 93,982 in 1996                          1,555,020          1,327,186
Common stock, no par value, $1 stated value,
    authorized 25,000,000 shares, issued and outstanding of
    4,389,958 in 1997 and 4,497,238 in 1996 (note 5)                                4,389,958          4,497,238
Additional paid-in capital (note 5)                                                44,847,974         46,596,171
Retained earnings                                                                  27,308,547         21,751,088
Unrealized appreciation of investments, net                                         8,426,783          2,510,892


              Total stockholders' equity                                          110,984,789         99,941,622

              Total liabilities and stockholders' equity                         $894,012,182       $835,599,723
</TABLE>

      See accompanying Notes to Interim Consolidated Financial Statements.

                                        2
<PAGE>

               ALLIED Life Financial Corporation and Subsidiaries
                        Consolidated Statements of Income

<TABLE>
<CAPTION>
<S>                                        <C>                  <C>                <C>                  <C>
                                              Three Months Ended                         Nine Months Ended
                                                 September 30,                             September 30,

                                             1997               1996                1997                 1996

Revenues
Insurance revenues
   Policyholder assessments on
     universal life contracts             $ 5,514,761         $ 5,205,649        $ 16,327,976         $ 15,459,557
   Surrender charges                          765,062             501,338           1,989,811            1,697,709
   Life insurance premiums                  3,709,807           3,938,434          10,607,584            9,983,794
   Other insurance income                   1,373,468           1,033,109           3,950,104            2,725,356
   Reinsurance premiums ceded              (2,836,687)         (2,059,834)         (7,587,096)          (6,327,458)

     Total insurance revenues               8,526,411           8,618,696          25,288,379           23,538,958
Investment income                          13,223,359          11,826,527          38,758,081           35,513,401
Realized investment gains (losses)            857,447             (48,532)            605,128             (193,006)
Other income                                  478,337             247,403           1,140,351              805,498

                                           23,085,554          20,644,094          65,791,939           59,664,851


Benefits and Expenses

Policyholder benefits
   Interest credited to policyholder
     account balances
       Annuity contracts                    6,821,863           6,204,824          19,679,757           18,061,925
       Universal life contracts             2,568,016           2,357,526           7,512,101            7,081,105
       Other                                  138,058             100,855             353,488              272,624
   Death benefits                           3,404,794           3,543,015           8,289,260            7,906,412
   Other policyholder benefits              1,312,179           2,373,358           3,855,735            5,805,959
   Reinsurance recoveries                  (1,465,466)         (1,618,997)         (1,848,839)          (3,601,772)


        Total policyholder benefits        12,779,444          12,960,581          37,841,502           35,526,253


Amortization of deferred policy
  acquisition costs                         3,146,073           1,921,766           7,858,996            5,764,046
Commissions                                 1,069,295             889,565           2,953,592            2,366,136
Affiliated operating expenses                 171,983             207,875             473,426              817,460
Other insurance operating expenses          1,681,965           1,555,593           5,220,016            4,396,960

                                           18,848,760          17,535,380          54,347,532           48,870,855



Income before income taxes                  4,236,794           3,108,714          11,444,407           10,793,996

Income Taxes
  Current                                   2,291,969             976,385           4,534,348            3,451,253
  Deferred                                   (881,158)             26,894            (721,670)              75,913

                                            1,410,811           1,003,279           3,812,678            3,527,166


Net Income                                $ 2,825,983         $ 2,105,435         $ 7,631,729          $ 7,266,830

Net income applicable to
  common stock                            $ 2,393,128         $ 1,701,857         $ 6,352,881          $ 6,074,716


Earnings Per Common Share                 $      0.55         $      0.37         $      1.43          $      1.32


Weighted average number of
    common shares outstanding               4,380,847           4,559,259           4,442,423            4,609,230

</TABLE>

      See accompanying Notes to Interim Consolidated Financial Statements


                                        3

<PAGE>
                 ALLIED Life Financial Corpor ation and Subsidiaries
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
<S>                                                                            <C>               <C>

                                                                                       Nine Months Ended
                                                                                         September 30,

                                                                                    1997                1996

Cash Flow From Operating Activities
   Net income                                                                  $   7,631,728      $    7,266,830
   Adjustments to reconcile net income to net cash provided by
     operating activities
      Policyholder assessments on universal life contracts                       (16,327,976)        (15,459,557)
      Surrender charges                                                           (1,989,811)         (1,697,709)
      Interest credited to policyholder account balances                          27,545,346          25,415,654
      Realized investment (gains) losses                                            (605,128)            193,006
      Change in
       Accrued investment income                                                  (1,729,684)         (1,968,861)
       Reinsurance ceded receivables                                                (560,451)          1,342,573
       Deferred policy acquisition costs                                          (4,735,434)         (7,432,551)
       Liabilities for future policy benefits                                      3,029,447           4,240,501
       Policy and contract claims and other policyholder funds                       663,881             384,716
       Current income taxes                                                       (1,088,544)            568,554
       Deferred income taxes                                                        (721,670)             75,913
       Other, net                                                                 (1,333,098)           (708,100)


         Net cash provided by operating activities                                 9,778,606          12,220,969


Cash Flows from Investing Activities
   Purchase of fixed maturities held to maturity                                  (7,593,891)        (13,500,000)
   Maturities, calls, and principal reductions of fixed maturities
     held to maturity                                                              8,022,208          34,425,618
   Purchase of fixed maturities available for sale                              (164,465,487)       (103,686,214)
   Proceeds from sale of fixed maturities available for sale                     109,456,992          31,635,277
   Maturities, calls, and principal reductions of fixed maturities
     available for sale                                                           24,523,676           8,870,970
   Purchase of equity securities                                                  (3,821,338)         (1,513,190)
   Proceeds from sale of equity securities                                         1,400,752            --------
   Proceeds from repayment of mortgage loans                                         447,345             251,528
   Change in other invested assets                                                  --------          (4,145,017)
   Change in policy loans, net                                                      (663,717)           (752,418)
   Purchase of property, plant, and equipment                                     (2,294,702)           --------


         Net cash used in investing activities                                   (34,988,162)        (48,413,446)


Cash Flows from Financing Activities
Change in checks drawn in excess of bank balances                                 (1,177,571)           (665,215)
Deposits to policyholder account balances                                         88,058,880          79,631,368
Withdrawals from policyholder account balances                                   (51,928,195)        (38,335,589)
Change in note payable, net                                                       (5,130,000)         (3,125,000)
Change in note payable from affiliates                                             2,088,312           1,750,000
Proceeds from issuance of stock, net                                                 850,490             359,445
Repurchase of stock                                                               (2,478,131)         (2,541,250)
Dividends paid to stockholders                                                      (876,808)           (736,341)

              Net cash provided by financing activities                           29,406,977          36,337,418

Net Increase in Cash and Short-term Investments                                    4,197,421             144,941

   Cash and short-term investments at beginning of year                              919,687             721,612

   Cash and short-term investments at end of quarter                          $    5,117,108         $   866,553

</TABLE>

       See accompanying Notes to Interim Consolidated Financial Statements


                                        4
<PAGE>


               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 September 30, 1997,  ALLIED Mutual  Insurance  Company  (ALLIED  Mutual),  an
affiliated  property-casualty  insurance  company,  controlled 56% of the voting
stock of the Company and the ALLIED Life  Financial  Corporation  Employee Stock
Ownership Trust owned 2%. 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's Annual
Report on 10K for the year ended  December  31, 1996.  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 a 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  September  30,  1997,  the  Company had an
investment  balance in the  intercompany  fund of  $3,079,693.  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.

The Company has various notes payable with ALLIED Mutual.  At September 30, 1997
the outstanding balance of the notes payable was $3,705,660.

(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 September  30, 1997,
borrowings on this line of credit agreement were $15,340,000 at an interest rate
of 6.49% per annum.  All borrowings with the FHLB are secured by securities with
a carrying value of $29,945,173.

(4) New Accounting Standard

In February  1997,  the  Financial  Accounting  Standards  Board  (FASB)  Issued
Statement of Financial Accounting Standards (SFAS) 128, "Earnings Per Share".
SFAS 128 supersedes Opinion 15, "Earnings Per Share"




                                        5

<PAGE>

     ALLIED Life Financial Corporation and Subsidiaries
   Notes to Interim Consolidated Financial Statements (continued)

and specifies the  computation,  presentation,  and disclosure  requirements for
earnings per share (EPS). It replaces the  presentation of primary EPS and fully
diluted EPS with basic EPS and diluted  EPS.  Basic EPS  includes  the  weighted
average  number  of  common  shares   outstanding   and  excludes  all  dilutive
securities.  Diluted EPS reflects  the  potential  dilution  that could occur if
securities or other contracts to issue common stocks were exercised or converted
into common stock.  Diluted EPS is computed similarly to fully diluted EPS under
APB 15. Statement 128 is effective for financial statements for both interim and
annual periods ending after  December 15, 1997.  Management has determined  that
the  implementation  will not have a material  effect on its  earnings per share
calculations.

(5) Stock Repurchase Program

Effective  May 13,  1997,  the Board of  Directors  approved a stock  repurchase
program to acquire up to 150,000  shares of the Company common stock on the open
market  pursuant to rule 10b-18 under the  Securities  Exchange Act of 1934. The
Company  completed the program during the second quarter of 1997 and repurchased
and cancelled 150,000 shares at an average cost of $16.52 per share.

(6)  Transfer of Securities to Available For Sale

Effective  May 13,  1997,  the  Company  transferred  its  remaining  securities
classified  as held to  maturity  ($196  million)  to  available  for  sale.  In
accordance  with SFAS 115 the Company now carries all of its  securities at fair
value and as a result a $1.2 million increase to stockholders'  equity was made.
The Company  made the  transfer to allow for more  flexibility  with  regards to
selling securities from its investment  portfolio.  The Company has no intent of
putting future purchases in the held to maturity portfolio.






























                                       6

<PAGE>

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, 1996.

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.

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



                            Life Insurance Operations

<TABLE>
<CAPTION>
<S>                                              <C>                <C>              <C>             <C>       <C>
                                                     Three Months Ended                  Nine Months Ended
                                                        September 30,                       September 30,
                                                  1997               1996             1997             1996

                                                                     (Dollars in thousands)
Production information
   Life insurance
     Face amount in force
       Directly produced by agents

         Universal Life                                                              $4,527,752       $4,263,599
         Term life                                                                    4,464,484        4,090,843
         Whole life                                                                      50,945           49,621

                                                                                      9,043,181        8,404,063

       Other                                                                            380,282          376,255

                                                                                     $9,423,463       $8,780,318


     Face amount of new life insurance sold
       Directly produced by agents

         Universal Life                            $ 131,121        $  86,690         $ 430,467      $   273,758
         Term life                                   303,756          512,036           934,434        1,172,788
         Whole life                                    1,248            1,233             5,727            3,392

                                                     436,125          599,959         1,370,628        1,449,938

       Other                                           1,050           (2,821)            4,299            8,384

                                                   $ 437,175        $ 597,138       $ 1,374,927      $ 1,458,322


     Termination rate
       Universal Life                                    7.5%             5.9%              6.9%             6.5%
       Term life                                        27.5%            18.2%             20.7%            17.6%

   Annuities
     Account balance                                                                $   503,093      $   450,679
     First-year annuity premiums                   $  22,268        $   21,105      $    55,225      $    47,203
</TABLE>



                                        7

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


                      Life Insurance Operations (Continued)

<TABLE>
<CAPTION>
<S>                                                  <C>             <C>               <C>               <C>
                                                      Three Months Ended                 Nine Months Ended
                                                          September 30,                     September 30,

                                                      1997              1996             1997              1996
                                                                           (Dollars in thousands)
Profitability
Investment income                                    $13,204          $11,818           $38,716          $35,482

Interest credited on
     Annuities                                         6,822            6,205            19,680           18,062
     Universal life                                    2,568            2,358             7,512            7,081
     Other                                               138              100               353              273

         Total interest expense                        9,528            8,663            27,545           25,416

         Investment spread                             3,676            3,155            11,171           10,066

Fee income
     Universal life charges                            6,099            5,603            17,768           16,788
     Annuity surrender charges                           180              104               550              369

         Total fee income                              6,279            5,707            18,318           17,157

Other insurance income                                 2,247            2,911             6,971            6,382

         Adjusted insurance revenues                  12,202           11,773            36,460           33,605

Other expenses
     Amortization of deferred policy
       acquisition costs (1)                           2,708            1,946             7,629            5,840
     Renewal commissions                                 739              742             2,232            1,901
     Other operating expenses                          1,687            1,647             5,256            4,908

         Total acquisition and operating
           expenses                                    5,134            4,335            15,117           12,649
     Death benefits, net                               1,773            2,254             6,068            5,128
     Other policyholder benefits, net                  1,477            2,044             4,229            4,983


         Total other expenses                          8,384            8,633            25,414           22,760

Income before income taxes and realized
   investment gains (losses) from
   insurance operations                              $ 3,818          $ 3,140           $11,046          $10,845

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

</FN>
</TABLE>


RESULTS OF OPERATIONS

Consolidated  revenues for the nine months ended  September  30, 1997 were $65.8
million,  a 10.3%  increase over the $59.7  million  reported for the first nine
months of 1996. Investment income rose 9.1% to $38.8 million from $35.5 million.
The company had realized  investment  gains of $605,000 in 1997 while in 1996 it
had realized investment losses of $193,000.

For the third quarter only, consolidated revenues grew 11.8% to $23.1 million in
1997 from $20.6 million in 1996. Investment income for the quarter grew 11.8% to
$13.2  million  from $11.8  million.  For the quarter  the Company had  realized
investment  gains of $857,000  while for the third quarter 1996, the Company had
realized investment losses of $49,000.


                                        8
<PAGE>

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


Operating  income  increased to $11.1  million  from $10.9  million for the nine
months  ended  1997 and 1996,  respectively.  Net  income  increased  5% to $7.6
million  ($1.43 per common share) from $7.3 million ($1.32 per common share) for
the same time  periods.  Operating  earnings per common share for the first nine
months of 1997 were $1.37  compared  to $1.34 for the first nine months of 1996.
For the third quarter only,  operating  income  increased  21.9% to $3.8 million
from $3.1 million. Net income increased to $2.8 million ($0.55 per common share)
from $2.1 million ($0.37 per common share) for the same time periods.  Operating
earnings per common share for the third  quarter of 1997 were $0.48  compared to
$0.38 for the third quarter of 1996.

Life Insurance Operations

The  following  analysis  of life  insurance  operations  should  be  read  with
reference to the preceding tables.

Total life  insurance in force grew 7.3% to $9.4  billion at September  30, 1997
from $8.8 billion at September 30, 1996.  Term life insurance sales were down as
the market for this product line remains price competitive.

The face amount of new life insurance sold directly by agents through  September
30, 1997  decreased 5.5% to $1.37 billion from $1.45 billion  through  September
30, 1996. The primary factor was a 20.3% decrease in the face amount of new term
life insurance sold to $934.4 million from $1.17 billion.  For the third quarter
only, the face amount of new term life insurance sold decreased  40.7% to $303.8
million  from  $512  million.  ALLIED  Life  continues  to sell  mainly  ten and
twenty-year term policies within this product line.

The face  amount  of new  universal  life  insurance  sold  directly  by  agents
increased 57.2% to $430.5 million through September 30, 1997 from $273.8 million
through  September 30, 1996.  For the third quarter only, the face amount of new
universal  life  insurance  sold  increased  51.3% to $131.1  million from $86.7
million.  Universal life  policyholder  account  balances were up 8.3% to $193.2
million from $178.4 million.

First-year annuity premiums increased 17% to $55.2 million through September 30,
1997 from $47.2 million through  September 30, 1996. For the third quarter only,
first year annuity premiums  increased 5.5% to $22.3 million from $21.1 million.
The total annuity account balance increased 11.6% to $503.1 million at September
30, 1997 from $450.7 million at September 30, 1996.

The increases in sales of universal life insurance and annuity  premiums are the
result of the improved  agent  recruiting  efforts of the Company.  Year to date
they have signed 1,204 net new producer contracts,  a 90.2% increase over 1996's
year to date total of 633.

Adjusted  insurance  revenues increased 8.5% to $36.5 million for the first nine
months of 1997 from $33.6 million for the first nine months of 1996.  The growth
in life insurance in force and policyholder  account balances permitted invested
assets,  on a cost basis,  to increase  9.5% to $750.1  million at September 30,
1997 from $685.1 million at September 30, 1996,  allowing  investment  income to
increase by 9.1%.  ALLIED Life's return on invested assets through September 30,
1997 decreased to 7.25% from 7.31% through September 30, 1996. Investment spread
for the first  nine  months of 1997 and 1996 grew to $11.2  million  from  $10.1
million.  For the third quarter only, the investment spread grew to $3.7 million
from $3.2 million. Annual average interest-

                                        9
<PAGE>

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

credited rates on universal life contracts  decreased to 5.32% from 5.44% and on
annuities  decreased  to 5.44% from  5.61%.  The ratio of  investment  spread to
investment  income  increased to 28.9% from 28.4% despite the volatile  interest
rate environment.

Amortization of deferred policy  acquisition  costs for the first nine months of
1997 and 1996 increased  30.6% to $7.6 million from $5.8 million.  For the third
quarter only,  amortization of deferred policy acquisition costs increased 39.1%
to $2.7 million from $1.9 million.  Other operating  expenses  increased 7.1% to
$5.3 million from $4.9  million.  For the third quarter  only,  other  operating
expenses increased 2.4% to $1.7 million from $1.6 million.

Death  benefits  net of  reinsurance  for the first nine months of 1997 and 1996
increased  18.3% to $6.1  million  ($0.72 per common  share)  from $5.1  million
($0.61 per common  share).  For the third  quarter only,  death  benefits net of
reinsurance  decreased  21.3% to $1.8 million ($0.22 per common share) from $2.3
million ($0.29 per common share). Other policyholder benefits net of reinsurance
decreased  15.1% to $4.2 million from $5 million.  For the third  quarter  only,
they decreased 27.7% to $1.5 million from $2 million.

ALLIED Life's  operating  income  through  September 30, 1997 and 1996 increased
1.9% to $11 million from $10.8  million.  For the third quarter only,  operating
income  increased  21.6% to $3.8  million  from $3.1  million.  For the year the
Company has  experienced  higher  death  benefits and  amortization  of deferred
policy  acquisition  costs.  For  the  quarter,  these  were  offset  by  higher
investment  spread  and  fee  income  revenues  and  lower  increases  in  other
policyholder benefits. Even though death benefits were higher for the year, they
were down substantially for the quarter.

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  third  quarter  1997.  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.

For the first nine months of 1997 the Company  operations  provided cash inflows
of $9.8 million and financing activities provided cash inflows of $29.4 million.
For the  first  nine  months  of 1996 it was $12.2  million  and $36.3  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


                                       10

<PAGE>


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

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.  Through the third  quarter of 1997,  the Company  paid cash  dividends on
common  stock of  $795,000.  ALLIED Life paid to the Company  dividends  of $1.3
million to fund the Company's dividend  requirements and its note payment on the
indebtedness to affiliates.

The Company has a line of credit agreement that provides  additional  liquidity.
The agreement makes $25 million  available  through March 13, 1998.  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 September 30,
1997, the Company had outstanding  borrowings of $15.3 million under the line of
credit agreements and $3.7 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 September  30,  1997,  the
Company had no material  commitments  for capital  expenditures.  As  additional
capital  needs arise,  the Company will consider  taking on  additional  debt or
issuing  equity.  Specific  methods  for  meeting  such needs will  depend  upon
financial market conditions at the time.





















                                       11
<PAGE>
                                     PART II


Item 6.      Exhibits and Reports on Form 8-K

(a) 10.43 Promissory Note dated October 28, 1997 between ALLIED Mutual Insurance
Company and ALLIED Life Financial Corporation.

   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 third quarter of 1997.



                                   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: November 13, 1997       By:  /s/   Wendell P. Crosser
                              Wendell P. Crosser, Vice President and Treasurer
                              (Principal Financial Officer and Principal
                              Accounting Officer)




















                                       12



                                 PROMISSORY NOTE




No.  013102897   Des Moines, Iowa       October 28, 1997         $ 2,500,000
 
For value received, the undersigned promises to pay, to the order of

ALLIED Mutual Insurance Company at its office in Des Moines, Iowa the sum of

Two Million Five HundredThousand Dollars, with quarterly  interest and principal

payments beginning January 28, 1998 according to the attached loan amortization

schedule. Final payment shall be due on October 28, 2000. Interest shall accrue

at the rate of 6.50 % per annum from the date of loan and all interest shall be

computed under the commercial loan method on the basis of a 360 day year with no

penalty for prepayment and with a pro rata refund of any unearned finance 

charge. Principal and interest not paid when due shall earn interest at the

rate of 1.5% per month during the period of delinquency.






 
                                        ALLIED Life Financial Corporation
                                          /s/ Wendell P. Crosser  
                                        By    Wendell P. Crosser, Vice President
 
                                   



Exhibit 11
               ALLIED Life Financial Corporation and Subsidiaries
                        Computation of Per Share Earnings
<TABLE>
<CAPTION>
<S>                                            <C>              <C>               <C>               <C>
                                                   Three Months Ended                     Nine Months Ended
                                                       September 30,                        September 30,

                                                  1997             1996                 1997           1996
Primary

Net income                                     $2,825,982       $2,105,435         $7,631,729       $7,266,830
Preferred stock dividends                        (432,855)        (403,578)        (1,278,848)      (1,192,114)

Adjusted net income                            $2,393,127       $1,701,857         $6,352,881       $6,074,716

Earnings per share                             $     0.55       $     0.37         $     1.43       $     1.32

Weighted average number of
   common shares outstanding                    4,380,847        4,559,259          4,442,423        4,609,230



Fully Diluted

Net income                                    $2,825,982       $2,105,435         $7,631,729          $7,266,830
Preferred stock dividends                       (432,855)        (403,578)        (1,278,848)         (1,192,114)

Adjusted net income                           $2,393,127       $1,701,857         $6,352,881          $6,074,716

Earnings per share                            $     0.55       $     0.37         $     1.43          $     1.32

Weighted average number of
   common shares outstanding                   4,380,847        4,559,259           4,442,423          4,609,230

</TABLE>



                                       

<TABLE> <S> <C>


<ARTICLE>                                           7


<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-END>                                   SEP-30-1997
<DEBT-HELD-FOR-SALE>                           746,302
<DEBT-CARRYING-VALUE>                          746,302
<DEBT-MARKET-VALUE>                            746,302
<EQUITIES>                                      10,284
<MORTGAGE>                                       1,010
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 776,884
<CASH>                                               0
<RECOVER-REINSURE>                               6,347
<DEFERRED-ACQUISITION>                          88,822
<TOTAL-ASSETS>                                 894,012
<POLICY-LOSSES>                                 40,347
<UNEARNED-PREMIUMS>                                 84
<POLICY-OTHER>                                   2,048
<POLICY-HOLDER-FUNDS>                          703,968
<NOTES-PAYABLE>                                 19,125
                                0
                                     26,012
<COMMON>                                         4,390
<OTHER-SE>                                      80,583
<TOTAL-LIABILITY-AND-EQUITY>                   894,012
                                       5,359
<INVESTMENT-INCOME>                             38,758
<INVESTMENT-GAINS>                                 605
<OTHER-INCOME>                                  21,070
<BENEFITS>                                      37,842
<UNDERWRITING-AMORTIZATION>                      7,859
<UNDERWRITING-OTHER>                             8,647
<INCOME-PRETAX>                                 11,444
<INCOME-TAX>                                     3,813
<INCOME-CONTINUING>                              7,632
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,632
<EPS-PRIMARY>                                     1.43
<EPS-DILUTED>                                     1.43
<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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