UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2012
Or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file no. 001-14953
HealthMarkets, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 75-2044750 | |
| (State or other jurisdiction of Incorporation or organization) |
(IRS Employer Identification No.) |
9151 Boulevard 26, North Richland Hills, Texas 76180
(Address of principal executive offices, zip code)
(817) 255-5200
(Registrant’s phone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Class A-2 common stock
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | þ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ
Effective April 5, 2006, all of the registrant’s Class A-1 common stock is owned by three private investor groups and members of management. The registrant’s Class A-2 common stock is beneficially owned by its independent insurance agents and is subject to transfer restrictions. Neither the Class-A-1 common stock nor the Class A-2 common stock is listed or traded on any exchange or market. As of June 30, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of shares of Class A-1 and Class A-2 common stock held by non-affiliates was $-0-. As of February 28, 2013, there were 27,835,626 outstanding shares of Class A-1 common stock and 2,745,028 outstanding shares of Class A-2 common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual information statement for the 2013 annual meeting of stockholders are incorporated by reference into Part III.
HEALTHMARKETS, INC.
and Subsidiaries
Cautionary Statements Regarding Forward-Looking Statements
When we use the terms “HealthMarkets”, “we”, “us”, “our”, and “the Company”, we mean HealthMarkets, Inc. and its subsidiaries. This report and other documents or oral presentations prepared or delivered by and on behalf of the Company contain or may contain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements based upon management’s expectations at the time such statements are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those contemplated in the statements. Readers are cautioned not to place undue reliance on the forward-looking statements. All statements, other than statements of historical information provided or incorporated by reference herein, may be deemed to be forward-looking statements. Without limiting the foregoing, when used in written documents or oral presentations, the terms “anticipate,” “believe,” “estimate,” “expect,” “may,” “objective,” “plan,” “possible,” “potential,” “project,” “will” and similar expressions are intended to identify forward-looking statements. In addition to the assumptions and other factors referred to specifically in connection with such statements, factors that could impact the Company’s business and financial prospects include, but are not limited to, those discussed under the caption “Item 1. Business,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and those discussed from time to time in the Company’s various filings with the Securities and Exchange Commission or in other publicly disseminated written documents.
| Item 1. | Business |
Introduction
HealthMarkets, Inc., a Delaware corporation incorporated in 1984, is a holding company, the principal asset of which is its investment in its wholly owned subsidiary, HealthMarkets, LLC. HealthMarkets, LLC’s principal assets are its investments in its separate operating subsidiaries, including its regulated insurance subsidiaries. HealthMarkets conducts its insurance underwriting businesses through its indirect wholly owned insurance company subsidiaries, The MEGA Life and Health Insurance Company (“MEGA”), Mid-West National Life Insurance Company of Tennessee (“Mid-West”), The Chesapeake Life Insurance Company (“Chesapeake”) and HealthMarkets Insurance Company (“HMIC”), and conducts its insurance distribution business through its indirect insurance agency subsidiary, Insphere Insurance Solutions, Inc. (“Insphere”).
MEGA is an insurance company domiciled in Oklahoma and is licensed to issue health, life and annuity insurance policies in the District of Columbia and all states except New York. Mid-West is an insurance company domiciled in Texas and is licensed to issue health, life and annuity insurance policies in Puerto Rico, the District of Columbia, and all states except Maine, New Hampshire, New York and Vermont. Chesapeake is an insurance company domiciled in Oklahoma and is licensed to issue health and life insurance policies in the District of Columbia and all states except New Jersey, New York and Vermont. HMIC is an insurance company domiciled in Oklahoma and is licensed to issue health and life insurance policies in the District of Columbia and all states except New York.
Through our insurance subsidiaries, we underwrite and administer a broad range of health and life insurance and supplemental products for individuals, families, the self-employed and small businesses. The focus of our insurance underwriting business is now supplemental products. In 2010, we discontinued the marketing of all health benefit plans underwritten by our insurance subsidiaries in all but a limited number of states. We believe that this shift better positions the Company for the future, particularly in light of changes resulting from the enactment, in March 2010, of the Patient Protection and Affordable Care Act and a reconciliation measure, the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Care Reform Legislation”). The Company continues to maintain a significant in-force block of health benefits plans and evaluates on an ongoing basis the impact of Health Care Reform Legislation on this block of business and opportunities presented by other lines of business.
In 2009, the Company launched its Insphere insurance agency. Insphere serves as an authorized insurance agency in 50 states and the District of Columbia. Insphere, specializing in the distribution to the small business and middle-income markets, distributes life, health, Medicare and long-term care insurance to these groups through a portfolio of products from nationally recognized insurance carriers. Insphere distributes products underwritten by the Company’s insurance subsidiaries (primarily supplemental products), as well as non-affiliated insurance companies.
Prior to 2010, the Company maintained a dedicated agency sales force that distributed products underwritten exclusively by the Company’s insurance subsidiaries. The development of Insphere as an independent career-agent distribution company, and the sale by Insphere agents of third party products, represents a significant shift in the Company’s corporate strategy. In 2011, our Chesapeake insurance subsidiary began contracting with third party producers outside of the Insphere agency sales force to distribute supplemental products, and distribution through these channels expanded in 2012. While the majority of our supplemental product distribution continues to occur through Insphere, we evaluate alternative distribution opportunities (including telesales) on an ongoing basis.
The Company operates four business segments: Commercial Health, Insphere, Corporate, and Disposed Operations. Through our Commercial Health Division, we underwrite and administer a broad range of health and
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life insurance supplemental products. Insphere includes net commission revenue, agent incentives, marketing costs and other agency administration costs. Corporate includes investment income not allocated to the other segments, realized gains or losses, interest expense on corporate debt, the Company’s student loan business, general expenses relating to corporate operations and operations that do not constitute reportable operating segments. Disposed Operations primarily includes the remaining run out of residual operations from dispositions of businesses prior to 2010. (See Note 19 of Notes to Consolidated Financial Statements for financial information regarding our segments.)
Our principal executive offices are located at 9151 Boulevard 26, North Richland Hills, Texas 76180-5605, and our telephone number is (817) 255-5200.
On April 5, 2006, we completed a merger (the “Merger”) providing for the acquisition of the Company by affiliates of a group of private equity investors, including affiliates of The Blackstone Group, Goldman Sachs Capital Partners and Credit Suisse-DLJ Merchant Banking Partners (the “Private Equity Investors”). As of December 31, 2012, approximately 87.0% of our common equity securities were held by the Private Equity Investors, with the balance of our common equity securities held by current and former members of management and also beneficially owned by independent insurance agents through the HealthMarkets, Inc. InVest Stock Ownership Plan. As such, we remain subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934, as amended. Our periodic filings with the United States Securities and Exchange Commission (the “SEC”), including our annual reports on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K and if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available through our web site at www.healthmarketsinc.com free of charge as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
Ratings
The Company’s principal insurance subsidiaries historically have been assigned financial strength ratings from A.M. Best Company (“A.M. Best”). A.M. Best also assigned an issuer credit rating to HealthMarkets, Inc. In the second quarter of 2012, A.M. Best affirmed the financial strength ratings of MEGA, Mid-West and Chesapeake, and the issuer credit rating of HealthMarkets, as set forth below:
| Mega |
Financial Strength Rating | “B++” (“Good”) | ||
| Mid-West |
Financial Strength Rating | “B++” (“Good”) | ||
| Chesapeake |
Financial Strength Rating | “B++” (“Good”) | ||
| HealthMarkets, Inc. |
Issuer Credit Rating | “bb” (“Speculative”) |
The A.M. Best ratings above carry a “Stable” outlook.
In evaluating a company, independent rating agencies review such factors as the company’s capital adequacy, profitability, leverage and liquidity, book of business, quality and estimated market value of assets, adequacy of policy liabilities, experience and competency of management and operating profile. A.M. Best’s financial strength ratings currently range from “A++” (“Superior”) to “F” (“In Liquidation”). A.M. Best’s ratings are based upon factors relevant to policyholders, agents, insurance brokers and intermediaries and are not directed to the protection of investors. A.M. Best’s issuer credit rating is a current opinion of an obligor’s ability to meet its senior obligations. A.M. Best’s issuer credit ratings range from “aaa” (“Exceptional”) to “rs” (“Regulatory Supervision/Liquidation”).
Commercial Health Division
Through our Commercial Health Division, we underwrite and administer a broad range of supplemental products in addition to health and life insurance products. These products are issued by our subsidiaries, MEGA, Mid-West and Chesapeake and distributed by the Insphere independent agent sales force and third party
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distribution channels. The Commercial Health Division generated revenues of $490.7 million, $585.3 million and $798.7 million, representing 86%, 88% and 93% of our total revenue from continuing operations in 2012, 2011 and 2010, respectively.
Health Insurance Products
The health insurance products historically underwritten by our insurance company subsidiaries are designed to accommodate individual needs and include traditional fee-for-service indemnity (choice of doctor) plans and plans with preferred provider organization (“PPO”) features, in which benefits are structured to encourage the use of providers with which we have negotiated lower fees for the services to be provided. Many of these plans are of a “scheduled benefit” nature and, as such, provide benefits equal to the lesser of the actual cost incurred for covered expenses or the maximum benefit stated in the policy.
These products feature a “menu” of various options (including various deductible levels, coinsurance percentages and limited riders that cover particular events such as outpatient, accidents, and doctors’ visits), enabling the insurance product to be tailored to meet the insurance needs and the budgetary constraints of the policyholder. Historically, our scheduled/basic plans were offered with an optional benefit, the Accumulated Covered Expense (“ACE”) rider, that provides for catastrophic coverage for covered expenses under the contract that generally exceed $100,000 or, in certain cases, $75,000. The rider pays benefits at 100% after the stop loss amount is reached, up to the aggregate maximum amount of the contract for expenses covered by the rider.
After September 23, 2010, the effective date for many aspects of the Health Care Reform Legislation, we discontinued the marketing of all health benefit plans underwritten by the Company’s insurance subsidiaries in all but a limited number of states. This action reflects a number of factors, including (1) the Company’s evaluation of National Health Care Reform Legislation which, among other things, requires a minimum medical loss ratio of 80% for the individual and small group markets beginning in 2011 and eliminates most annual maximums on benefits—an important feature of our “scheduled benefit” products; (2) the Company’s decision to focus on business opportunities that allow us to maximize the value of the Insphere independent agent sales force, with particular focus on the sale of third-party health insurance products and supplemental products underwritten by the Company’s insurance subsidiaries (which are generally not subject to the requirements of the Health Care Reform Legislation); and (3) the fact that in the states where third party health insurance plans distributed by Insphere have been introduced, they have, to a great extent, replaced the sale of the Company’s health benefit plan offerings.
The Company continues to maintain a significant in-force block of health benefit plans. The Company believes it has made all adjustments to this business to the extent required to date by the Health Care Reform Legislation. We expect that maintenance of the Company’s in-force block of health benefit plans, at current levels, will present significant challenges resulting from, among other things, competitive pressure due to the shift in our distribution focus toward third-party product sales and changes resulting from Health Care Reform Legislation. For non-grandfathered plans, changes that we expect to impact our in-force block of health benefit plan business include, but are not limited to, the obligation to add mandated “essential health benefits” (which is expected to significantly increase our claims costs), limitations on the ability to vary premium based on assessment of underlying risk (including elimination of pre-existing condition exclusions and health status rating adjustments), and the creation of public health insurance exchanges with standardized plans available to the individual and small group markets (which, as a result of federal subsidies available to qualified individuals purchasing health insurance through such exchanges, may cause our customers to migrate to such exchanges and result in the loss of business). If maintaining our in-force block of health benefit plans (or portions thereof) is no longer profitable due to these or other changes, we may choose to non-renew coverage of these plans in one or more states subject to applicable state and federal discontinuation or withdrawal requirements. The Company evaluates the impact of the Health Care Reform Legislation on its in-force block of health benefit plans on an ongoing basis.
Over time, we expect the size of our in-force block of health benefit plans to continue decreasing. As a result, we anticipate premium revenue and underwriting profits associated with this in-force block will decline
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and may not be replaced in the near term by earnings from other areas of the business. We expect it to take a considerable amount of time to grow the premium revenue and underwriting profits associated with our supplemental product offerings and the net commission revenue generated from Insphere. This transition in our revenue stream will make it difficult to support administrative expenses at current levels. To better align expenses in light of dropping enrollment levels, the Company has been pursuing initiatives to significantly reduce administrative expenses, including but not limited to reductions in its workforce, consolidation of certain administrative functions and the reorganization of Insphere’s field structure to make it more efficient. We expect initiatives of this nature to continue in the future.
Supplemental Products
We have developed and offer supplemental product lines designed to further protect against financial risks to which our target customer is typically exposed. These products may be sold in connection with the sale of health benefit plans or on a stand-alone basis. These products are primarily underwritten by Chesapeake, which offers an extensive supplemental product portfolio available in 47 states. Chesapeake’s supplemental products are marketed under the SureBridge brand and are distributed by Insphere as well as unaffiliated third party producers. In 2012, Chesapeake expanded the number of unaffiliated third party producers selling its supplemental products. The Company evaluates additional distribution opportunities on an ongoing basis, including but not limited to distribution through brokerage channels, strategic partnerships and joint venture arrangements. We expect this trend to continue in the future. Our supplemental product offerings include the following:
| • | Dental and vision products: We offer multiple dental and vision products leveraging provider networks to provide varying combinations of coverage or discounts for periodic exams, corrective treatment and, in the case of vision, low co-payments on various lens types and discounts on vision products and services. |
| • | Disability: Our disability products provide income protection against short term disability (up to 24 months) resulting from an accident or illness, with benefits ranging from $1,000 to $2,500 per month. |
| • | Critical Illness/Specified Disease Products: Our critical illness/specified disease products provide a lump sum benefit (ranging from $5,000 to $60,000) for the first diagnosis of a specified disease/condition (including, but not limited to, cancer, heart attack, stroke and end stage renal disease) or major organ transplant. We also offer a separate cancer policy providing a lump sum benefit (ranging from $10,000 to $60,000) for the first diagnosis of internal cancer. |
| • | Accident products: Our portfolio includes three products, all of which provide payment directly to the insured. The product structures vary, ranging from products offering smaller benefit payments for a variety of conditions sustained or services received, to those targeting catastrophic accidents (resulting in conditions such as paraplegia or blindness) with lump sum benefits up to $60,000. |
| • | Hospital indemnity products: Our hospital indemnity products provide a daily benefit (ranging from $250 to $1,000 per day) for medically necessary inpatient confinements. |
| • | Bundled/Multi-Benefit Products: We have developed supplemental product “packages” that combine benefits from several supplemental products, including an array of benefits, across a number of services and conditions, to meet the most common range of consumer supplemental needs. |
In addition, in 2012, Chesapeake began offering simplified issue term life insurance products in partnership with a third party which administers and shares risk on these products. Generally, these products include a 10-year level term product, a 20-year level term product and a 10-year level term product with critical condition rider as well as other available riders.
We believe that Chesapeake offers one of the largest portfolios of individual supplemental products in the market. We expect these products, which are generally not subject to Health Care Reform Legislation, to
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continue serving as the focus of our insurance underwriting business and we intend to evaluate opportunities created by new product offerings on an ongoing basis.
Medicare Part D Prescription Drug Plans
Through our HealthMarkets Insurance Company (“HMIC”) subsidiary, in 2012 we began marketing stand-alone Medicare prescription drug plans (“PDPs”) under the Medicare Part D program with coverage effective for January 1, 2013. HMIC participates in the Medicare Part D program under a contract with the Centers for Medicare and Medicaid Services (“CMS”). During 2012, the Company recognized approximately $873,000 of start-up costs primarily associated with actuarial consultants and marketing costs.
Association Products
Prior to 2010, a substantial portion of the products offered by our insurance subsidiaries were issued to members of independent membership associations that act as the group master policyholder for such products, including the Alliance for Affordable Services (“AAS”) and Americans for Financial Security (“AFS”). These associations provide their members with access to a number of non-insurance benefits and products. Subject to applicable state law, individuals generally may not obtain insurance under an association’s master policy unless they are also members of the association. In 2010, in those states where the Company’s insurance subsidiaries continued to offer their health benefit plans, these plans were offered to the individual market directly and not through associations. Association memberships continue to be offered, on both a stand-alone basis and sold together with third party health benefit plans, through Insphere (See “Insphere Insurance Solutions, Inc.” discussion below).
Marketing and Sales
In 2009, the Company launched Insphere in connection with the reorganization of its sales force into an independent career-agent distribution company. (See “Insphere Insurance Solutions, Inc.” discussion below). Each of the Company’s insurance subsidiaries maintains a distribution agreement with Insphere for the sale of its insurance and supplemental products. Insphere and its agents are compensated based upon the level of sales production.
Policy Design and Claims Management
The “scheduled benefit” health insurance products underwritten by the Company’s insurance subsidiaries and offered through the second quarter of 2010 are principally designed to limit coverage to the occurrence of significant events that require hospitalization. This policy design, which includes high deductibles, reduces the number of covered claims requiring processing, thereby serving as a control on administrative expenses. We seek to price our products in a manner that accurately reflects our underwriting assumptions and targeted margins.
We have developed an actuarial data warehouse, which is a critical risk management tool that provides our actuaries with rapid access to detailed exposure, claim and premium data. This analysis tool enhances the actuaries’ ability to design, monitor and adequately price the insurance products underwritten by the Company’s insurance subsidiaries.
We maintain an administrative center with underwriting, claims management and administrative capabilities. The Company outsources many of these functions, including new business processing, provider service calls and a larger portion of the claims processing functions, to third parties, including parties who may perform these functions offshore. The Company retains ultimate responsibility for ensuring that these functions are performed in a timely and appropriate manner. With respect to the administrative capabilities that the Company has retained, we continue to evaluate opportunities to subcontract additional services of this nature on an ongoing basis. If the Company determines that these functions can be performed effectively and more efficiently by third parties, it may choose to subcontract these functions.
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Provider Network Arrangements and Cost Management Measures
The Company’s insurance subsidiaries utilize a number of cost management programs to help them and their customers control medical costs. These measures include maintaining contracts with selected PPO provider networks through which our customers may obtain discounts on hospital and physician services that would otherwise not be available. Provider networks are made available on a regional basis, based on the coverage and discounts available within a particular geographic region. In situations where a customer does not obtain services from a contracted provider, the Company applies various usual and customary fees, which limit the amount paid to providers within specific geographic areas. We believe that access to provider network contracts is an important factor in controlling medical claims costs, since there is often a significant difference between a network-negotiated rate and the non-discounted rate.
The Company utilizes other means to control medical costs, including providing customers with access to “supplemental” network discounts if savings are not obtained through a primary provider network contract; use of pre- and post-payment fee negotiation services; the use of code editing programs that evaluate claims prior to adjudication for inappropriate billing; and the use of third-party fraud detection and prevention programs. In addition, to control prescription drug costs, the Company maintains a contract with a pharmacy benefits management company that has participating pharmacies nationwide. We also utilize copayments, coinsurance, deductibles and annual limits to manage prescription drug costs.
Insphere
In 2009, the Company formed Insphere Insurance Solutions, Inc. (“Insphere”), a Delaware corporation and a wholly owned subsidiary of HealthMarkets, LLC. Insphere serves as an authorized insurance agency in 50 states and the District of Columbia, specializing in distribution to small business and middle-income markets. Insphere distributes life, health, Medicare and long-term care insurance through a portfolio of products from nationally recognized insurance carriers. Additionally, Insphere distributes supplemental products issued by the Company’s Chesapeake insurance subsidiary. Insphere operates through independent insurance agents and is managed by licensed insurance agents employed by Insphere. Many of Insphere’s independent agents were previously associated with the Company’s UGA-Association Field Services (formerly the principal marketing division of MEGA) and Cornerstone America (formerly the principal marketing division of Mid-West). Effective January 1, 2010, the field leadership hierarchy of the Insphere sales force was reorganized into separate geographical regions. At the current time, each region is led by a Territory Vice President (“TVP”), with several Agency Managers under each TVP. TVPs and Agency Managers are full-time, salaried employees of Insphere, responsible for agent recruiting, training, and oversight activities. Sales Leaders and writing agents, who operate under Agency Managers, remain independent contractors, responsible for sales production. Insphere continues to refine its agency structure and evaluate opportunities to become more efficient.
As of December 31, 2012, Insphere had offices in 36 states with over 2,600 independent agents, of which approximately 1,800 agents on average write at least one health insurance application each month. We believe that Insphere is one of the largest independent, career agent insurance distribution groups in the country and we are actively seeking to expand the size of the agency. The Company evaluates on an ongoing basis opportunities to enhance Insphere’s growth potential, including but not limited to the introduction of alternative distribution channels (including telesales).
The process of recruiting agents is extremely competitive. We believe that the primary factors in successfully recruiting and retaining effective agents are Insphere’s commission levels and practices regarding advances on commissions, the availability of the HealthMarkets, Inc. InVest Stock Ownership Plan, the quality and diversity of the products available in Insphere’s portfolio, training opportunities, the availability of leads, agent incentives and support. Classroom and field training, with respect to product content, is required and made available to the agents under the direction of Insphere. The support available to agents includes an integrated technology platform designed to support end-to-end agent functions (including business leads, point-of-sale tools and business quoting and enrollment) that optimize the agent experience with Insphere. We believe that the
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technology platform made available to agents differentiates Insphere from other sales agencies and helps Insphere attract and retain agents.
Insphere maintains marketing agreements for the distribution of health insurance products for the commercial and senior markets with a number of non-affiliated insurance carriers as well as the Company’s insurance subsidiaries. The products offered by these third-party carriers and the Company’s insurance subsidiaries offer coverage and benefit variations that may fit one consumer better than another. In the markets where Insphere has commenced distribution of these third-party carrier products, these products have, to a great extent, replaced the sale of health benefit plans underwritten by the Company’s insurance subsidiaries. Insphere also distributes supplemental products, life and annuity, Medicare and long-term care insurance products for a variety of non-affiliated insurance carriers as well as the Company’s insurance subsidiaries. These products are sold both on a stand-alone basis and to purchasers of health insurance plans underwritten by non-affiliated insurance companies or the Company’s insurance subsidiaries. Insphere continues to evaluate new distribution opportunities on an ongoing basis and intends to continue expanding its portfolio and the size of its field force by developing additional marketing arrangements. Insphere’s marketing agreements are generally non-exclusive and terminable on short notice by either party for any reason. Certain developments with respect to the Health Care Reform Legislation may, for certain product lines, also put Insphere’s renewal commissions at risk.
Insphere generates revenue primarily from base commissions and override commissions received from insurance carriers whose policies are placed or written through Insphere’s independent agents. The commissions are typically based on a percentage of the premiums paid by insureds to the carrier. In some instances, Insphere also receives bonus payments for achieving certain sales volume and other thresholds. Insphere typically receives commission payments on a monthly basis for as long as a policy remains active. As a result, much of our revenue for a given financial reporting period relates to policies sold prior to the beginning of the period and is recurring in nature. Commission rates are dependent on a number of factors, including the type of insurance, policy duration and the particular insurance company underwriting the policy. As a result of certain changes arising from Health Care Reform Legislation, including but not limited to the 80% minimum medical loss ratio requirement, many of the carriers with which Insphere does business, including the Company’s insurance subsidiaries, have reduced commission and override percentages. Compensation levels in 2011 and 2012 were significantly lower than 2010 levels, and the implementation of additional aspects of the Health Care Reform Legislation may result in further reductions. (See “Regulatory and Legislative Matters” discussion below).
Insphere maintains agreements with independent membership associations — Alliance for Affordable Services (“AAS”) and Americans for Financial Security (“AFS”) — pursuant to which Insphere’s agents act as field service representatives for the associations. These agreements provide Insphere with the right (generally on an exclusive basis) to distribute association products for AAS and AFS. In this capacity, Insphere’s agents enroll new association members and provide membership retention services. Insphere receives compensation from the associations, including fees associated with enrollment, member retention services, and membership marketing. Members of the associations pay a monthly fee for membership, in exchange for which they receive savings on a variety of benefits and services, including business benefits (e.g. tax, printing, and legal services), consumer benefits (e.g. rental car, travelers auto insurance, apparel, hotel and amusement park discounts) and health benefits. Insphere evaluates on an ongoing basis association product opportunities.
Disposed Operations
Disposed Operations includes the residual operations from the disposition of businesses prior to 2010 that were not part of the fundamental long term focus of the Company.
Ceded Reinsurance
The Company’s insurance subsidiaries reinsure portions of the coverage provided by their insurance products with other insurance companies on both an excess-of-loss and coinsurance basis. Reinsurance
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agreements are intended to limit an insurer’s maximum loss. Historically, we used reinsurance for our health insurance business for limited purposes only. However, the implementation of Health Care Reform Legislation resulted in a number of changes to the Company’s in-force block of health benefit plan business, including the elimination of a number of policy benefit limits. In an effort to mitigate the risk of loss associated with large medical claims, beginning in 2011, the Company’s principal insurance subsidiaries have entered into excess of loss reinsurance agreements with a reinsurer pursuant to which the insurance subsidiary retains liability for up to $1 million per member, per year and the reinsurer is responsible for amounts in excess of $1 million per member, per year. The reinsurance agreement is limited to membership in effect on or after the contract date and covers claims incurred during the contract year and paid through the end of the following year. With respect to life insurance policies, the maximum retention by MEGA, Mid-West and Chesapeake on one individual is generally $200,000. In connection with the sale of our former Life Insurance Division business, substantially all of the insurance policies associated with the Life Insurance Division were reinsured by Wilton Reassurance Company or its affiliates on a 100% coinsurance basis, effective July 1, 2008. The Company also has a small amount of life insurance issued by its Commercial Health division, the majority of which is reinsured on a 50% coinsurance basis. In 2012, Chesapeake began offering simplified issue term life insurance products in partnership with a third party which administers the business and reinsures these products on a 75% coinsurance basis (with Chesapeake retaining the remaining 25%). The Company’s insurance subsidiaries evaluate on an ongoing basis opportunities arising from reinsurance arrangements.
Competition
We compete with other companies in each of our lines of business. With respect to the business of our Commercial Health Division, the market is characterized by many competitors. Our main competitors include health insurance companies, health maintenance organizations and the Blue Cross/Blue Shield plans in the states where we maintain in-force blocks of health benefit plan business or in the few states where we continue to write new business. Competition is based on a number of factors, including quality of service, product features, price, scope of distribution, scale, financial strength ratings and name recognition. Some of our competitors may offer a broader array of products than our insurance subsidiaries, have a greater diversity of distribution resources, have better brand recognition, have more competitive pricing, have lower cost structures or, with respect to insurers, have higher financial strength or claims paying ratings. Organizations with sizable market share or provider-owned plans may be able to obtain favorable financial arrangements from healthcare providers that are not available to us. Some may also have greater financial resources with which to compete. From time to time, companies enter and exit the markets in which we operate, thereby increasing competition at times when there are new entrants. For example, several large insurance companies have entered the market for individual health and supplemental products. Beginning in 2014 — the date that public health insurance exchanges are expected to be effective — we may lose business to competitors who are able to offer their products through an exchange.
With respect to Insphere, we compete for business, for agents and distribution relationships, and for leads with other distributors. The business in which Insphere engages is highly competitive and there are many insurance agencies, brokers and intermediaries who actively compete with Insphere. We also compete with insurance companies that sell their products directly to customers, and do not use or pay commissions to third-party agents or brokers. In addition, the Internet continues to be a source for direct placement of business and creates additional competition for Insphere. Government benefits relating to health, disability and retirement are alternatives to private insurance and may indirectly compete with our businesses. Insphere may also lose business as a result of the introduction of public health insurance exchanges (currently expected to be effective in 2014). Insphere believes that it can remain competitive due to several factors, including its size, the level of training and support provided to its agents, including technology-based support, compensation levels and the availability of the HealthMarkets, Inc. InVest Stock Ownership Plan. We also believe that customers will have a continuing need for assistance from insurance agents, even after the introduction of public health insurance exchanges. However, if Insphere is unable to appropriately address competitive challenges, its business could be adversely affected.
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Regulatory and Legislative Matters
National Health Care Reform Legislation
In March 2010, Health Care Reform Legislation was signed into law and, after being challenged, was substantially upheld by the United States Supreme Court in a decision issued in June 2012. The Health Care Reform Legislation has resulted in broad-based material changes to the United States health care system, has had a significant impact on our business, and is expected to continue to impact our business in the future. (See “Item 1A. Risk Factors” discussion beginning on page 15).
Company Health Benefit Plan Sales
As a result of the enactment of Health Care Reform Legislation, as well as the growing emphasis on the distribution of third party products through Insphere, in 2010, the Company’s insurance subsidiaries discontinued marketing all health benefit plans, in all but a limited number of states. (See “Commercial Health Division — Health Insurance Products” discussion above).
State Insurance Regulation
Company Insurance Subsidiaries
Our insurance subsidiaries and the products they offer are subject to extensive regulation in their respective state of domicile and the other states in which they do business. Insurance statutes typically delegate broad regulatory, supervisory and administrative powers to each state’s commissioner of insurance. The method of regulation varies, but the subject matter of such regulation covers, among other things, the amount of dividends and other distributions that can be paid by the insurance subsidiaries without prior approval or notification; the granting and revoking of licenses to transact business; trade practices, including with respect to the protection of consumers; disclosure requirements; privacy standards; minimum loss ratios; premium rate regulation; underwriting standards; approval of policy forms and mandating benefits with respect to certain medical conditions or procedures; claims payment practices, including prompt payment of claims and independent external review of certain coverage decisions; licensing of insurance agents and the regulation of agent conduct; the amount and type of investments that the insurance subsidiaries may hold; minimum reserve and surplus requirements; risk-based capital requirements; and mandatory participation in, and assessments for, risk sharing pools and guaranty funds. Such regulation is intended to protect policyholders rather than investors. The level and scope of these state regulatory activities has been impacted by Health Care Reform Legislation.
To the extent not addressed by federal legislation, various states have, from time to time, proposed and/or enacted changes to the health care system that could affect the relationship between health insurers and their customers. For example, Massachusetts law requires all residents to obtain minimum levels of health insurance and requires employers with 11 or more full time employees to pay an assessment if they do not offer health insurance to these employees. Other states have adopted or proposed laws intended to require minimum levels of health insurance for previously uninsured residents, including “play or pay” laws requiring that employers either offer health insurance or pay a tax to cover the costs of public health care insurance. If changes of this nature do not occur in connection with Health Care Reform Legislation, we expect state legislatures to continue pursuing such initiatives. We cannot predict with certainty the effect that proposed state legislation, if adopted, could have on our insurance businesses and operations.
The states in which our insurance subsidiaries are licensed have the authority to change the minimum mandated loss ratios to which they are subject, the manner in which these ratios are computed and the manner in which compliance with these ratios is measured and enforced. Loss ratios are commonly defined as incurred claims as a percentage of earned premiums. To the extent not already addressed by federal legislation, a number of states have adopted or are considering the adoption of laws that would mandate minimum loss ratios, or increase existing minimum loss ratios, for our health benefit plans. States may also adopt minimum loss ratios
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applicable to health benefit plans that are higher than those established by federal legislation, or applicable to supplemental products that are generally not subject to Health Care Reform Legislation. We expect state legislatures to continue pursuing such initiatives, regardless on whether changes in minimum loss ratios occur in connection with national health care reform. Certain of these changes could have a material adverse effect on our financial condition and results of operations by resulting in a narrowing of profit margins or preventing us from doing business in certain states. We evaluate legislative developments regarding mandatory loss ratios and other matters on an ongoing basis. If we determine that the legislative or regulatory environment in a particular state prevents us from doing business in the state on a profitable basis, we may determine that it is in the Company’s best interest to withdraw from certain lines of business or cease doing business in that state.
Many states have also enacted insurance holding company laws that require registration and periodic reporting by insurance companies controlled by other corporations. HealthMarkets, Inc. (our holding company) and our insurance subsidiaries are subject to such laws. Such laws vary from state to state, but typically require periodic disclosure concerning the corporation that controls the controlled insurer and prior notice to, or approval by, the applicable regulator of inter-corporate transfers of assets and other transactions (including payments of dividends in excess of specified amounts by the controlled insurer) within the holding company system. Such laws often also require the prior approval for the acquisition of a significant ownership interest (i.e., 10% or more) in the insurance holding company. We believe that we are in compliance in all material respects with all applicable insurance holding company laws and regulations.
Under the risk-based capital initiatives adopted in 1992 by the National Association of Insurance Commissioners (“NAIC”), insurance companies must calculate and report information under a risk-based capital formula. Risk-based capital formulas are intended to evaluate risks associated with asset quality, adverse insurance experience, losses from asset and liability mismatching, and general business hazards. This information is intended to permit regulators to identify and require remedial action for inadequately capitalized insurance companies, but it is not designed to rank adequately capitalized companies. At December 31, 2012, the risk-based capital ratio of each of our insurance subsidiaries exceeded the ratio for which regulatory corrective action would be required. The NAIC and state insurance departments are continually reexamining existing laws and regulations, including those related to reducing the risk of insolvency and related accreditation standards. To date, the increase in solvency-related oversight has not had a significant impact on our insurance business.
Insphere Insurance Solutions
Insphere and its independent agents are authorized to distribute insurance products in all 50 states and the District of Columbia and must maintain applicable agency and/or agent licenses. Licensing laws and regulations vary by individual state and are often complex and are subject to amendment or reinterpretation by state regulatory authorities. State insurance departments have relatively broad discretion to grant, revoke, suspend and renew licenses required by Insphere and/or its agents to conduct business. State insurance departments also have the authority to regulate advertising, marketing and trade practices, monitor agent conduct, impose continuing education requirements and limit the amount and/or type of commission paid to agents. Failure to comply with laws and regulations applicable to insurance agents could subject Insphere and/or its agents to fines and penalties or result in suspension of activity in, or exclusion from, a particular state.
Various state insurance laws and regulations restrict or limit the manner in which health insurance plans and supplemental health products may be offered, marketed or sold. Life products, long-term-care products, disability products and annuities are subject to additional marketing laws and regulations, such as requirements for disclosures or prohibiting certain terminology during marketing presentations. Failure to comply with all applicable marketing laws and regulations could subject Insphere and its agents to fines, penalties, cease and desist orders, and loss of licensure by state insurance departments and by some state attorneys general, as well as result in possible litigation exposure for Insphere and its agents. Insphere evaluates its product offerings on an ongoing basis, and any decision to supplement or revise the product lines offered in the future may present additional regulatory requirements applicable to Insphere and its agents.
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State Financial and Market Conduct Examinations
Our insurance subsidiaries are required to file detailed annual statements with the state insurance regulatory departments and are subject to periodic financial and market conduct examinations by such departments. The Oklahoma Insurance Department (the domiciliary regulator of MEGA, Chesapeake and HealthMarkets Insurance Company (“HMIC”)) and the Texas Department of Insurance (the domiciliary regulator of Mid-West) conduct regularly scheduled financial exams of the insurance subsidiaries. In June 2011 the Oklahoma Department of Insurance concluded a regularly scheduled triennial financial examination of MEGA, Chesapeake and HMIC for the exam period ended December 31, 2009 with no material findings. In September 2012, the Texas Department of Insurance concluded a regularly scheduled financial examination of Mid-West and Fidelity First Insurance Company for the five year period ended December 31, 2011 with no material findings.
State insurance departments periodically conduct, and will continue to conduct, comprehensive or targeted market conduct examinations of HealthMarkets’ insurance subsidiaries. As reported in Note 16 of the Notes to Consolidated Financial Statements, such examinations have included the multistate market conduct examination of MEGA, Mid-West and Chesapeake which was closed effective June 26, 2012 on terms that, after consideration of applicable reserves, did not have a material adverse effect on the Company’s consolidated financial condition and results of operations. The Company’s insurance subsidiaries are subject to various other market conduct and other regulatory examinations, inquiries or proceedings arising in the ordinary course of business. In addition, Insphere could be subject to a market conduct examination as a result of its sales activities with respect to a non-affiliated insurance company. State insurance regulatory agencies have authority to levy significant fines and penalties and require remedial action resulting from findings made during the course of such matters. Market conduct or other regulatory examinations, inquiries or proceedings could result in, among other things, changes in business practices that require the Company to incur substantial costs. Such results, individually or in combination, could injure the Company’s reputation, cause negative publicity, adversely affect the Company’s debt and financial strength ratings, place the Company at a competitive disadvantage in marketing or administering its products or impair the Company’s ability to sell insurance policies or retain customers, and could have a material adverse effect on the Company’s financial condition and results of operations.
Federal Regulation
In addition to Health Care Reform Legislation, federal legislation and administrative policies in several areas - including the Medicare program, HIPAA, ERISA, pension regulation, age and sex discrimination, financial services regulation, securities regulation, privacy laws, terrorism and federal taxation - affect the insurance business. While the Company has taken what it believes are reasonable steps to ensure that it is in full compliance with these requirements, failure to comply could result in regulatory fines and civil lawsuits.
Medicare
Effective January 1, 2013, HealthMarkets Insurance Company (“HMIC”) began offering stand-alone Medicare prescription drug plans (“PDPs”) as a plan sponsor under Medicare Part D. HMIC participates in the Medicare Part D program under contract with CMS, which CMS may choose not to renew. Medicare is a complex and highly regulated federal program that provides eligible persons age 65 and over and some disabled persons under the age of 65 a variety of hospital and medical insurance benefits. CMS performs audits of each Medicare Part D prescription drug plan operating under a Medicare contract to determine the plan’s compliance with federal regulations and contractual obligations. These audits include review of the plan’s administration and management, including marketing, enrollment and disenrollment activities, claims processing and complaint systems and management information and data collection systems. CMS regulations also require submission of annual financial statements. HMIC is also subject to regulation by state insurance commissioners in the jurisdictions in which it does business.
In addition, Insphere and its agents are subject to federal regulations as a result of the marketing of certain Medicare Advantage or Prescription Drug Plan products for non-affiliated insurance carriers. The marketing of
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these products is regulated by CMS and tends to be more restrictive than the marketing requirements for commercial lines of business.
Failure to comply with applicable Medicare regulations could subject HMIC (as a plan sponsor), or Insphere and its agents (as parties marketing Medicare products) to a variety of fines and penalties, and may prevent these entities from further participation in the Medicare or other federal programs.
HIPAA and Related Regulations
The use, disclosure and secure handling of individually identifiable health information by our business is subject to federal regulations, including the privacy provisions of the federal Gramm-Leach-Bliley Act and the privacy and security regulations of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). In addition, our privacy and security practices are subject to various state laws and regulations. HIPAA includes requirements for maintaining the confidentiality and security of individually identifiable health information and standards for electronic health care transactions. The Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) was enacted into law as part of the American Recovery and Reinvestment Act of 2009 (“ARRA”). The HITECH Act contains a number of provisions that significantly expand the reach of HIPAA. For example, the law imposes varying civil monetary penalties and creates a private cause of action for HIPAA violations, extends HIPAA’s security provisions to business associates, and creates new security breach notification requirements. In January 2009, the Department of Health and Human Services (“HHS”) proposed new rules that would modify the current ICD-9 medical data code set standards and adopt new standards known as ICD-10 code sets, and would make related changes to the current HIPAA electronic transaction standards. The compliance date of the new ICD-10 code sets is October 1, 2014. In February 2012, the Company implemented the updated electronic transaction standards, compliance with which was necessary by March 1, 2012. The new standards required by these rules have required or will require implementation of new software and changes to our systems and processes, the cost of which may be significant. In January 2013, final HHS regulations implementing the ARRA amendments to HIPAA impose additional obligations and further restrict our ability to collect, disclose and use individually identifiable health information. As have other entities in the health care industry, we have incurred substantial costs in meeting the requirements of the HIPAA regulations and expect to continue to incur costs to maintain compliance. HIPAA and other federal and state privacy regulations continue to evolve as a result of new legislation, regulations and judicial and administrative interpretations. Consequently, our efforts to measure, monitor and adjust our business practices to comply with these requirements are ongoing. In addition to obligations on the part of the Company’s insurance subsidiaries, Insphere serves as a business associate of the Company’s insurance subsidiaries as well as non-affiliated insurance companies with which it does business. Insphere’s relationship with these non-affiliated insurance companies has added complexity to the Company’s privacy compliance obligations. Failure to comply could result in regulatory fines and civil lawsuits. Knowing and intentional violations of these rules may also result in federal criminal penalties.
In addition to imposing privacy requirements, HIPAA also requires certain guaranteed issuance and renewability of health insurance coverage for individuals and small employer groups (generally 50 or fewer employees) and limits exclusions based on pre-existing conditions. These aspects of HIPAA are regulated not only by federal laws and regulations, but also by state laws implementing HIPAA’s requirements. The Company and its agents are required to comply with these HIPAA requirements when marketing products to individuals or at a place of business.
CAN SPAM Act and Do Not Call Regulations
From time to time, the Company utilizes, either directly or through third party vendors, e-mail and telephone calls to identify prospective sales leads for use by our agents. The federal CAN SPAM Act of 2003, administered and enforced by the Federal Trade Commission, establishes national standards for sending bulk, unsolicited commercial e-mail. The Company is also required to comply with federal “Do Not Call” regulations, enforced by the Federal Communications Commission, and other federal and state regulations regarding telemarketing, which require, among other things, that insurers and insurance agencies develop their own “do not call” lists and reference state and federal “do not call” registries before making calls to market insurance
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products. The Do Not Call regulations also contain prohibitions on unsolicited facsimiles. Insphere’s agents are trained to comply with these requirements when marketing insurance products and association memberships. Failure to comply could result in enforcement actions by state attorneys general, regulatory fines and penalties and civil lawsuits.
USA PATRIOT Act
The International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 was enacted into law as part of the USA PATRIOT Act. The law requires, among other things, that financial institutions adopt anti-money laundering programs that include policies, procedures and controls to detect and prevent money laundering, designate a compliance officer to oversee the program and provide for employee training, and periodic audits in accordance with regulations proposed by the U.S. Treasury Department. The Office of Federal Asset Control requirements prohibit business dealings with entities identified as threats to national security. We have licensed software designed to help maintain compliance with these requirements and we continually evaluate our policies and procedures to comply with these regulations.
Iran Threat Reduction and Syrian Human Rights Act of 2012
The recently enacted Iran Threat Reduction and Syrian Human Rights Act of 2012 (“ITRA”) expands the scope of U.S. sanctions against Iran. Under Section 219 of the ITRA, companies subject to SEC reporting obligations must disclose in their periodic reports specified dealings or transactions with Iran or with individuals and entities targeted by certain U.S. Office of Foreign Assets Controls (“OFAC”) sanctions engaged in by the reporting company or any of its affiliates during the period covered by the relevant periodic report. During 2012, the Company did not engage in any transactions with Iran or with persons or entities related to Iran.
At December 31, 2012, affiliates of The Blackstone Group (“Blackstone”) held approximately 53.89% of the Company’s outstanding equity securities and certain members of the Board of Directors of the Company are affiliated with Blackstone. As a result, Blackstone may be deemed an “affiliate” (as that terms in defined under Exchange Act Rule 12b-2) of the Company. Blackstone’s Annual Report on Form 10-K includes disclosures pursuant to the ITRA regarding two of its portfolio companies — TRW Automotive Holdings Corp. (“TRW”) and Travelport Limited (“Travelport”) — that may be deemed to be affiliates of Blackstone. Because of the broad definition of “affiliate” under the Exchange Act Rule 12b-2, these Blackstone portfolio companies, through Blackstone’s ownership of HealthMarkets, Inc., may also be deemed to be affiliates of ours. Accordingly, we note that the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed by TRW states that one of its non-U.S. subsidiaries sold products to customers that could be affiliated with, or deemed to be acting on behalf of, the Industrial Development and Renovation Organization, which has been designated as an agency of the Government of Iran, that gross revenue attributable to such sales was approximately $8,326,000 and that net profit from such sales was approximately $377,000. TRW’s disclosure further states that these activities were not prohibited by U.S. law at the time they were conducted and that those activities have been discontinued other than limited wind-down activities (which are permissible). Additionally, we note that the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed by Travelport states that as part of its global business in the travel industry, it provides certain passenger travel-related global distribution system and airline IT services to Iran Air and airline IT services to Iran Air Tours, that these services are either exempt from applicable sanctions prohibitions or specifically licensed by OFAC, that subject to any changes in the exempt/licensed status of such activities, it intends to continue these business activities and that gross revenue and net profit attributable to such activities in 2012 were approximately $127,000 and $45,000, respectively. We have not independently verified the disclosures described in this paragraph.
Employee Retirement Income Security Act of 1974
The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), regulates how goods and services are provided to or through certain types of employer-sponsored health benefit plans. ERISA is a set of laws and regulations subject to periodic interpretation by the United States Department of Labor (“DOL”) as well
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as the federal courts. ERISA places controls on how our insurance subsidiaries may do business with employers who sponsor employee health benefit plans. We believe that many of our products are not subject to ERISA because they are offered to and used by individuals, self-employed persons or employers with less than two participants who are employees as of the start of any plan year. However, some of our products or services may be subject to the ERISA regulations.
Legislative Developments
The federal and state governments continue to consider legislative and regulatory proposals that could materially impact health insurance companies and various aspects of the current health care system. To the extent not already addressed in connection with the Health Care Reform Legislation, some of the more significant legislative and regulatory developments that could potentially affect our business include requiring employers to provide health insurance to employees; establishing a minimum level of coverage required to satisfy health insurance mandates; establishing minimum loss ratios that require insurers to pay a minimum amount of claim payments as a percentage of premiums received; mandating coverage of certain conditions or specified procedures, drugs and devices; standardizing individual health insurance so as to restrict the ability of health insurers to significantly vary coverage, including the health care services considered to be “covered” or “excluded,” deductible and cost-sharing levels and coverage limits; and extending malpractice and other liability exposure for decisions made by health insurers
In addition, in 2012, the NAIC adopted final revisions to the Annual Financial Reporting Model Regulation which address corporate governance and internal control over financial reporting issues, similar to the Sarbanes-Oxley Act of 2002, with which certain of our insurance subsidiaries must comply.
We expect the trend of increased legislative activity to continue and cannot predict with certainty the effect that such proposals, if adopted, could have on our health insurance business and operations. Changes in health care policy could significantly affect our business. Certain of the proposals, if adopted, could have a material adverse effect on our financial condition and results of operations.
Employees
We have approximately 640 employees at December 31, 2012. As discussed above in “Commercial Health Division – Health Insurance Products,” the Company has been pursuing initiatives to significantly reduce administrative expenses and initiatives of this nature may continue in the future. We believe that the Company’s relations with its remaining employees are generally good.
Executive Officers of the Company
The Chairman of the Company and all other executive officers listed below are elected by the Board of Directors of the Company at its Annual Meeting each year to hold office until the next Annual Meeting or until
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their successors are elected or appointed. None of these officers have family relationships with any other executive officer or director.
| Name of Officer |
Principal Position |
Age | Business Experience During Past Five Years | |||
| Kenneth J. Fasola |
Director, President and Chief Executive Officer |
53 | Mr. Fasola joined the Company in September 2010 as Director, President and Chief Operating Officer. He has served as Chief Executive Officer since April 2011. He also serves as a Director, President and CEO of the Company’s insurance subsidiaries and of the Company’s Insphere insurance agency subsidiary. From October 2009 to September 2010, Mr. Fasola held several executive and senior level management positions at Humana. Mr. Fasola served as Chief Executive Officer of Secure Horizons, the nation’s largest Medicare Advantage insurer, from February 2007 to September 2008; as CEO of UnitedHealth Group’s Central Region from August 2004 to February 2007, and as President of United Healthcare Lines of Business from January 2003 to August 2004. Mr. Fasola began his insurance career in sales with Blue Cross of Central Ohio before moving to Community Mutual Blue Cross and Blue Shield in Ohio where he served in sales management positions. Mr. Fasola serves on the advisory board of Pennsylvania State University, Schreyer Honors College and previously served on the board of Connextions, Inc., a technology-based business process outsourcing firm. | |||
| R. Scott Donovan |
Executive Vice President and Chief Financial Officer | 55 | Mr. Donovan joined the Company in November 2012 as Executive Vice President and Chief Financial Officer. He also serves as Executive Vice President and Chief Financial Officer of the Company’s Insphere insurance agency and insurance subsidiaries. Mr. Donovan also serves as a Director of the Company’s insurance subsidiaries. From 1996 to 1999, Mr. Donovan served as Senior Vice President and Chief Financial Officer of the Coregis Insurance Group, a wholly owned subsidiary of GE Capital Corporation. From 1999 to 2002, he served as Managing Director and Chief Financial Officer of TIG Insurance Group, before being promoted to President and Chief Operating Officer of TIG Insurance Group, a position he held from 2002 through 2006. In 2006, Mr. Donovan joined OdysseyRe Holdings Corp. as Executive Vice President and Chief Financial Officer, a position he held until 2010, at which time he became Executive Vice President of Odyssey Reinsurance Company. | |||
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| Name of Officer |
Principal Position |
Age | Business Experience During Past Five Years | |||
| Derrick A. Duke |
Executive Vice President, Chief Operating Officer, Treasurer and Chief Investment Officer |
46 | Mr. Duke joined the Company in May 2004 as Vice President and Chief Investment Officer. He currently serves as Executive Vice President, Chief Operating Officer, Treasurer and Chief Investment Officer of the Company and its insurance subsidiaries. Mr. Duke also serves as a Director, of the Company’s insurance subsidiaries and as Executive Vice President of the Company’s Insphere insurance agency. Prior to joining the Company, Mr. Duke served as Senior Vice President and Chief Investment Officer for a privately held insurance company from June 1989 to May 2004. | |||
| Mark H. Smith |
Executive Vice President and Chief Agency Officer | 48 | Mr. Smith joined the Company’s Insphere insurance agency subsidiary in October 2011 as Senior Vice President and Chief Operating Officer. He currently serves as Executive Vice President and Chief Agency Officer of the Company and its Insphere insurance agency. Mr. Smith also serves as a Director of the Company’s insurance subsidiaries and Insphere insurance agency. From February 2010 until joining Insphere, he served as National Practice Leader for UnitedHealthcare’s Small Group Division and as Regional Vice President from July 2007 to February 2010. From July 2001 to July 2007, Mr. Smith was part of the management team that launched Destiny Health, the U.S. based company that is a wholly owned subsidiary of Discovery Health. Prior thereto, he served as National Vice President of Distribution for Discovery Health, a South African insurance company. | |||
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The following factors could impact our business and financial prospects:
Certain elements of the Health Care Reform Legislation could potentially have a material adverse effect on our financial condition and results of operations
In March 2010, Health Care Reform Legislation was signed into law and, after being challenged, was substantially upheld by the United States Supreme Court in a decision issued in June 2012. The Health Care Reform Legislation has resulted in broad-based material changes to the United States health care system, has had a significant impact on our business, and is expected to continue to impact our business in the future. While not all-inclusive, material provisions of the Health Care Reform Legislation include the following:
| • | Establishment of a minimum medical loss ratio of 80% for the individual and small group markets beginning in 2011, with rebates to customers required for medical loss ratio amounts under the minimum; |
| • | Expansion of dependent coverage to include adult children up to age 26; |
| • | Elimination of most annual and all lifetime caps on benefits; |
| • | Elimination of pre-existing condition exclusions for certain dependents; |
| • | Requirements that limit the ability of health insurance providers to vary premium based on assessment of underlying risk; |
| • | Payment of first dollar preventive care benefits for non-grandfathered business; |
| • | Establishment of specific benefit design requirements, rating and pricing limits and guaranteed issue requirements; |
| • | Obligation to add coverage for mandated “essential health benefits” to non-grandfathered plans as of January 1, 2014; |
| • | Creation of public health insurance exchanges (currently expected to be effective in 2014, subject to implementation at the state or federal level) with standardized plans available to the individual and small group markets. The availability of federal subsidies for qualified individuals may make plans offered through such public exchanges an attractive option for our existing customers and cause them to cancel their coverage with us; |
| • | Prohibitions on most policy rescissions; |
| • | Significant federal and possibly state annual taxes and/or assessments on health insurance providers which may not be deductible for income tax purposes; and |
| • | Limitations on the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code for health insurance providers. |
With respect to the minimum loss ratio requirements that became effective in 2011, the mandated minimum loss ratio of 80% for the individual and small group markets has adversely affected the revenues of our insurance subsidiaries and our business generally and has required us to issue rebates to customers. Historically, the Company has experienced significantly lower medical loss ratios and the Company continues to evaluate whether its insurance subsidiaries can operate profitably at an 80% minimum medical loss ratio. As a result of these requirements, our insurance subsidiaries have reduced the level of commissions paid to the agents who distribute their health benefit plans. The 80% minimum medical loss ratio for the individual market is subject to adjustment by the Department of Health and Human Services (“HHS”), on a state-by-state basis, if HHS determines that the requirement is disruptive to the market. For 2012, HHS approved a lower medical loss ratio standard in four states: Georgia, Iowa, Maine and New Hampshire. The minimum medical loss ratio requirement could, at an appropriate time in the future, compel us to non-renew coverage of our existing individual health customers in one or more states subject to applicable state and federal discontinuation or withdrawal requirements.
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The mandated medical loss ratio requirements and health care reform more generally also have adversely affected the level of base and override commissions that Insphere receives from the Company’s insurance subsidiaries and third party insurance carriers. In order to comply with the 80% minimum medical loss ratio requirement, many of these carriers, including the Company’s insurance subsidiaries, have reduced commissions and overrides. Compensation levels in 2011 and 2012 were significantly lower than 2010 levels. As a result of reductions, Insphere has lowered the level of commissions paid to its agents for the sale of products underwritten by these carriers. The implementation of additional aspects of the Health Care Reform Legislation, including but not limited to the introduction of health insurance exchanges (currently expected to be effective in 2014), may result in further reductions in commission and other compensation levels paid to producers, including Insphere.
To the extent required by the Health Care Reform Legislation, the Company has made the adjustments to its in-force block of business issued prior to March 24, 2010, including but not limited to removal of lifetime caps on benefits, extension of dependent coverage through age 26, meeting new HHS reporting requirements and adopting limitations on most policy rescissions. These changes generally became effective on January 1, 2011 (for most of our plans — the effective date of the new plan year), although certain states required an earlier effective date. In addition to the changes discussed above, plans issued on or after March 24, 2010 are subject to more extensive benefit changes, including but not limited to first dollar preventive care benefits and no annual limits on essential health benefits covered by the policies. The Company made all state form and rate filings necessary to include these new requirements and, effective in September 2011, made required rate and form changes for new policies marketed after that date.
Certain provisions of the Health Care Reform Legislation have already become effective, and the Company has dedicated material resources, made material changes to its business and incurred material expenses (including, but not limited to, additional claims expenses) as a result. Other provisions become effective at various dates over the next several years. Due to the complexity of this legislation, gradual implementation and pending status of certain guidance and regulations, the full impact of Health Care Reform Legislation on our business is not yet fully known. The Company’s review of these requirements, and their potential impact on the Company’s business, is ongoing. In addition, a number of state legislatures have enacted or are contemplating significant health insurance reforms or similar legislation, either in response to the Health Care Reform Legislation or independently (to the extent not addressed by federal legislation). These reforms could further increase our costs, require us to revise the way in which we conduct business, result in the elimination of certain products or business lines (including, potentially, non-renewal of our existing non-grandfathered and/or grandfathered health benefit plan business in one or more states subject to applicable state and federal discontinuation or withdrawal requirements), impose additional state-level fees or taxes, lead to lower revenues and expose us to an increased risk of liability. Any delay or failure to conform our business to the requirements of the Health Care Reform Legislation and state health insurance reforms could disrupt our operations, lead to regulatory issues, damage our relationship with existing customers and our reputation generally, adversely affect our ability to attract new customers and result in other adverse consequences. Depending on the outcome of certain potential developments, certain elements of the Health Care Reform Legislation and/or state health care reform legislation could, in the future, have a material adverse effect on the Company’s financial condition and results of operations, including but not limited to impairment of goodwill and intangible assets.
The Company’s review of the requirements of the Health Care Reform Legislation described above, and its potential impact on the Company’s health insurance product offerings, is ongoing.
The Health Care Reform Legislation could increase our cost structure and impede our ability to obtain premium rate increases necessary to offset these costs.
Several aspects of the Health Care Reform Legislation are expected to increase our costs, including but not limited to the elimination of most annual and all lifetime caps on the dollar value of benefits, the elimination of pre-existing condition exclusions and the obligation to add coverage for mandated “essential health benefits” to non-grandfathered plans. Premium increases will be necessary to mitigate the impact these and other provisions
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of the Health Care Reform Legislation will have on our cost structure. Premium increases are generally subject to the approval of state insurance departments. In addition, HHS rules establish a federal premium rate review process for annual premium rate increases (generally, of 10% or more), which could make it more difficult to obtain approval of premium rate increases. The inability of our insurance companies to increase premiums rates to offset increases in their cost structure could have a material adverse effect on our financial condition and results of operations.
Changes in government regulation could increase the costs of compliance or cause us to discontinue marketing our products, or otherwise cease doing business, in certain states.
We conduct business in a heavily regulated industry. In addition to the Health Care Reform Legislation discussed above, to the extent not addressed by federal legislation, various states have, from time to time, proposed and/or enacted changes to the health care system that could affect the relationship between health insurers and their customers (see Item 1. Business — “Regulatory and Legislative Matters” for additional information). To the extent not already addressed in connection with the Health Care Reform Legislation, some of the more significant legislative and regulatory developments that could potentially affect our business include requiring employers to provide health insurance to employees; establishing a minimum level of coverage required to satisfy health insurance mandates; establishing minimum loss ratios that require insurers to pay a minimum amount of claim payments as a percentage of premiums received; mandating coverage of certain conditions or specified procedures, drugs and devices; standardizing individual health insurance so as to restrict the ability of health insurers to significantly vary coverage, including the health care services considered to be “covered” or “excluded,” deductible and cost-sharing levels and coverage limits; and extending malpractice and other liability exposure for decisions made by health insurers
We expect the trend of increased legislative activity to continue and cannot predict with certainty the effect that such proposals, if adopted, could have on our business. Certain of the proposals, if adopted, could have a material adverse effect on our financial condition and results of operations. We evaluate regulatory and legislative developments on an ongoing basis. If we determine that the legislative or regulatory environment in a particular state prevents us from doing business in the state on a profitable basis, we may determine that it is in the Company’s best interest to withdraw from certain lines of business or cease doing business in that state (subject to applicable state and federal discontinuation or withdrawal requirements).
Failure to comply with extensive state and federal regulations could subject us to fines, penalties and suspensions, which could have a material adverse effect on our financial condition and results of operations.
We are subject to extensive governmental regulation and supervision (see Item 1. Business — “Regulatory and Legislative Matters” for additional information). Most insurance regulations are designed to protect the interests of policyholders rather than stockholders and other investors. This regulation, generally administered by a department of insurance in each state in which we do business, relates to, among other things, licensing of insurers and their agents; sales and marketing practices; training and oversight of agents; handling of consumer complaints and grievances; approval of policy forms and premium rates; standards of solvency, including risk-based capital measurements, which are a measure developed by the NAIC and used by state insurance regulators to identify insurance companies that potentially are inadequately capitalized; restrictions on the nature, quality and concentration of investments; restrictions on transactions between insurance companies and their affiliates; restrictions on the size of risks insurable under a single policy; requiring deposits for the benefit of policyholders; requiring certain methods of accounting; prescribing the form and content of records of financial condition required to be filed; and requiring reserves for losses and other purposes.
State insurance departments also conduct periodic examinations of the affairs of insurance companies through, among other things, financial and market conduct examinations, and require the filing of annual and other reports relating to the financial condition of insurance companies, holding company issues and other matters. Regulatory agencies have imposed substantial fines against us in the past, and may impose substantial
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fines against us in the future if they determine that we have not complied with applicable laws and regulations (see Note 16 to Notes to Consolidated Financial Statements).
There is also substantial federal regulation of our business. Laws and regulations adopted by the federal government, including the Sarbanes-Oxley Act of 2002, the Gramm-Leach-Bliley Act, HIPAA, the USA PATRIOT Act and the CAN SPAM Act of 2003 and Do Not Call regulations, establish administrative and compliance requirements applicable to the Company.
Our business depends on compliance with applicable laws and regulations and our ability to maintain valid licenses and approvals for our operations. Regulatory authorities have broad discretion to grant, renew or revoke licenses and approvals. Regulatory authorities may deny or revoke licenses for various reasons, including the violation of regulations. In some instances, we follow practices based on our interpretations of regulations, or those that we believe to be generally followed by the industry, which may be different from the requirements or interpretations of regulatory authorities. If we do not have the requisite licenses and approvals and do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us which, depending on the nature of the penalty, could have a material adverse effect on our business. Our failure to comply with new or existing government regulation could subject us to significant fines and penalties. Our efforts to measure, monitor and adjust our business practices to comply with current laws are ongoing. Failure to comply with enacted regulations could result in significant fines, penalties or the loss of one or more of our licenses.
Current or future state and federal regulations could impede our ability to obtain effective leads or increase the cost of leads and adversely affect our business
We utilize, either directly or through third party vendors, e-mails and telephone calls to identify prospective sales leads for use by Insphere and its agents. Lead generation activities are subject to state and federal regulations, including, but not limited to, the federal CAN SPAM Act of 2003 (which establishes national standards for sending bulk, unsolicited commercial e-mail), the federal “Do Not Call” regulations and state regulations regarding telemarketing (which require companies including insurers and insurance agencies to develop their own “do not call” lists and reference state and federal “do not call” registries before making calls to market insurance products, and prohibit unsolicited facsimiles) (see Item 1. Business — “Regulatory and Legislative Matters” for additional information). Failure to comply could result in enforcement actions by state attorneys general, regulatory fines and penalties and civil lawsuits. We believe that the ability of Insphere and its agents to obtain effective and cost efficient “qualified” sales leads plays a significant role in the generation of new business and efforts to recruit and retain effective agents. There is significant competition for such leads and certain aspects of the Health Care Reform Legislation, including but not limited to the introduction of public health insurance exchanges (currently expected to be effective in 2014) may make it more difficult for the Insphere to obtain such leads in the future or may make such leads significantly more expensive. To the extent that laws currently in effect, or passed in the future, make it more difficult or costly to obtain effective and cost efficient qualified leads, or eliminate our ability to purchase or generate such leads, our business could be materially and adversely affected.
We must comply with restrictions on customer privacy and information security, including taking steps to ensure compliance by our business associates with HIPAA.
The use, disclosure and secure handling of individually identifiable health information by our business is subject to state and federal law and regulations, including the privacy provisions of the federal Gramm-Leach-Bliley Act and the privacy and security regulations promulgated under HIPAA (See Item 1. Business — “Regulatory and Legislative Matters” for additional information). The HIPAA regulations establish significant criminal penalties and civil sanctions for non-compliance. The HIPAA regulations require, among other things, that we enter into specific written agreements with business associates to whom individually identifiable health information is disclosed. Although our contracts with business associates provide for appropriate protections of such information, we may have limited control over the actions and practices of our business associates. The
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Health Information Technology for Economic and Clinical Health Act (“HITECH Act”). enacted as part of the American Recovery and Reinvestment Act of 2009 (“ARRA”), contains a number of provisions that significantly expand the reach of HIPAA, including imposition of varying civil monetary penalties, creation of a private cause of action for HIPAA violations, extension of HIPAA’s security provisions to business associates and creation of new security breach notification requirements. In January 2013, final HHS regulations implementing the ARRA amendments to HIPAA impose additional obligations and further restrict our ability to collect, disclose and use individually identifiable health information. Additionally, as part of the Administrative Simplification provisions of the Health Care Reform Legislation, health plans are required to provide eligibility and health claim status for HIPAA transactions in 2013 and to certify compliance with these requirements by December 31, 2013. The Company is currently evaluating its ability to comply with such certification. Compliance with HIPAA, the HITECH Act and other state and federal privacy and security regulations have required us to implement changes in our programs and systems to maintain compliance and may in the future result in significant expenditures due to necessary systems changes, the development of new administrative processes and the effects of potential noncompliance by our business associates. In addition to obligations on the part of the Company’s insurance subsidiaries, Insphere serves as a business associate of the non-affiliated insurance companies with which it does business. Insphere’s relationship with these non-affiliated insurance companies has added complexity to the Company’s privacy compliance obligations. Failure to comply could result in regulatory fines and civil lawsuits. Knowing and intentional violations of these rules may also result in federal criminal penalties.
The outcome of comprehensive or targeted market conduct examinations could have a material adverse effect on our financial condition and results of operations.
We recently concluded a multi-state market conduct examination of our principal insurance subsidiaries, MEGA, Mid-West and Chesapeake (the “Insurance Companies”). See Note 16 of Notes to Consolidated Financial Statements. The Insurance Companies have periodically been the subject of other market conduct examinations conducted by state insurance departments. As reported in Note 16 of Notes to Consolidated Financial Statements, such examinations have included the market conduct examination of MEGA, Mid-West and Chesapeake by the Massachusetts Division of Insurance, resulting in a 2006 regulatory settlement agreement, and subsequent re-examination of certain key provisions of the regulatory settlement agreement commencing in January 2009, which was settled on August 26, 2009.
The Insurance Companies are subject to various other pending market conduct and other regulatory examinations, inquiries or proceedings arising in the ordinary course of business. State insurance regulatory agencies have authority to levy significant fines and penalties and require remedial action resulting from findings made during the course of such matters. Market conduct or other regulatory examinations, inquiries or proceedings could result in, among other things, changes in business practices that require the Company to incur substantial costs. Such results, singly or in combination, could injure our reputation, cause negative publicity, adversely affect our debt and financial strength ratings, place us at a competitive disadvantage in marketing or administering our products or impair our ability to sell or retain insurance policies, and could have a material adverse effect on the Company’s financial condition and results of operations.
We may lose business to competitors
We compete, and will continue to compete, for customers with many other companies, including insurance companies, insurance agencies and other financial services companies. Current or potential competitors may offer a broader array of products than we do, have a greater diversity of distribution resources, have better brand recognition, have more competitive pricing and have lower cost structures. Some may also have greater financial resources with which to compete. With respect to our Commercial Health division, other insurers may have higher financial strength or claims paying ratings, or may be able to obtain more favorable financial arrangements from healthcare providers that are not available to us, which may make their health benefit plan offerings more attractive than our own. Other companies enter and exit the markets in which we operate, thereby increasing competition at times when there are new entrants. For example, we currently believe that Chesapeake offers one of the largest portfolios of individual supplemental products in the market. However, as a result of the
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Health Care Reform Legislation, we expect the supplemental business to become a greater area of focus for other insurance carriers. Competitors in the supplemental market may include insurance carriers who have substantially greater revenues, capital resources or product and geographic market coverage. Entry into the supplemental market, or expansion of existing supplemental business, by such competitors could adversely affect our ability to successfully market supplemental products on a competitive basis and decrease revenues arising from the sale of supplemental products. Our Commercial Health Division and Insphere may also lose business as a result of the introduction of public health insurance exchanges (currently expected to be effective in 2014). With respect to our Commercial Health Division, we may lose business to competitors who are able to offer their products through an exchange. With respect to Insphere, the availability of public health insurance exchanges may render a customer’s need for an independent insurance agent less necessary. If we are unable to appropriately address these competitive challenges, our business could be adversely affected.
Failure to recruit and retain agents could prevent us from competing successfully and could have a material adverse effect on our financial condition and results of operations.
We compete not only for the business of customers, but also for agents and distribution relationships with other distributors and insurance companies. We distribute our products as well as the products of non-affiliated insurance companies through independent agents contracted with Insphere as well as independent third party producers outside the Insphere agency sales force. Insphere’s business is highly competitive and there are many insurance agencies, brokers and intermediaries who actively compete with us. We also compete with insurance companies that sell their products directly to customers and do not use or pay commissions to third-party agents or brokers. In addition, the Internet continues to be a source for direct placement of business and creates competition for Insphere. We compete for productive agents with other distributors based on a number of factors, including compensation structure, level of training and support services and product offerings. It may be difficult to successfully compete for agents with companies that have greater revenues, capital resources, product and geographic market coverage or name recognition than ours.
The Health Care Reform Legislation may adversely affect Insphere’s ability to recruit and retain agents. As a result of certain changes arising from this legislation, including the 80% minimum medical loss ratio requirement, many of the carriers with which Insphere does business, including the Company’s insurance subsidiaries, have reduced commissions and overrides. Compensation levels in 2011 and 2012 were significantly lower than 2010 levels, and we anticipate that the implementation of additional aspects of the Health Care Reform Legislation may result in further reductions. (see Item 1. Business — “Regulatory and Legislative Matters” for additional information). The impact of these adjustments has been significant and, as a result, Insphere has lowered the level of commissions paid to its agents for the sale of products underwritten by these carriers. This could potentially make it more difficult for Insphere to recruit agents and/or retain agents who are unable to earn sufficient income at the reduced commission levels.
Insphere’s business model requires near term growth in the number of productive selling agents within its sales force and the retention of these agents. Any inability by Insphere to recruit, retain and expand the number of productive insurance agents within its sales force could adversely affect Insphere’s business prospects and could have a material adverse effect on our financial condition and results of operations.
Changes in our relationship with membership associations, or changes in association product benefits, could have a material adverse effect on our financial condition and results of operations.
Historically, a substantial portion of the products offered by our insurance subsidiaries were issued to members of independent membership associations that act as the master policyholder for such products. The associations provide their members with access to a number of benefits and products, including health insurance underwritten by the HealthMarkets insurance subsidiaries. Subject to applicable state law, individuals generally may not obtain insurance under an association’s master policy unless they are also members of the association. In the limited number of states where the Company’s insurance subsidiaries currently continue to offer its health benefit plans,
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these plans are now offered to the individual market directly and not through the associations. In addition, Insphere maintains agreements with independent membership associations - AAS and AFS - pursuant to which Insphere’s agents act as field service representatives for the associations. These agreements provide Insphere with the right (generally on an exclusive basis) to distribute association products for AAS and AFS. In this capacity, Insphere’s agents enroll new association members and provide membership retention services. Insphere receives compensation from the associations, including fees associated with enrollment, member retention services, marketing and administrative services.
An adverse change in our relationship with these associations, including but not limited to a termination of our agreements with these associations, could be fundamentally disruptive to our in-force block of health benefit plan business issued to members of independent membership associations and could result in the termination or non-renewal of some or all of this business. Such a change could also adversely affect Insphere’s efforts to market association products. Changes in the nature of the association products offered, including benefits, could also adversely affect Insphere’s business.
Negative publicity regarding our business practices and about the health insurance industry in general may harm our business and could have a material adverse effect on our financial condition and results of operations.
The health and life insurance industry and related products and services we provide attracts negative publicity from consumer advocate groups and the media. Negative publicity regarding the industry generally or our Company in particular may result in increased regulation and legislative scrutiny as well as increased litigation, which may further increase our costs of doing business and adversely affect our profitability by impeding our ability to market our products and services, requiring us to change our products or services or increasing the regulatory burdens under which we operate. Certain of the matters referred to in Note 16 of Notes to Consolidated Financial Statements, for example the litigation filed by the City Attorney for Los Angeles on behalf of the State of California, have generated adverse publicity for the Company. Matters of this nature in the future could result in the loss of reputation and business for the Company and could have a material adverse effect on our financial condition and results of operations.
Our failure to secure and enhance cost-effective healthcare provider network contracts may result in a loss of insureds and/or higher medical costs and could have a material adverse effect on our financial condition and results of operations.
Our results of operations and competitive position could be adversely affected by our inability to enter into or maintain satisfactory relationships with networks of hospitals, physicians, dentists, pharmacies and other healthcare providers. The failure to secure cost-effective healthcare provider network contracts, the inability to maintain “rental” access to health care provider networks, or the refusal of health care providers to honor the discounts obtained through such networks, may result in a loss of insureds or higher medical costs. In addition, the inability to contract with provider networks, the inability to terminate contracts with existing provider networks and enter into arrangements with new provider networks to serve the same market, and/or the inability of providers to provide adequate care, could have a material adverse effect on our financial condition and results of operations.
HealthMarkets’ inability to obtain funds from its insurance subsidiaries may cause it to experience reduced cash flow, which could affect the Company’s ability to pay its obligations to creditors as they become due.
We are a holding company, and our principal assets are investments in separate operating subsidiaries, including our regulated insurance subsidiaries. Our ability to fund our cash requirements is largely dependent upon our ability to access cash from our subsidiaries through the payment of dividends. Our insurance subsidiaries are subject to regulations that limit their ability to transfer funds to us. If we are unable to obtain funds from our insurance subsidiaries, we will experience reduced cash flow, which could affect our ability to pay our obligations to creditors as they become due.
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Failure to accommodate redemption requests by agents participating in the HealthMarkets, Inc. InVest Stock Ownership Plan could result in dissatisfaction and attrition among our contracted independent agents.
Historically, we have generally accommodated requests to purchase Class A-2 shares upon the withdrawal of a participant from the HealthMarkets, Inc. InVest Stock Ownership Plan, but we are under no obligation to do so. Any repurchase of shares requires the Company’s consent, which may be withheld in our sole discretion. The ability to accommodate redemption requests is subject to a variety of factors, including the number of requests received and the Company’s capital position. The volume of redemption requests generally has been low. If the number of redemption requests increases as a result of an event that is perceived by agents to have a negative effect on the Company’s financial condition or operations (e.g. adverse publicity regarding the health insurance industry in general or our business specifically), the number of redemption requests could increase and the Company may elect not to accommodate such requests, which could result in dissatisfaction and substantial attrition among the agents within the Insphere distribution force as well as litigation risk.
Unfavorable economic conditions could adversely affect our business.
General economic, financial market and political conditions could have a material adverse effect on our financial condition and results of operations. Concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, the global mortgage market, a declining global real estate market, high unemployment, and the loss of consumer confidence and a reduction in consumer spending have contributed to increased volatility and diminished expectations for the economy and the markets going forward. These market conditions expose us to a number of risks, including risks associated with the potential financial instability of our customers. If our customer base experiences cash flow problems and other financial difficulties, it could, in turn, adversely impact the sale of the Company’s insurance products and Insphere’s distribution of third party products. For example, customers may modify, delay or cancel plans to purchase products, or may choose to reduce their level of coverage. In addition, if our customers experience financial difficulties, they may not be able to pay, or may delay payment of, premiums owed for insurance products. Further, our customers or potential customers may force us to compete more vigorously on factors such as price and service to retain or obtain their business. A significant decline in the sale of our products and the inability of current and/or potential customers to pay their premiums as a result of unfavorable economic conditions may adversely affect our business, including our revenues, profitability and cash flow. In addition, general inflationary pressures may affect the costs of health care, increasing the costs of paying claims.
In addition, we are subject to extensive laws and regulations that are administered and enforced by a number of different governmental authorities, including, but not limited to, state insurance regulators, the U.S. Securities and Exchange Commission and state attorneys general. In light of the difficult economic conditions, some of these authorities have adopted, or are considering the adoption of enhanced or new regulatory requirements intended to prevent future crises or to otherwise assure the stability of institutions under their supervision. These authorities may also seek to exercise their supervisory or enforcement authority in new or more robust ways. All of these possibilities, if they occurred, could affect the way we conduct our business and manage our capital, either of which in turn could have a material adverse effect on our financial condition and results of operations.
The value of our investments is influenced by varying economic and market conditions and a decrease in value could have an adverse effect on our financial condition and results of operations and liquidity.
Our investment portfolio is comprised of short term investments and investments classified as securities available for sale. Available for sale securities are carried at fair value, and the unrealized gains or losses are included in accumulated other comprehensive income (loss) as a separate component of shareholders’ equity, unless the decline in value is deemed to be other than temporary. For our available for sale investments, if a decline in value is deemed to be other than temporary, the security is deemed to be other than temporarily impaired (“OTTI”) and it is written down to fair value. OTTI losses attributed to credit loss are recorded in earnings while OTTI losses attributed to other factors are recorded in “Accumulated other comprehensive income
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(loss)” and have no effect on earnings. In accordance with applicable accounting standards, we review our investment securities to determine if declines in fair value below cost are other than temporary. This review is subjective and requires a high degree of judgment. We conduct this review on a quarterly basis (or more frequently if certain indicators arise), using both quantitative and qualitative factors, to determine whether a decline in value is other than temporary. In its review, management considers the following indicators of impairment: fair value significantly below cost; decline in fair value attributable to specific adverse conditions affecting a particular investment; decline in fair value attributable to specific conditions, such as conditions in an industry or in a geographic area; decline in fair value for an extended period of time; downgrades by rating agencies from investment grade to non-investment grade; financial condition deterioration of the issuer and situations where dividends have been reduced or eliminated or scheduled interest payments have not been made.
The economic environment and potential volatility of the securities markets increase the difficulty of assessing investment impairment and the same influences tend to increase the risk of potential impairment of these assets. Given the potential for volatile market conditions and the significant judgments involved, there is continuing risk that material declines in fair value may occur and material other than temporary impairments may result in realized losses in future periods which could have a material adverse effect on our financial condition and results of operations.
Adverse securities and credit market conditions could have a material adverse affect on our liquidity or our ability to obtain credit on acceptable terms.
The securities and credit markets from time to time have experienced extreme volatility and disruption. In some cases, the markets have exerted downward pressure on the availability of liquidity and credit capacity for certain issuers. We need liquidity to make payments for benefits, claims and commissions and pay operating expenses. Our primary sources of cash on a consolidated basis have been premium revenue from policies issued, investment income, third-party commission revenue, and fees and other income. In the event we need access to additional capital to pay our operating expenses, pay capital expenditures or fund acquisitions, our ability to obtain such capital may be limited and the cost of any such capital may be significant. Our access to additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the overall availability of credit to our industry, our credit ratings and credit capacity, as well as the possibility that customers or lenders could develop a negative perception of our long- or short-term financial prospects. Similarly, our access to funds may be impaired if regulatory authorities or rating agencies take negative actions against us. If a combination of these factors were to occur, our internal sources of liquidity may prove to be insufficient, and, in such case, we may not be able to successfully obtain additional financing on favorable terms.
Failure of our insurance subsidiaries to maintain their current insurance ratings could have a material adverse effect on our financial condition and results of operations.
Our principal insurance subsidiaries are currently rated by A.M. Best. These ratings are subject to periodic review by the ratings agencies and there can be no assurances that we will be able to maintain these current ratings. A downward adjustment in rating by A.M. Best of our insurance subsidiaries could have a material adverse effect on our financial condition and results of operations. If our ratings are lowered from their current levels, our competitive position could be materially adversely affected and it could be more difficult for us to market our products. Rating agencies may take action to lower our ratings in the future due to, among other things, perceived concerns about our liquidity or solvency, the competitive environment in the insurance industry, which may adversely affect our revenues, the inherent uncertainty in determining reserves for future claims, which may cause us to increase our reserves for claims, the outcome of pending litigation and regulatory investigations, which may adversely affect our financial position and reputation and possible changes in the methodology or criteria applied by the rating agencies. In addition, rating agencies have come under recent scrutiny over their ratings practices and could, as a result, become more conservative in their methodology and criteria, which could adversely affect our ratings. Finally, rating agencies or regulators could increase capital requirements for the Company or its subsidiaries which in turn, could negatively affect our financial position.
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We may not have enough statutory capital and surplus to continue to write business.
Our continued ability to write business is dependent on maintaining adequate levels of statutory capital and surplus to support the policies we write. Our new business writing typically results in net losses on a statutory basis during the early years of a policy. The resulting reduction in statutory surplus, or surplus strain, limits our ability to seek new business due to statutory restrictions on premium to surplus ratios and statutory surplus requirements. New business opportunities may also require increased levels of statutory capital and surplus. If we cannot generate sufficient statutory surplus to maintain minimum statutory requirements through increased statutory profitability, reinsurance or other capital generating alternatives, we will be limited in our ability to realize additional premium revenue from new business writing, which could have a material adverse effect on our financial condition and results of operations or, in the event that our statutory surplus is not sufficient to meet minimum premium to surplus and risk-based capital ratios in any state, we could be prohibited from writing new policies in such state.
Failure to accurately estimate medical claims and healthcare costs may have a significant impact on our financial condition and results of operations.
If we are unable to accurately estimate medical claims and control healthcare costs, our results of operations may be materially and adversely affected. We estimate the cost of future medical claims and other expenses using actuarial methods based upon historical data, medical inflation, product mix, seasonality, utilization of healthcare services and other relevant factors. We establish premiums based on these methods. The premiums we charge our customers generally are fixed for the applicable contract period, and costs we incur in excess of our medical claim projections generally are therefore not recovered.
Our reserves for current and future claims may be inadequate and any increase to such reserves could have a material adverse effect on our financial condition and results of operations.
We calculate and maintain reserves for current and future claims using assumptions about numerous variables, including our estimate of the probability of a policyholder making a claim, the severity and duration of such claim, the mortality rate of our policyholders, the persistency or renewal of our policies in-force and the amount of interest we expect to earn from the investment of premiums. The adequacy of our reserves depends on the accuracy of our assumptions. The Company’s estimates with respect to claims liability and related benefit expenses are subject to an extensive degree of judgment and we cannot be certain that our actual experience will not differ from the assumptions used in the establishment of reserves. Any variance from these assumptions could have a material adverse effect on our financial condition and results of operations.
Litigation or settlements thereof may result in financial losses or harm our reputation and may divert management resources.
Current and future litigation with private parties or governmental authorities may result in financial losses, harm our reputation and require the dedication of significant management resources. We are regularly involved in litigation. The litigation naming us as a defendant ordinarily involves our activities as an insurer. In recent years, many insurance companies, including us, have been named as defendants in class actions relating to market conduct or sales practices.
For our general claim litigation, we establish reserves based on experience to satisfy judgments and settlements in the normal course. Management expects that the ultimate liability, if any, with respect to general claim litigation, after consideration of the reserves maintained, will not be material to the consolidated financial condition of the Company. Nevertheless, given the inherent unpredictability of litigation, it is possible that an adverse outcome in certain claim litigation involving punitive damages could, from time to time, have a material adverse effect on our financial condition and results of operations.
Given the expense and inherent risks and uncertainties of litigation, we regularly evaluate litigation matters pending against us, including those described in Note 16 of Notes to Consolidated Financial Statements, to
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determine if settlement of such matters would be in the best interests of the Company and its stockholders. The costs associated with any such settlement could be substantial and, in certain cases, could result in an earnings charge in any particular quarter in which we enter into a settlement agreement. Although we have recorded litigation reserves which represent our best estimate on probable losses, our recorded reserves might prove to be inadequate to cover an adverse result or settlement for extraordinary matters. Therefore, costs associated with the various litigation matters to which we are subject and any earnings charge recorded in connection with a settlement agreement could have a material adverse effect on our financial condition and results of operations.
Failure to achieve certain operational and strategic initiatives may adversely affect our business.
Our future success depends in large part upon our management team’s ability to execute our strategy to position us for the future. This strategy includes, without limitation, the growth of our Insphere agency business through traditional and alternative distribution channels (including telesales) and the need to make this business more efficient; the growth of our supplemental product business underwritten by Chesapeake and related distribution opportunities of this business including, but not limited to, distribution through brokerage channels, strategic partnerships and joint venture arrangements; opportunities created by new product offerings, such as the commencement in 2012 of the marketing of stand-alone Medicare prescription drug plans (“PDPs”) under the Medicare Part D program by our HealthMarkets Insurance Company subsidiary; and initiatives to reduce administrative expenses, including, but not limited to, adjusting the workforce to reflect current business levels and consolidating certain administrative functions. We have made and may in the future continue to make substantial investments in pursuit of this strategy. There can be no assurance that we will achieve this strategy, and any failure to achieve this strategy could have a material adverse effect on our financial condition and results of operations.
Acquisitions, divestitures and other significant transactions may adversely affect our business.
We continue to evaluate the profitability of our existing businesses and operations. From time to time, we review potential acquisitions and divestitures in light of our core businesses and growth strategies. The success of any such acquisition or divestiture depends, in part, upon our ability to identify suitable buyers or sellers, negotiate favorable contract terms and, in many cases, obtain governmental approval. For acquisitions, success is also dependent upon efficiently integrating the acquired business into the Company’s existing operations. For divestures, in the event the structure of the transaction results in continuing obligations by the buyer to us or our customers, a buyer’s inability to fulfill these obligations could lead to future financial loss on our part. In addition, any divestiture could result in significant asset impairment charges, including those related to goodwill and other intangible assets. In addition, potential acquisitions or divestitures present financial, managerial and operational challenges, including diversion of management attention from existing businesses, difficulty with integrating or separating personnel and financial and other systems, increased expenses, assumption of unknown liabilities, indemnities and potential disputes with the buyers or sellers.
Insphere Insurance Solutions is a relatively new business and its long-term success is uncertain.
The Company formed Insphere Insurance Solutions, Inc. in 2009. The success of this line of business depends on a number of factors, including, but not limited to, the ability of Insphere to maintain applicable licenses, recruit and retain productive agents, maintain and expand satisfactory relationships with insurance carriers, the implementation and maintenance of various information technology and administrative systems, platforms and processes necessary to successfully run the business, and the regulatory and legislative environment. To date, Insphere has generated significant revenues but has not been profitable. The ongoing implementing regulations of the Health Care Reform Legislation is expected to present additional challenges to profitability and Insphere more generally. Like any business in a relatively early stage of development, the progress and success of Insphere entails substantial uncertainty. If the Company’s attempt to develop the Insphere business does not progress as planned, the Company may be materially and adversely affected by, among other things, capital, investments, and operating expenses that have not led to the anticipated results.
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A rapid reduction in the size of our in-force block of health benefits plans could result in a reduction in underwriting profits, which may not be replaced in the near term by earnings from other areas of our business, which may cause the Company to impair its goodwill and intangible assets.
In 2010, the Company discontinued the sale of its “scheduled benefit” health insurance products and discontinued marketing all health benefit plans underwritten by its insurance subsidiaries, in all but a limited number of states. These actions reflect a number of factors, including (1) the Company’s evaluation of National Health Care Reform Legislation which, among other things, requires a minimum medical loss ratio of 80% for the individual and small group markets beginning in 2011 and eliminates most annual caps on benefits - an important feature of our “scheduled benefit” products; (2) the Company’s decision to focus on business opportunities that allow us to maximize the value of the Insphere independent agent sales force, with particular focus on the sale of third-party health insurance products underwritten by non-affiliated insurance companies and supplemental products underwritten by the Company’s insurance subsidiaries (which are generally not subject to the requirements of the Health Care Reform Legislation); and (3) the fact that in the states where third party health insurance plans distributed by Insphere have been introduced, they have, to a great extent, replaced the sale of the Company’s health benefit plan offerings.
The Company continues to maintain a significant in-force block of health benefit plans, and continues to underwrite and distribute its own health benefit plans in a limited number of states. We expect that maintenance of the Company’s in-force block of health benefit plans, at current levels, will present significant challenges resulting from, among other things, competitive pressure due to the shift in our distribution focus toward third-party product sales and changes resulting from Health Care Reform Legislation. For non-grandfathered plans, changes that we expect to impact our in-force block health benefit plan business include, but are not limited to, the obligation to add mandated “essential health benefits” (which is expected to significantly increase our claims costs), limitations on the ability to vary premium based on assessment of underlying risk (including elimination of pre-existing condition exclusions and health status rating adjustments), and the creation of public health insurance exchanges with standardized plans available to the individual and small group markets (which, as a result of federal subsidies available to qualified individuals purchasing health insurance through exchanges, may cause our customers to migrate to such exchanges and result in the loss of business). If maintaining our in-force block of health benefit plans (or portions thereof) is no longer profitable due to these or other changes, we may choose to non-renew coverage of these plans in one or more states subject to applicable state and federal discontinuation or withdrawal requirements. The Company evaluates the impact of the Health Care Reform Legislation on its in-force block of health benefit plans on an ongoing basis.
Over time, we expect the size of our in-force block of health benefit plans to continue decreasing. As a result, we anticipate that premium revenue and underwriting profits associated with this in-force block will decline and may not be replaced in the near term by earnings from other areas of the business. We expect it to take a considerable amount of time to grow the premium revenue and underwriting profits associated with our supplemental product offerings and the net commission revenue generated from Insphere. This transition in our revenue stream will make it difficult to support administrative expenses at current levels. To better align expenses in light of dropping enrollment levels, the Company has been pursuing initiatives to significantly reduce administrative expenses, including but not limited to reductions in its workforce, consolidation of certain administrative functions and the reorganization of Insphere’s field structure to make it more efficient, and we expect initiatives of this nature to continue in the future. However, if developments occur that accelerate the reduction of our in-force block, including concerted efforts by agents to replace this business or a decision by the Company to non-renew its existing health benefit plan business in one or more states subject to applicable state and federal requirements, we may be unable to reduce expenses in a manner that keeps pace with dropping enrollment levels, which could have a material adverse effect on our financial condition and results of operations. Additionally, any adverse impact could cause the Company to impair its goodwill and intangible assets.
Insphere faces risks related to its relationships with non-affiliated insurance carriers.
Insphere contracts with non-affiliated carriers to distribute products underwritten by such carriers. These contracts generally provide that either party may terminate the contract for convenience by providing the other
28
party with a relatively short period of advance notice. In any particular market, carriers could terminate their contracts with us (or refuse to contract with us), demand lower commissions or take other actions, including litigation, which could adversely affect our business. We are also dependent on non-affiliated carriers to pay Insphere in a timely and accurate manner and to provide Insphere with data required to support the sale of third party products and to timely and accurately pay its agents. The failure by a non-affiliated carrier to provide Insphere with the data and support necessary for Insphere to sell the carrier’s products and to pay its agents, resulting from a failure in data systems or otherwise, could materially and adversely affect Insphere’s business. Our business is also vulnerable to a non-affiliated carrier’s failure to administer underwritten business in an appropriate manner, which could lead to customer dissatisfaction and the lapse or cancellation of insurance policies for which Insphere receives commissions. Insphere could also be materially and adversely affected if a non-affiliated carrier with which it does business experiences a downgrade in its financial strength ratings which, for the affected carrier, could reduce Insphere’s level of business and commissions.
A failure of our information systems to provide timely and accurate information, or a failure to properly maintain the integrity of our data, could have a material adverse effect on our financial condition and results of operations.
Effective information systems, and the integrity and timeliness of the data we use to run our business, are critical to our operations and requires an ongoing commitment of time and resources. We outsource a number of functions related to information systems support and dependence on these third parties makes us vulnerable to any failure in performance by these parties. Additionally, we are potentially vulnerable to cybersecurity attacks that bypass our information technology security systems. If a security breach were to occur, it could result in the loss, misappropriation or release of confidential data or intellectual property, disrupt our information systems and business more generally and cause negative publicity and reputational damage. The failure to maintain an effective and efficient information system, disruptions in our information systems or the failure to maintain data integrity could cause disruptions in our business operations that include, but are not limited to, (a) failure to comply with prompt pay laws; (b) loss of existingcustomers; (c) difficulty in attracting new customers; (d) disputes (including litigation) with customers, providers and agents; (e) regulatory problems; (f) increases in administrative expenses; and (g) other adverse consequences. There can be no assurance that our information systems will remain effective, timely and secure, and any failure to do so could have a material adverse effect on our financial condition and results of operations.
Our reliance on outsourcing arrangements subjects us to risk and may disrupt or adversely affect our operations.
Historically, we have maintained an administrative center with underwriting, claims management and administrative capabilities performed in-house. Over the last several years, we have outsourced many of these functions, including new business processing, provider service calls and a larger portion of the claims processing functions, to contracted third parties, including parties who may perform these functions offshore. We evaluate opportunities to subcontract additional services of this nature on an ongoing basis and may outsource additional functions in the future. The Company retains ultimate responsibility for ensuring that these functions are performed in a timely and appropriate manner. Dependence on third parties for these services may make our operations vulnerable to the third party’s failure to perform as agreed. If these third parties fail to satisfy their obligations to us, including obligations with respect to the security and confidentiality of information and data of the Company and/or its customers, our operations may be adversely affected. Reliance on third parties also makes us vulnerable to changes in the vendors’ business, financial condition and other matters outside of our control. The failure to adequately monitor and regulate the performance of our third party vendors could subject us to additional risk. Violations of laws or regulations by third party vendors could increase our exposure to liability or otherwise increase the costs associated with the operation of our business. Some of our outsourced services are being performed offshore, which could expose us to risks inherent in conducting business outside of the United States, including international economic and political conditions and additional costs associated with complying with foreign laws. If an outsourced relationship is terminated, we may not be able to find a replacement in a timely manner or on acceptable financial terms, and may incur significant costs in connection with the transition to a new vendor.
29
Natural disasters or other catastrophic events could severely damage or interrupt our systems and operations and result in an adverse effect on our business.
Natural disasters or other catastrophic events such as fire, flood, hurricane, earthquake, tornado, power loss, virus, telecommunications failure, break-in or similar event could severely damage or interrupt our systems and operations, result in loss of data, and/or delay or impair our ability to service our customers. We have in place a disaster recovery plan which is intended to provide us with the ability to maintain our operations in the event of a natural disaster. However, there can be no assurance that such adverse effects will not occur in the event of a disaster. Any such disaster or similar event could have a material adverse effect on our financial condition and results of operations.
If we are unable to retain key executives or appropriately manage succession, our business could be adversely affected.
We have experienced high turnover in our senior management team in recent years. Although we have employment arrangements in place with our key executives, these do not guarantee that the services of these executives will continue to be available to us, and we would be adversely affected if we fail to adequately plan for future turnover of our senior management team.
| Item 1B. | Unresolved Staff Comments |
None
| Item 2. | Properties |
Our executive offices are located at 9151 Boulevard 26, North Richland Hills, Texas 76180-5605 comprising in the aggregate approximately 281,000 square feet of office space.
In addition, we lease office space at various locations in 35 states for our Insphere agent field offices comprising in the aggregate approximately 218,000 square feet.
| Item 3. | Legal Proceedings |
See Note 16 of Notes to Consolidated Financial Statements, the terms of which are incorporated by reference herein.
| Item 4. | Mine Safety Disclosures |
Not applicable
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Shares of the Company’s Class A-1 and Class A-2 common stock are not listed for trading on the New York Stock Exchange or any other exchange and are not readily tradable or salable in any public market. As of March 6, 2013, there were approximately 27 holders of record of Class A-1 common stock and 58 holders of record of Class A-2 common stock.
On March 18, 2013, the Company filed a Form 15 with the Securities and Exchange Commission (SEC) to voluntarily deregister its Class A-2 common stock and suspend its reporting obligations with the SEC with respect to its Class A-1 and Class A-2 common stock. This Annual Report on Form 10-K, including the accompanying audited financial statements as of and for the year ended December 31, 2012, and the Company’s Information Statement to be filed in connection with the 2013 Annual Meeting of Stockholders, portions of which will be incorporated herein by reference, will be the Company’s last filings with the SEC. The Form 15 is expected to become effective no later than 90 days after being filed.
30
Set forth below is a summary of the Company’s sale of shares of HealthMarkets, Inc. Class A-1 common stock during 2012, 2011, and 2010:
| 2012 | ||||||||||||
| Shares Issued (shares) |
Consideration Received ($) |
Average Per Share ($) |
||||||||||
| Sale of shares to Executive Officers |
10,433 | 108,503 | 10.40 | |||||||||
| Sale to employee participants in the InVest Stock Ownership Plan |
74,729 | 769,315 | 10.29 | |||||||||
| Issuance of unvested restricted shares to Company Officers |
120,000 | 0 | 0.00 | |||||||||
|
|
|
|
|
|||||||||
| 205,162 | 877,818 | 4.28 | ||||||||||
|
|
|
|
|
|||||||||
| 2011 | ||||||||||||
| Shares Issued (shares) |
Consideration Received ($) |
Average Per Share ($) |
||||||||||
| Sale of shares to Executive Officers |
7,850 | 72,613 | 9.25 | |||||||||
| Sale to employee participants in the InVest Stock Ownership Plan |
89,635 | 840,799 | 9.38 | |||||||||
| Issuance of unvested restricted shares to Company Officers |
0 | 0 | 0.00 | |||||||||
|
|
|
|
|
|||||||||
| 97,485 | 913,412 | 9.37 | ||||||||||
|
|
|
|
|
|||||||||
| 2010 | ||||||||||||
| Shares Issued (shares) |
Consideration Received ($) |
Average Per Share ($) |
||||||||||
| Sale of shares to Executive Officers |
76,140 | 558,868 | 7.34 | |||||||||
| Sale to employee participants in the InVest Stock Ownership Plan |
190,955 | 1,888,782 | 9.89 | |||||||||
| Issuance of unvested restricted shares to Company Officers |
686,547 | 0 | 0.00 | |||||||||
|
|
|
|
|
|||||||||
| 953,642 | 2,447,650 | 2.57 | ||||||||||
|
|
|
|
|
|||||||||
Such sale of securities was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (and/or Regulation D promulgated there under) for transactions by an issuer not involving a public offering. The proceeds of such sale were used for general corporate purposes.
31
Issuer Purchases of Equity Securities
Set forth below is a summary of the Company’s purchases of shares of HealthMarkets, Inc. Class A-1 and A-2 common stock during each of the months in the twelve-month period ended December 31, 2012:
| Issuer Purchase of Equity Securities — Class A-1 | ||||||||||||||||
| Period |
Total Number of Shares Purchased(1) |
Average Price Paid per Share ($) |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number of Shares that may yet be Purchased Under the Plan or Program |
||||||||||||
| 01/1/12-01/31/12 |
0 | 0.00 | 0 | 0 | ||||||||||||
| 02/1/12-02/28/12 |
0 | 0.00 | 0 | 0 | ||||||||||||
| 03/1/12-03/31/12 |
73,516 | 10.40 | 0 | 0 | ||||||||||||
| 04/1/12-04/30/12 |
2,380 | 10.40 | 0 | 0 | ||||||||||||
| 05/1/12-05/31/12 |
20,212 | 10.33 | 0 | 0 | ||||||||||||
| 06/1/12-06/30/12 |
27,288 | 10.33 | 0 | 0 | ||||||||||||
| 07/1/12-07/31/12 |
0 | 0.00 | 0 | 0 | ||||||||||||
| 08/1/12-08/31/12 |
61,262 | 10.29 | 0 | 0 | ||||||||||||
| 09/1/12-09/30/12 |
44,763 | 10.29 | 0 | 0 | ||||||||||||
| 10/1/12-10/31/12 |
6,396 | 10.29 | 0 | 0 | ||||||||||||
| 11/1/12-11/30/12 |
42,898 | 10.15 | 0 | 0 | ||||||||||||
| 12/1/12-12/31/12 |
17,003 | 10.15 | 0 | 0 | ||||||||||||
|
|
|
|||||||||||||||
| Totals |
295,718 | 10.30 | 0 | 0 | ||||||||||||
| (1) | The number of shares purchased other than through a publicly announced plan or program includes 136,425 Class A-1 shares purchased from the ISOP and 159,293 Class A-1 shares purchased from current or former employees of the Company. These shares were reflected as treasury shares on the Company’s Consolidated Balance Sheet at the time of purchase. |
| Issuer Purchase of Equity Securities — Class A-2 | ||||||||||||||||
| Period |
Total Number of Shares Purchased(1) |
Average Price Paid per Share ($) |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number of Shares that may yet be Purchased Under the Plan or Program |
||||||||||||
| 01/1/12-01/31/12 |
1,949 | 9.58 | 0 | 0 | ||||||||||||
| 02/1/12-02/28/12 |
0 | 0.00 | 0 | 0 | ||||||||||||
| 03/1/12-03/31/12 |
197,619 | 10.40 | 0 | 0 | ||||||||||||
| 04/1/12-04/30/12 |
60,119 | 10.40 | 0 | 0 | ||||||||||||
| 05/1/12-05/31/12 |
80,145 | 10.33 | 0 | 0 | ||||||||||||
| 06/1/12-06/30/12 |
124,798 | 10.33 | 0 | 0 | ||||||||||||
| 07/1/12-07/31/12 |
3,200 | 10.33 | 0 | 0 | ||||||||||||
| 08/1/12-08/31/12 |
100,203 | 10.29 | 0 | 0 | ||||||||||||
| 09/1/12-09/30/12 |
53,583 | 10.29 | 0 | 0 | ||||||||||||
| 10/1/12-10/31/12 |
22,868 | 10.29 | 0 | 0 | ||||||||||||
| 11/1/12-11/30/12 |
43,114 | 10.15 | 0 | 0 | ||||||||||||
| 12/1/12-12/31/12 |
40,813 | 10.13 | 0 | 0 | ||||||||||||
|
|
|
|||||||||||||||
| Totals |
728,411 | 10.32 | 0 | 0 | ||||||||||||
| (1) | The number of shares purchased other than through a publicly announced plan or program includes 602,620 Class A-2 shares purchased from ISOP and 125,791 Class A-2 shares purchased from former participants in the ISOP. These shares were reflected as treasury shares on the Company’s Consolidated Balance Sheet at the time of the purchase. |
32
| Item 6. | Selected Financial Data |
The following selected consolidated financial data as of and for each of the five years in the year ended December 31, 2012 has been derived from the audited consolidated financial statements of the Company. The following data should be read in conjunction with the consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein.
| For the Year Ended December 31, | ||||||||||||||||||||
| 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
| (In thousands, except per share amounts and operating ratios) | ||||||||||||||||||||
| Income Statement Data: |
||||||||||||||||||||
| Revenues from continuing operations |
$ | 568,277 | $ | 665,197 | $ | 861,653 | $ | 1,083,397 | $ | 1,424,965 | ||||||||||
| Income (loss) from continuing operations before income taxes |
(6,651 | ) | 23,448 | 95,117 | 34,006 | (85,380 | ) | |||||||||||||
| Income (loss) from continuing operations |
(7,255 | ) | 13,747 | 58,640 | 20,661 | (53,671 | ) | |||||||||||||
| Income from discontinued operations |
321 | 79 | 66 | 162 | 216 | |||||||||||||||
| Net income (loss) |
$ | (6,934 | ) | $ | 13,826 | $ | 58,706 | $ | 20,823 | $ | (53,455 | ) | ||||||||
| Per Share Data: |
||||||||||||||||||||
| Earnings (loss) per share from continuing operations: |
||||||||||||||||||||
| Basic earnings (loss) per share |
$ | (0.24 | ) | $ | 0.46 | $ | 1.97 | $ | 0.70 | $ | (1.78 | ) | ||||||||
| Diluted earnings (loss) per share |
$ | (0.24 | ) | $ | 0.44 | $ | 1.91 | $ | 0.68 | $ | (1.78 | ) | ||||||||
| Earnings per share from discontinued operations: |
||||||||||||||||||||
| Basic earnings per share |
$ | 0.01 | $ | 0.00 | $ | 0.00 | $ | 0.01 | $ | 0.01 | ||||||||||
| Diluted earnings per share |
$ | 0.01 | $ | 0.00 | $ | 0.00 | $ | 0.01 | $ | 0.01 | ||||||||||
| Earnings (loss) per share: |
||||||||||||||||||||
| Basic earnings (loss) per share |
$ | (0.23 | ) | $ | 0.46 | $ | 1.97 | $ | 0.71 | $ | (1.77 | ) | ||||||||
| Diluted earnings (loss) per share |
$ | (0.23 | ) | $ | 0.44 | $ | 1.91 | $ | 0.69 | $ | (1.77 | ) | ||||||||
| Operating Ratios: |
||||||||||||||||||||
| Health Ratios: |
||||||||||||||||||||
| Loss ratio |
70 | % | 66 | % | 50 | % | 60 | % | 65 | % | ||||||||||
| Expense ratio |
16 | 18 | 22 | 34 | 36 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Combined health ratio |
86 | % | 84 | % | 72 | % | 94 | % | 101 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance Sheet Data: |
||||||||||||||||||||
| Total investments, cash and cash equivalents |
$ | 652,140 | $ | 1,071,913 | $ | 1,065,302 | $ | 1,155,247 | $ | 1,127,945 | ||||||||||
| Total assets |
1,258,117 | 1,673,593 | 1,711,790 | 1,850,547 | 1,916,713 | |||||||||||||||
| Total policy liabilities |
590,388 | 629,596 | 704,997 | 856,528 | 973,046 | |||||||||||||||
| Total debt (excluding student loan credit facility) |
190,920 | 553,420 | 553,420 | 481,070 | 481,070 | |||||||||||||||
| Long term leases |
11,208 | 11,431 | 11,912 | 9,678 | 10,428 | |||||||||||||||
| Student loan credit facility |
52,450 | 60,050 | 68,650 | 77,350 | 86,050 | |||||||||||||||
| Stockholders’ equity |
269,927 | 271,791 | 230,019 | 248,581 | 197,925 | |||||||||||||||
| Stockholders’ equity per share |
$ | 8.82 | $ | 8.87 | $ | 7.42 | $ | 8.24 | $ | 6.68 | ||||||||||
| Cash dividends per share |
$ | 0.00 | $ | 0.00 | $ | 3.94 | $ | 0.00 | $ | 0.00 | ||||||||||
Loss ratio. The loss ratio is defined as benefits, claims and settlement expenses as a percentage of earned premiums.
Expense ratio. The expense ratio is defined as underwriting, acquisition and insurance expenses as a percentage of earned premiums.
33
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with HealthMarkets’ consolidated financial statements and the related notes included elsewhere in this Form 10-K. This discussion contains certain statements which may be considered forward-looking. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those set forth in the section entitled “Risk Factors” and elsewhere in this Form 10-K.
Additionally, the Company may also disclose financial information on a non-GAAP basis when management uses this information and believes this information will be valuable to investors in measuring the quality of our financial performance, identifying trends in our results and providing more meaningful period-to-period comparisons.
Business Summary
HealthMarkets, Inc., a Delaware corporation incorporated in 1984, is a holding company, the principal asset of which is its investment in its wholly owned subsidiary, HealthMarkets, LLC. HealthMarkets, LLC’s principal assets are its investments in its separate operating subsidiaries, including its regulated insurance subsidiaries. HealthMarkets conducts its insurance underwriting businesses through its indirect wholly owned insurance company subsidiaries, The MEGA Life and Health Insurance Company (“MEGA”), Mid-West National Life Insurance Company of Tennessee (“Mid-West”), The Chesapeake Life Insurance Company (“Chesapeake”) and HealthMarkets Insurance Company (“HMIC”), and conducts its insurance distribution business through its indirect insurance agency subsidiary, Insphere Insurance Solutions, Inc. (“Insphere”).
Through our insurance subsidiaries, we issue primarily health and life insurance and supplemental products covering individuals, families, the self-employed and small businesses. In 2012, our HealthMarkets Insurance Company subsidiary began marketing stand-alone Medicare prescription drug plans under the Medicare Part D program to the senior market, with coverage effective for January 1, 2013. Insphere serves as an authorized insurance agency in 50 states and the District of Columbia, specializing in the distribution to the small business and middle-income market. Insphere distributes life, health and Medicare insurance through a portfolio of products from nationally recognized insurance carriers. Insphere distributes products underwritten by the Company’s insurance subsidiaries, as well as non-affiliated insurance companies.
The Company is generally focused on business opportunities that allow us to maximize the value of the Insphere independent agent sales force, with particular focus on the sale of supplemental products underwritten by the Company’s insurance subsidiaries and third-party health insurance products underwritten by non-affiliated insurance companies. In 2010, we discontinued the sale of the Company’s traditional “scheduled benefit” health insurance products and discontinued marketing all health benefit plans underwritten by our insurance subsidiaries in all but a limited number of states. We believe that this shift better positions the Company for the future, particularly in light of changes resulting from the enactment of the Patient Protection and Affordable Care Act and a reconciliation measure, the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Care Reform Legislation”). The Company continues to maintain a significant in-force block of health benefits plans and evaluates on an ongoing basis the impact of Health Care Reform Legislation on this block.
The Company operates four business segments: the Commercial Health Division, Insphere, Corporate and Disposed Operations. Through our Commercial Health Division, we underwrite and administer a broad range of health and life insurance and supplemental products. Insphere includes net commission revenue, agent incentives, marketing costs and other administrative expenses. Corporate includes investment income not allocated to the other segments, realized gains or losses, interest expense on corporate debt, the Company’s student loan business, general expenses relating to corporate operations and operations that do not constitute reportable operating segments. Disposed Operations includes the remaining run out of residual operations from the disposition of other businesses prior to 2010. (See Note 19 of Notes to Consolidated Financial Statements for financial information regarding our segments.)
34
Results of Operations
The table below sets forth certain summary information about our consolidated operating results for each of the three most recent fiscal years:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Revenue: |
||||||||||||
| Health premiums |
$ | 457,216 | $ | 543,092 | $ | 735,538 | ||||||
| Life premiums and other considerations |
1,525 | 1,565 | 1,913 | |||||||||
|
|
|
|
|
|
|
|||||||
| 458,741 | 544,657 | 737,451 | ||||||||||
| Investment income |
23,852 | 28,028 | 42,246 | |||||||||
| Commissions and other income |
85,883 | 83,570 | 76,906 | |||||||||
| Net impaired losses recognized in earnings |
0 | 0 | (765 | ) | ||||||||
| Realized gains (losses), net |
(199 | ) | 8,942 | 5,815 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total revenues |
568,277 | 665,197 | 861,653 | |||||||||
| Benefits and Expenses: |
||||||||||||
| Benefits, claims, and settlement expenses |
322,635 | 359,424 | 366,644 | |||||||||
| Underwriting, acquisition and insurance expenses |
70,982 | 96,703 | 160,740 | |||||||||
| Other expenses |
168,673 | 163,540 | 209,070 | |||||||||
| Interest expense |
12,638 | 22,082 | 30,082 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total benefits and expenses |
574,928 | 641,749 | 766,536 | |||||||||
|
|
|
|
|
|
|
|||||||
| Income (loss) from continuing operations before income taxes |
(6,651 | ) | 23,448 | 95,117 | ||||||||
| Federal income tax expense |
604 | 9,701 | 36,477 | |||||||||
|
|
|
|
|
|
|
|||||||
| Income (loss) from continuing operations |
(7,255 | ) | 13,747 | 58,640 | ||||||||
| Income from discontinued operations (net of income tax) |
321 | 79 | 66 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) |
$ | (6,934 | ) | $ | 13,826 | $ | 58,706 | |||||
|
|
|
|
|
|
|
|||||||
Revenue
The majority of our 2012 revenue was earned on health premiums derived from our inforce block of indemnity and preferred provider organization (“PPO”) policies as well as supplemental products premiums. Premiums on health insurance and supplemental products are recognized as earned over the period of coverage on a pro rata basis. We also earned revenue on premiums from traditional life insurance policies, which are recognized as revenue when due.
The decrease in premium reflects the change in the Company’s strategic focus related to underwriting health insurance products. In connection with the launch of Insphere, the Company currently markets its health insurance products in only a limited number of states.
Effective in 2011, if the medical loss ratios of our fully insured health products (calculated in accordance with the Health Care Reform Legislation and implementing regulations) fall below certain targets, our insurance subsidiaries will be required to rebate ratable portions of their premiums annually. Rebate payments for 2012 are to be paid by August 1, 2013. As a result, the decrease in earned premium also reflects the recording of an accrual for the estimated medical loss ratio rebate. At December 31, 2012 and 2011, the Company accrued $8.6 million and $26.9 million, respectively, for the medical loss ratio rebate.
Investment income includes investment income derived from our investment portfolio and interest received on student loans.
Commission and other income consist primarily of commission and bonus revenue generated from the sale of third-party insurance products, association memberships and ancillary services.
35
Benefits, Claims and Settlement Expenses
Benefits expense consists primarily of payments to physicians, hospitals and other healthcare providers under health policies, and includes an estimated amount for incurred but not reported and unpaid claims. The decrease in benefits expense primarily reflects the decline in the number of policies in-force based on the change in the Company’s strategic focus related to underwriting health insurance products.
Underwriting, Acquisition and Insurance Expenses
Underwriting, acquisition and insurance expenses consist of marketing and direct expenses incurred across all insurance lines in connection with issuance, maintenance and administration of in-force insurance policies, including amortization of deferred policy acquisition costs, commissions paid to agents, administrative expenses and premium taxes. Benefits and underwriting, acquisition and insurance expenses have continued to decrease in tandem with the decrease in premiums. Prior to 2010, the Company initiated certain general and administrative cost reduction programs. These cost reduction efforts are still ongoing. Beginning in 2010, the Company’s focus has been on selling third-party products rather than the health benefit plans underwritten by its insurance companies. As a result, the majority of our marketing costs have been incurred by Insphere. These marketing costs incurred by Insphere are recorded on the Company’s consolidated statements of operations in “Other Expenses.”
Other Expenses
Other expenses consists of costs incurred with our Insphere operations, general expenses relating to corporate operations and direct expenses incurred in connection with the sale of association memberships. Insphere expenses include agent compensation, other agent incentives, employee compensation, lead costs, costs associated with our field offices and other expenses related to the continuing development of Insphere. Other expenses also include expenses incurred with the Company-matching feature of the HealthMarkets, Inc. InVest Stock Ownership Plan.
Business Segments
The following is a comparative discussion of results of operations for our business segments and divisions. Allocations of investment income and certain general expenses are based on a number of assumptions and estimates, and the reported operating results for our business segments would change if different allocation methods were applied. Certain assets are not individually identifiable by segment and, accordingly, have been allocated by formulas. Segment revenues include premiums and other policy charges and considerations, net investment income, commission revenue, fees and other income. Management does not allocate income taxes to segments. Transactions between reportable segments are accounted for under respective agreements, which provide for such transactions generally at cost.
Revenue from continuing operations and income (loss) from continuing operations before federal income taxes (“Operating income”) for each of our business segments and divisions were as follows:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Revenue from continuing operations: |
||||||||||||
| Commercial Health Division |
$ | 490,735 | $ | 585,269 | $ | 798,666 | ||||||
| Insphere |
91,360 | 73,723 | 46,170 | |||||||||
| Corporate |
14,177 | 24,009 | 24,737 | |||||||||
| Intersegment Eliminations |
(28,153 | ) | (19,397 | ) | (10,327 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Total revenues excluding disposed operations |
568,119 | 663,604 | 859,246 | |||||||||
| Disposed Operations |
158 | 1,593 | 2,407 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total revenue from continuing operations |
$ | 568,277 | $ | 665,197 | $ | 861,653 | ||||||
|
|
|
|
|
|
|
|||||||
36
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Income (loss) from continuing operations before federal income taxes: |
||||||||||||
| Commercial Health Division |
$ | 67,202 | $ | 106,666 | $ | 249,861 | ||||||
| Insphere |
(43,957 | ) | (53,694 | ) | (81,335 | ) | ||||||
| Corporate |
(30,708 | ) | (31,251 | ) | (76,432 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Total operating income (loss) excluding disposed operations |
(7,463 | ) | 21,721 | 92,094 | ||||||||
| Disposed Operations |
812 | 1,727 | 3,023 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total income (loss) from continuing operations before federal income taxes |
$ | (6,651 | ) | $ | 23,448 | $ | 95,117 | |||||
|
|
|
|
|
|
|
|||||||
Assets by operating segment at December 31, 2012, 2011, and 2010 are set forth in the table below:
| December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Assets: |
||||||||||||
| Commercial Health Division |
$ | 361,320 | $ | 400,908 | $ | 482,227 | ||||||
| Insphere |
50,849 | 62,194 | 77,139 | |||||||||
| Corporate |
463,880 | 830,253 | 769,105 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total assets excluding assets of Disposed Operations |
876,049 | 1,293,355 | 1,328,471 | |||||||||
| Disposed Operations |
382,068 | 380,238 | 383,319 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total assets |
$ | 1,258,117 | $ | 1,673,593 | $ | 1,711,790 | ||||||
|
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|
|
|
|
|
|||||||
Disposed Operations assets at December 31, 2012, 2011, and 2010 primarily represent reinsurance recoverable of $363.8 million, $356.8 million and $356.7 million, respectively, associated with the Company’s former Life Insurance Division.
Commercial Health Division
Through our Commercial Health Division, we underwrite and administer a broad range of health and life and supplemental products for individuals, families, the self-employed and small businesses. Our health insurance products are designed to accommodate individual needs and include basic hospital-medical expense plans, plans with preferred provider organization features, catastrophic hospital expense plans, as well as other supplemental types of coverage. Our supplemental products are designed to further protect against risks to which our customer is typically exposed and are sold on a stand-alone basis as well as in connection with the sale of other insurance products. The supplemental products include dental, vision, disability, critical illness, accident, and hospital indemnity/specified disease products.
37
Set forth below is certain summary financial and operating data for the Commercial Health Division for each of the three most recent fiscal years:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Revenues: |
||||||||||||
| Earned premium revenue |
$ | 458,713 | $ | 544,661 | $ | 736,809 | ||||||
| Investment income |
11,015 | 13,999 | 21,579 | |||||||||
| Commission and other income |
21,007 | 26,609 | 40,278 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total revenues |
490,735 | 585,269 | 798,666 | |||||||||
| Expenses: |
||||||||||||
| Benefits, claims and settlement expenses |
323,530 | 360,087 | 369,764 | |||||||||
| Underwriting, acquisition and insurance expenses |
95,179 | 111,009 | 164,834 | |||||||||
| Other expenses |
4,824 | 7,507 | 14,207 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total expenses |
423,533 | 478,603 | 548,805 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating income |
$ | 67,202 | $ | 106,666 | $ | 249,861 | ||||||
|
|
|
|
|
|
|
|||||||
| Other operating data: |
||||||||||||
| Loss ratio |
70.5% | 66.1% | 50.2% | |||||||||
| Expense ratio |
20.7% | 20.4% | 22.4% | |||||||||
|
|
|
|
|
|
|
|||||||
| Combined health ratio |
91.2% | 86.5% | 72.6% | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating margin |
14.7% | 19.6% | 33.9% | |||||||||
Loss Ratio. The loss ratio is defined as benefits expense as a percentage of earned premium revenue.
Expense Ratio. The expense ratio is defined as underwriting, acquisition and insurance expenses as a percentage of earned premium revenue.
Operating Margin. Operating margin is defined as operating income as a percentage of earned premium revenue.
Year Ended December 31, 2012 versus December 31, 2011
The Commercial Health Division reported a 16% decrease in earned premium revenue for the year ended December 31, 2012 compared to the prior year due to an 18% decrease in policies in-force. This decrease is primarily the result of the Company’s emphasis on the distribution of health insurance products underwritten by non-affiliated carriers. Partially offsetting the decrease in health insurance premium is the increase in supplemental products premiums of $21.6 million. Supplemental product premiums increased to $64.1 million for the year ended December 31, 2012 from $42.5 million for the same period in 2011. Premium also reflects the accrual for the medical loss ratio rebate of $8.6 million and $26.9 million in 2012 and 2011, respectively.
The Commercial Health Division also experienced an increase in the loss ratio for the year ended December 31, 2012 compared to the same period in the prior year. The increase is primarily the result of the minimum loss ratio (“MLR”) requirements as enacted by Health Care Reform Legislation. Other factors increasing the loss ratio are the escalating cost of medical services and increased utilization as a result of the new preventive insurance benefits required by Health Care Reform Legislation. Prior to Health Care Reform Legislation, the Company could mitigate the effect of these factors through premium rate increases, which increased the loss ratio over time. As a result of the new MLR requirements and corresponding regulatory pressure, it is more difficult to obtain premium rate increases, which prevents us from maintaining our loss ratios at their former levels.
38
The decrease in underwriting, acquisition and insurance expense reflects the variable nature of commission expenses and premium taxes included in these amounts which generally vary in proportion to earned premium revenue. Additionally, the Company continues to address other cost saving measures to reduce fixed costs associated with this segment.
Other income and other expenses continued to decrease in 2012 compared to the prior year. Other income largely consists of fee and other income received for sales of association memberships prior to the formation of Insphere, for which other expenses are incurred for bonuses and other compensation provided to the agents. The majority of these association memberships were sold along with health policies and as premium continues to decrease we expect the revenue and expense generated from these association memberships to also decrease.
Year Ended December 31, 2011 versus December 31, 2010
The Commercial Health Division reported earned premium revenue of $544.7 million in 2011 compared to $736.8 million in 2010, a decrease of $192.1 million or 26.1%, which is primarily due to a decrease in policies in force. Total policies in force decreased by 22% during 2011 as compared to 2010. The decrease in policies in-force is primarily due to the Company’s decision to discontinue the marketing of its health benefit plans in all but a limited number of states. The Company continues to offer its supplemental products underwritten by Chesapeake and is focused on growing this line of business. However, the premium generated by the supplemental business has not been enough to offset the decline in premium associated with the Company’s health benefit plans. The decrease in premium in 2011 also reflects the accrual of $26.9 million for the medical loss ratio rebate.
The Commercial Health Division reported operating income of $106.7 million in 2011 compared to operating income of $249.9 million in 2010, a decrease of $143.2 million or 57.3%. The decrease in operating income during the current year period is generally attributable to an increase in the loss ratio as discussed more fully below, partially offset by a reduction in underwriting acquisition and insurance expenses.
During 2011 and 2010, the Company updated its loss reserve analysis to reflect more recent patterns of paid claims. The impact on the operating margin as a result of the update of its loss reserve analysis was larger in 2010 than in 2011. The 2010 favorable impact was $40.8 million compared to the favorable impact of $7.8 million for 2011. Additionally, the 2010 claim development also reflects the Company’s refinement of a previously estimated claim liability, established in the fourth quarter of 2009, arising from a review of claim processing for state mandated benefits. As a result of this refinement, during 2010, the Company recognized a decrease in claim liabilities of $19.6 million.
Underwriting, acquisition and insurance expense decreased by $53.8 million, or 32.7% to $111.0 million in 2011 from $164.8 million in 2010. This decrease reflects the variable nature of commission expenses and premium taxes included in these amounts which generally vary in proportion to earned premium revenue. Additionally, the Company continues to decrease its administrative costs, which are being reflected as a decrease in the expense ratio. Other factors contributing to the decrease in underwriting, acquisition and insurance expenses include a decrease in the overall effective commission rate as a result of the decrease in new business. Generally, first year commission rates paid to agents are higher than renewal year commission rates. Additionally, with the formation of Insphere and the sale of third-party health insurance products, the Commercial Health Division has significantly decreased the amount of marketing and acquisition costs.
Commission and other income and Other expenses both decreased in the current period compared to the prior year period. Commission and other income largely consists of fee and other income received for sales of association memberships prior to the formation of Insphere, for which Other expenses are incurred for bonuses and other compensation provided to the agents. Association memberships are generally sold with a health insurance policy and as the number of health insurance policies decrease, the income and expense will generally decrease.
39
Insphere
During the second quarter of 2009, we formed Insphere, an authorized insurance agency in 50 states and the District of Columbia specializing in small business and middle-income market life, health, long-term care and retirement insurance. Insphere distributes products underwritten by our insurance subsidiaries, as well as non-affiliated insurance companies.
Set forth below is certain summary financial and operating data for Insphere for the twelve months ended December 31, for each of the three most recent years:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Revenue: |
||||||||||||
| Commission revenue from non-affiliates |
$ | 52,803 | $ | 44,293 | $ | 35,136 | ||||||
| Commission revenue from affiliates |
24,743 | 15,154 | 4,917 | |||||||||
| Commission revenue from association memberships |
11,442 | 12,112 | 4,498 | |||||||||
| Investment income |
1,164 | 1,024 | 442 | |||||||||
| Other income |
1,208 | 1,140 | 1,177 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total revenue |
91,360 | 73,723 | 46,170 | |||||||||
| Expenses: |
||||||||||||
| Commission expenses |
47,222 | 39,127 | 22,410 | |||||||||
| Agent incentives and leads |
27,454 | 27,513 | 37,322 | |||||||||
| Other expenses |
60,641 | 60,777 | 67,773 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total expenses |
135,317 | 127,417 | 127,505 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating loss |
$ | (43,957 | ) | $ | (53,694 | ) | $ | (81,335 | ) | |||
|
|
|
|
|
|
|
|||||||
Insphere generates revenue primarily from base commissions and override commissions received from insurance carriers whose policies are purchased through Insphere’s independent agents. The commissions are typically based on a percentage of the premiums paid by the insured to the carrier. In some instances, Insphere also receives bonus payments for achieving certain sales volume thresholds. Insphere typically receives commission payments on a monthly basis for as long as a policy remains active. As a result, much of our revenue for a given financial reporting period relates to policies sold prior to the beginning of the period and is recurring in nature. Commission rates are dependent on a number of factors, including the type of insurance product and the particular insurance company underwriting the policy.
The Company continues to evaluate new distribution opportunities and continues efforts to expand its portfolio and the size of its field force by developing additional marketing arrangements. We believe the implementation of these new opportunities, along with the current cost reduction program, will help mitigate future operating losses.
Year Ended December 31, 2012 versus December 31, 2011
For the years ended December 31, 2012 and 2011, the Company earned commission revenue of approximately $88.9 million and $71.6 million, respectively. Approximately 83% and 91% of commission revenue from non-affiliates was generated from four carriers during 2012 and 2011, respectively. Insphere continues to report an increase in commission revenue over the prior year. The increase in commission from non-affiliates is primarily due to the increased sales of Medicare products as well as an increase in commission on renewal premiums from policies sold prior to 2012.
The 63% increase in commission revenue from affiliates is the result of the continued emphasis placed on selling the Company’s supplemental products underwritten by our insurance subsidiary, Chesapeake.
40
Additionally, these products carry a higher commission rate as a percentage of premium compared to health insurance products.
Commission expense includes commissions and overrides paid to our independent agents. Commission expense continues to increase in total consistent with the increase in commission revenue. Commission expense as a percentage of commission revenue decreased slightly by 160 basis points during 2012 compared to the prior year. The decrease is primarily due to the greater mix of renewal business with higher margins for the Company partially offset by the increase in supplemental commission revenue which has lower first year margins.
Agent incentives primarily include production and agent recruiting bonuses paid to our independent agents as well as lead generation costs incurred to facilitate the production of commission revenue. Agent incentives generally increase in tandem with commission revenue; however during 2012, the Company reduced the cost incurred on certain agent events and as a result the agent incentives expense was comparable to the prior year.
Other expenses associated with Insphere are related to home office employee compensation, costs associated with our field offices, depreciation and amortization, and other administrative expenses. The Company reduced certain administrative costs compared to the prior year, but overall this category remained flat primarily as a result of the incremental increase in administrative expenses associated with the purchase and ongoing activities of the insurance agency call center discussed below.
In July 2012, the Company’s Insphere subsidiary closed an asset purchase agreement with Repp Gartner Financial, Inc. (“Repp Gartner”) — a San Diego, California based insurance agency call center — pursuant to which Insphere acquired certain assets of Repp Gartner. This transaction enables Insphere to add a call center distribution channel to its business. The initial purchase price for the purchased assets was approximately $6.1 million, with additional earn-out payments possible based on the achievement of commission revenue targets attributable to such new call center distribution channel. In addition to the purchase price, Insphere recorded a liability for unearned revenue in the amount of $1.0 million and intangible assets in the amount of $6.2 million and goodwill of $819,000. The intangible assets may increase in the future as the Company refines its estimate for the acquisition date fair value of the contingent consideration of the additional earn-out payments discussed above. The Company anticipates completing this in the first quarter ending March 31, 2013.
Year Ended December 31, 2011 versus December 31, 2010
For the years ended December 31, 2011 and 2010, the Company earned commission revenue of approximately $71.6 and $44.6 million, respectively. For 2011 and 2010, respectively, approximately 91% and 93% of commission revenue from non-affiliates was generated from four carriers.
Insphere did not begin writing business until the fourth quarter of 2009 and as a result the revenue for the 2011 is significantly greater than the comparable period in 2010. Partially offsetting Insphere’s revenue growth from sales in 2011 is the impact of certain elements of Health Care Reform. Beginning in 2011, in response to Health Care Reform, both the Company’s insurance subsidiaries and certain third-party carriers decreased the level of commissions paid to Insphere. Commission revenue for 2010 also reflects certain one-time payments from third-party carriers for achieving certain production thresholds and consideration for contract renegotiation fees. The results for 2011 do not reflect similar amounts of these one-time payments.
Commission expense includes commissions and overrides paid to our independent agents. Commissions are generally based on a percentage of the premiums paid by the insured to the carrier. The increase in commission expense from $22.4 million incurred during the twelve months ended December 31, 2010 to $39.1 million incurred during the twelve months ended December 31, 2011, primarily trends with commission revenue. However, beginning in the third quarter of 2010, Insphere increased its commission rates paid to its agents to incorporate some of the costs previously included in Agent incentives.
41
Agent incentives primarily include production and agent recruiting bonuses paid to our independent agents as well as lead generation costs incurred to facilitate the production of commission revenue. The decrease in Agent incentives as a percentage of Commission revenue from the prior year reflects the adjustment to commission rates to incorporate some of these costs as discussed above. In addition, beginning in the last half of 2010, the agents started sharing some of the costs of purchasing customer leads which reduced some of the lead generation costs for the Company.
Other expenses associated with Insphere are related to employee compensation, costs associated with our field offices, depreciation and amortization, and other administrative expenses. Other expenses also reflect the significant amount of development to build-out technology to support multiple carriers and enhance the Insphere distribution channel by equipping our agents with efficient technology to cross-sell products. Other expenses have decreased from prior year as a result of both cost cutting initiatives and a reduction in costs associated with the development of Insphere.
During the second and third quarters of 2010 the Company made the decision to wind down its broker-dealer operations, Insphere Securities, Inc., and to consolidate some of its agent sales offices, as a result of which it closed various leased facilities. During 2010, Insphere recorded lease impairment charges in the amount of $1.3 million and other wind down costs of $1.7 million. The wind-down charges incurred by Insphere Securities, Inc. related to employee termination costs, write-down of fixed assets and intangible assets and operations termination costs. These charges are reflected in “Other expenses” in the table above.
Corporate
Corporate includes investment income not otherwise allocated to the other segments, realized gains and losses on sales, interest expense on corporate debt, the Company’s Student Loan business, general expense relating to corporate operations and operations that do not constitute reportable operating segments. Corporate continues to report operating losses primarily as a result of the decreased earnings on its investment portfolio not exceeding the debt service costs and other general corporate expenses.
Set forth below is a summary of the components of operating income (loss) at Corporate for each of the three most recent fiscal years:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Operating income (loss): |
||||||||||||
| Investment income |
$8,940 | $9,317 | $15,358 | |||||||||
| Net investment gains and (losses) recognized in earnings |
(163) | 8,942 | 5,050 | |||||||||
| Interest expense on corporate debt |
(12,623) | (22,080) | (30,081) | |||||||||
| Student loan operations |
(252) | (174) | (324) | |||||||||
| Variable stock-based compensation (expense) benefit |
(606) | (619) | 1,682 | |||||||||
| General corporate expenses and other |
(26,004) | (26,637) | (68,117) | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating loss |
$(30,708) | $(31,251) | $(76,432) | |||||||||
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2012 versus December 31, 2011
The changes for the period are primarily due to the following items related to our investments and debt:
| • | The $377,000 decrease in investment income for the year ended December 31, 2012 compared to the prior year is due to the sale of invested assets (primarily short-term investments) throughout 2011 to generate cash for paying the Company’s term loan in full in February 2012. As a result, our average amount of investment income generating assets was lower in 2012 compared to 2011. |
42
| • | During 2011, the Company sold various fixed maturities to increase liquidity to repay the Company’s term loan due in the first quarter of 2012. As a result of the sales the Company realized significant gains on many of the investments sold in 2011. |
| • | Interest expense on corporate debt decreased as a result of the repayment of the Company’s term loan in February 2012. Additionally, the Company had an interest rate swap agreement that expired on April 11, 2011 which caused the Company to pay a fixed rate higher than the current variable rate incurred on the debt during the first quarter of 2011. |
| • | General corporate expenses remained comparable in 2012 as compared to 2011. |
Year Ended December 31, 2011 versus December 31, 2010
Corporate continues to report operating losses primarily as a result of the decreased earnings on its investment portfolio, which earnings do not exceed the debt service costs and other general corporate expenses. The changes for the period are primarily due to the following items:
| • | Investment income decreased by $6.0 million due to a decrease in the amount of assets invested in higher yielding fixed maturities. As fixed maturities in the bond portfolio are sold or mature, the Company reinvested these in short-term investments in preparation to repay its $362.5 million term loan. |
| • | Realized gains, net increased by $3.1 million over prior year. The increase in realized gains during 2011 is the result of the sale of various fixed maturities to increase liquidity to repay the Company’s term loan which matured in 2012. The Company repaid this debt in full on February 29, 2012. |
| • | Net investment impairment losses recognized in earnings decreased by $765,000 as we recognized no impairment losses on other-than-temporary impairments in 2011 as compared to one impairment loss recorded in 2010 on one security. The impairment charges in 2010 resulted from other than temporary reductions in the fair value of these investments compared to our cost basis (see Note 4 of Notes to Consolidated Financial Statements for additional information). |
| • | Interest expense on corporate debt decreased by $8.0 million in 2011 compared to 2010, primarily due to the lower interest rate environment experienced in 2011 and the maturity of the remaining interest rate swap in April 2011. |
| • | For the benefit of our independent agents and certain designated employees, we maintain a stock-based compensation plan – the HealthMarkets, Inc. InVest Stock Ownership Plan (the “ISOP”). In connection with this plan, we record a non-cash variable stock-based compensation benefit or expense based on the performance of the fair value of our common stock. Variable stock-based compensation expense increased by $2.3 million primarily as a result of the increase in share price during 2011. |
| • | General corporate expenses and other decreased by $41.5 million from the prior year. The 2010 results include approximately $37.4 million of additional salary expense and stock compensation compared to the 2011. These charges are primarily related to reductions in the Company’s work force and the previously announced changes to the Company’s executive management team during 2010. |
Disposed Operations
Disposed Operations primarily includes the remaining run out of residual operations from dispositions of businesses prior to 2010. During the years ended December 31, 2012, 2011 and 2010, the operating income from Disposed Operations was $812,000, $1.7 million and $3.0 million, respectively.
Liquidity and Capital Resources
We regularly monitor our liquidity position, including cash levels, principal investment commitments, interest and principal payments on debt, capital expenditures and compliance with regulatory requirements. We maintain liquidity at two levels: our insurance subsidiaries and our holding company.
43
Our regulated domestic insurance subsidiaries generate significant cash flows from operations. Liquidity requirements at the insurance subsidiaries generally consist of claim and benefit payments to policyholders and operating expenses, primarily for employee compensation and benefits. The Company meets such requirements by maintaining appropriate levels of cash, cash equivalents and short-term investments, using cash flows from operating activities and selling investments. After considering expected cash flows from operating activities, we generally invest cash at our regulated subsidiaries that exceeds our expected short-term obligations in longer term, investment-grade, marketable debt securities to improve our overall investment return. These investments are made after consideration of return objectives, regulatory limitations, tax implications and risk tolerances. Cash in excess of the capital needs of our domestic regulated insurance entities is paid to their non-regulated parent company, typically in the form of dividends, when and as permitted by applicable regulations.
The holding company generates cash flows primarily through dividends from its subsidiaries. Cash flows generated from dividends and through the issuance of long-term debt, further strengthen our operating and financial flexibility. Liquidity requirements at the holding company level generally consist of servicing debt, funding the start up costs of Insphere, reinvestments in our businesses through the expansion of our products and services and the repurchase of shares of our common stock.
Consolidated Cash Flows
Historically, our primary source of cash on a consolidated basis has been premium revenue from policies issued. The primary uses of cash on a consolidated basis have been for the payment for policy benefits, claims and commissions under those policies, as well as operating expenses, primarily employee compensation and benefits.
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Cash Provided By (Used In): |
||||||||||||
| Operating activities: |
||||||||||||
| Net income (loss) |
$ | (6,934 | ) | $ | 13,826 | $ | 58,706 | |||||
| Non-cash charges |
41,169 | 33,932 | 67,688 | |||||||||
| Other operating activities |
(75,278 | ) | (25,448 | ) | (159,877 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by (used in) operating activities |
(41,043 | ) | 22,310 | (33,483 | ) | |||||||
| Investing activities |
418,956 | (539 | ) | 171,220 | ||||||||
| Financing activities |
(379,763 | ) | (17,346 | ) | (142,269 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net change in cash and cash equivalents |
(1,850 | ) | 4,425 | (4,532 | ) | |||||||
| Cash and cash equivalents at beginning of period |
17,299 | 12,874 | 17,406 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents at end of period |
$ | 15,449 | $ | 17,299 | $ | 12,874 | ||||||
|
|
|
|
|
|
|
|||||||
Operating Activities
Cash flows provided by/used in operating activities are principally net income/loss, net of depreciation and amortization and other non-cash expenses. In 2012, the Company’s operating activities used cash flows primarily as a result of a net loss, the declining block of health insurance business, and establishing a current tax recoverable. Additionally, the increase in “Other operating activities” in 2012 primarily reflects the payment of $26.0 million of the 2011 MLR rebates. In 2011, we generated cash flows from earnings as well as the recognition of some sales production bonuses earned in 2010 and received in 2011. For 2010, the Company’s operating activities used cash flows primarily as a result of the declining block of health insurance business in addition to the costs incurred with the development of Insphere.
Investing Activities
Cash flows from investing activities primarily consist of net investment purchases or sales and net purchases of property and equipment, including capitalized software. Investing activities for 2012 consisted primarily of the
44
redemption of short-term securities for the purposes of paying off the Company’s term loan of $362.5 million. Investing activities for 2010 includes the redemption of invested assets used to pay a dividend in the amount of $118.5 million to shareholders during the year.
Financing Activities
Cash flows used in financing activities primarily consist of repayment of long term debt, repurchases of treasury stock, repayment of the student loan credit facility and dividends to shareholders. In 2012, cash flows provided by investing activities consist primarily of proceeds from the sale and maturity of invested assets for use in the repayment of the Company’s term loan of $362.5 million. Cash flows provided by financing activities also consist of proceeds from shares issued to the ISOP. In 2010, cash flows used in financing activities were primarily related to dividend payments to shareholders of $118.5 million.
Holding Company
HealthMarkets, Inc. is a holding company, the principal asset of which is its investment in its wholly owned subsidiary, HealthMarkets, LLC (collectively referred to as the “holding company”). The holding company’s ability to fund its cash requirements is largely dependent upon its ability to access cash, by means of dividends or other means, from HealthMarkets, LLC. HealthMarkets, LLC’s principal assets are its investments in its separate operating subsidiaries, including its regulated domestic insurance subsidiaries.
Set forth in the table below is the aggregate cash and cash equivalents and short-term investments held at HealthMarkets, Inc. and HealthMarkets, LLC:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Cash, cash equivalents and short-term investments at: |
||||||||||||
| HealthMarkets, Inc. |
$ | 73,302 | $ | 74,244 | $ | 67,171 | ||||||
| HealthMarkets, LLC. |
42,255 | 376,061 | 101,235 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 115,557 | $ | 450,305 | $ | 168,406 | ||||||
|
|
|
|
|
|
|
|||||||
Set forth below is a summary statement of aggregate cash flows for HealthMarkets, Inc. and HealthMarkets, LLC for each of the three most recent years:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Cash and cash equivalents and short-term investments on hand at beginning of year |
$ | 450,305 | $ | 168,406 | $ | 242,165 | ||||||
| Sources of cash: |
||||||||||||
| Dividends from domestic insurance subsidiaries |
59,500 | 308,500 | 96,900 | |||||||||
| Dividends from non-insurance and offshore insurance subsidiaries |
7,500 | 13,750 | 31,600 | |||||||||
| Proceeds from other financing activities |
4,849 | 4,227 | 6,998 | |||||||||
| Net tax treaty payments from subsidiaries |
21,433 | 29,009 | 50,292 | |||||||||
| Net investment activities |
0 | 0 | 18,966 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total sources of cash |
93,282 | 355,486 | 204,756 | |||||||||
|
|
|
|
|
|
|
|||||||
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| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Uses of cash: |
||||||||||||
| Cash to operations |
$ | (20,292 | ) | $ | (20,147 | ) | $ | (39,890 | ) | |||
| Contributions/investment in subsidiaries |
(5,000 | ) | 0 | 0 | ||||||||
| Interest on debt |
(6,463 | ) | (12,472 | ) | (18,756 | ) | ||||||
| Repayment of debt |
(362,500 | ) | 0 | 0 | ||||||||
| Financing activities |
(23,212 | ) | (30,363 | ) | (91,697 | ) | ||||||
| Dividends paid to shareholders |
0 | 0 | (118,454 | ) | ||||||||
| Purchases of HealthMarkets common stock |
(10,563 | ) | (10,605 | ) | (9,718 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Total uses of cash |
(428,030 | ) | (73,587 | ) | (278,515 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents on hand at end of year |
$ | 115,557 | $ | 450,305 | $ | 168,406 | ||||||
|
|
|
|
|
|
|
|||||||
Sources of Cash and Liquidity
| • | During 2012, 2011 and 2010, the holding company received an aggregate of $67.0 million, $322.3 million, and $128.5 million, respectively, in cash dividends from its subsidiaries. The amount in 2011 includes an extraordinary dividend in the amount of $159.4 million paid from the Company’s MEGA insurance subsidiary. |
| • | In 2012, 2011 and 2010, the holding company received $4.9 million, $4.2 million, and $7.0 million, respectively, in proceeds from other financing activities largely consisting of proceeds to acquire shares in the ISOP. |
Uses of Cash and Liquidity
| • | During 2012, 2011 and 2010, the holding company paid $10.6 million, $10.6 million and $9.7 million, respectively, to repurchase shares of its common stock from former officers and former and current participants of the ISOP. |
| • | In 2012 the Company paid in full the remaining principal on the term loan in an amount of $362.5 million. |
| • | In 2012, 2011 and 2010, the holding company paid $6.5 million, $12.5 million and $18.8 million, respectively in interest on outstanding debt. |
| • | During 2012, 2011 and 2010, the holding company used $23.2 million, $30.4 million and $91.7 million, respectively, in financing activities, primarily all of which was used to fund Insphere operations. |
| • | During 2012, the holding company made a $5.0 million capital contribution to its HealthMarkets Insurance Company subsidiary. |
| • | During 2010, the holding company paid a special cash dividend of $118.5 million. |
2010 Dividend to Shareholders
Effective February 25, 2010, the Board of Directors of HealthMarkets, Inc. declared a special dividend in the amount of $3.94 per share for Class A-1 and Class A-2 common stock to holders of record as of the close of business on March 1, 2010, payable on March 9, 2010. In connection with the special cash dividend, the Company paid dividends to stockholders in the aggregate of $118.5 million with an additional $661,000 of dividends associated with restricted stock options to be paid upon vesting of those restricted stock options and $399,000 dividend equivalents credited to the employee participant accounts in the ISOP.
46
Regulatory Requirements
The state of domicile of each of the Company’s domestic insurance subsidiaries imposes minimum risk-based capital requirements that were developed by the NAIC. The formulas for determining the amount of risk-based capital specify various weighting factors that are applied to financial balances and premium levels based on the perceived degree of risk. Regulatory compliance is determined by a ratio of a company’s regulatory total adjusted capital, as defined, to its authorized control level risk-based capital, as defined. Companies’ specific trigger points or ratios are classified within certain levels, each of which requires specified corrective action.
Generally, the total stockholders’ equity of domestic insurance subsidiaries (as determined in accordance with statutory accounting practices) in excess of minimum statutory capital requirements is available for transfer to the parent company. However, the amount of equity available for dividends in any given year without prior approval from state regulatory authorities is subject to certain limitations as discussed below under Dividend Restrictions.
The required minimum aggregate statutory capital and surplus of our principal domestic insurance subsidiaries were as follows at December 31, 2012:
| Minimum | Actual | |||||||
| (In millions) | ||||||||
| Mega |
$ | 37.4 | $ | 93.3 | ||||
| Mid-West |
$ | 15.8 | $ | 57.4 | ||||
| Chesapeake |
$ | 12.0 | $ | 23.3 | ||||
At December 31, 2012, the risk-based capital ratio of each of our insurance subsidiaries exceeded the ratio for which regulatory corrective action would be required.
Dividend Restrictions
We conduct a significant portion of our business through our insurance subsidiaries, which are subject to regulations and standards established by their respective states of domicile. Most of these regulations and standards conform to those established by the NAIC. These standards require our insurance subsidiaries to maintain specified levels of statutory capital, as defined by each state, and restrict the timing and amount of dividends and other distributions that may be paid to their parent company. Generally, the amount of dividend distributions that may be paid by a regulated subsidiary, without prior approval by state regulatory authorities, is limited based on the entity’s level of statutory net income and statutory capital and surplus. These limitations are based upon the greater of 10% of statutory surplus at the end of the preceding year or the preceding year’s statutory gain from operations.
Our domestic insurance companies paid dividends of $59.5 million, $308.5 million and $96.9 million, respectively, to HealthMarkets, LLC in 2012, 2011 and 2010, respectively. The dividend amount for 2012 includes $30.0 million of extraordinary dividends paid from the Company’s Mid-West insurance subsidiary. The dividend amount for 2011 includes $159.4 million of extraordinary dividends paid from the Company’s MEGA insurance subsidiary.
During 2013, the Company’s domestic insurance companies are eligible to pay additional aggregate dividends in the ordinary course of business to HealthMarkets, LLC of approximately $43.0 million without prior approval by statutory authorities. However, as it has done in the past, the Company will continue to assess the results of operations of the regulated domestic insurance companies to determine the prudent dividend capability of the subsidiaries. This is consistent with our practice of maintaining risk-based capital ratios at each of our domestic insurance subsidiaries in excess of minimum requirements.
47
Contractual Obligations and Off Balance Sheet Arrangements
The following table sets forth additional information with respect to our outstanding debt:
| December 31, | ||||||||||||
| Maturity Date | 2012 | 2011 | ||||||||||
| (In thousands) | ||||||||||||
| 2006 credit agreement: |
||||||||||||
| Term loan |
2012 | $ | 0 | $ | 362,500 | |||||||
| Grapevine Note |
2021 | 72,350 | 72,350 | |||||||||
| Trust preferred securities: |
||||||||||||
| UICI Capital Trust I |
2034 | 15,470 | 15,470 | |||||||||
| HealthMarkets Capital Trust I |
2036 | 51,550 | 51,550 | |||||||||
| HealthMarkets Capital Trust II |
2036 | 51,550 | 51,550 | |||||||||
|
|
|
|
|
|||||||||
| Total |
$ | 190,920 | $ | 553,420 | ||||||||
| Student Loan Credit Facility |
various | 52,450 | 60,050 | |||||||||
|
|
|
|
|
|||||||||
| Total |
$ | 243,370 | $ | 613,470 | ||||||||
|
|
|
|
|
|||||||||
In April 2006, we borrowed $500.0 million under a term loan credit facility and issued $100.0 million of Floating Rate Junior Subordinated Notes. The Company made principal payments on the term loan and, at December 31, 2011, $362.5 million remained outstanding. On February 29, 2012, the Company paid in full the remaining principal and interest on the term loan in an amount of $363.3 million.
Grapevine Finance LLC issued $72.4 million of senior secured notes to an institutional purchaser which matures in July 2021. The net proceeds were distributed to HealthMarkets, LLC. The note bears interest at an annual rate of 6.712%. The interest is to be paid semi-annually on January 15th and July 15th.
In April 2006, HealthMarkets Capital Trust I and HealthMarkets Capital Trust II (“Trusts”) issued $100.0 million of floating rate trust preferred securities and $3.1 million of floating rate common securities and invested the proceeds in $100.0 million principal amount of HealthMarkets, LLC’s floating rate junior subordinated notes due June 15, 2036. The notes accrue interest at a floating rate equal to three-month LIBOR plus 3.05%.
In April 2004, UICI Capital Trust I completed the private placement of $15.0 million amount of floating rate trust preferred securities and $470,000 of floating rate common securities and invested the proceeds in an equivalent face amount of the Company’s floating rate junior subordinated notes due 2034. The notes will mature on April 29, 2034 and accrue interest at a floating rate equal to three-month LIBOR plus 3.50%, payable quarterly.
At December 31, 2012, the Company had indebtedness outstanding under a secured student loan credit facility which indebtedness is represented by Student Loan Asset-Backed Notes issued by a bankruptcy-remote special purpose entity. Indebtedness outstanding under the Student Loan Credit Facility is secured by student loans and accrued interest and by a pledge of cash, cash equivalents and other qualified investments.
48
Set forth below is a summary of our consolidated contractual obligations at December 31, 2012:
| Payment Due by Period | ||||||||||||||||||||
| Total | Less than 1 Year |
1-3 Years | 3-5 Years | More than 5 Years |
||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Corporate debt |
$ | 190,920 | $ | 0 | $ | 0 | $ | 0 | $ | 190,920 | ||||||||||
| Student Loan Credit Facility |
52,450 | 6,350 | 10,550 | 9,650 | 25,900 | |||||||||||||||
| Future policy benefits(1) |
462,099 | 25,351 | 48,922 | 43,790 | 344,036 | |||||||||||||||
| Claim liabilities(1) |
89,841 | 82,676 | 6,625 | 421 | 119 | |||||||||||||||
| Student loan commitments(2) |
29,443 | 1,877 | 5,607 | 6,628 | 15,331 | |||||||||||||||
| Goldman Sachs Real Estate Partners, L.P. |
1,617 | 0 | 1,617 | 0 | 0 | |||||||||||||||
| Blackstone Strategic Alliance Fund L.P. |
407 | 407 | 0 | 0 | 0 | |||||||||||||||
| Operating lease obligations |
11,208 | 4,478 | 5,059 | 1,640 | 31 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
$ | 837,985 | $ | 121,139 | $ | 78,380 | $ | 62,129 | $ | 576,337 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
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| (1) | In connection with various reinsurance agreements, the Company entered into coinsurance arrangements pursuant to which the reinsurers agreed to assume liability for $340.6 million of future policy benefits and $23.7 million of claim liabilities associated with such businesses. |
| (2) | The Company has outstanding commitments to fund student loans through 2026 for an aggregate amount of $29.4 million. However, based upon utilization rates and policy lapse rates, the estimated commitment is $389,000. In 2010, the Company’s arrangement with a third-party bank previously originating these loans terminated. To date, the Company does not have an arrangement with a new lender and as a result, additional student loan funding is not available at this time. |
Critical Accounting Policies and Estimates
Our discussion and analysis of the consolidated financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to health and life insurance claims, bad debts, investments, intangible assets, income taxes, financing operations and contingencies and litigation. We base our estimates on historical experience, as well as various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements, which are discussed in more detail below:
| • | the valuations of certain assets and liabilities require fair value estimates; |
| • | recognition of premium revenue; |
| • | recognition of commission revenue; |
| • | the estimate of claim liabilities; |
| • | the realization of deferred acquisition costs; |
| • | the carrying amount of goodwill and other intangible assets; |
| • | the amortization period of intangible assets; |
| • | stock-based compensation plan forfeitures; |
49
| • | the realization of deferred taxes; |
| • | reserves for contingencies, including reserves for losses in connection with unresolved legal and regulatory matters; and |
| • | other matters that affect the reported amounts and disclosure of contingencies in the financial statements. |
Estimates, by their nature, are based on judgment and available information. Therefore, actual results could differ from those estimates and could have a material impact on the consolidated financial statements.
Fair Value Measurements
We account for our investments and certain other assets and liabilities recorded at fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which requires us to categorize such assets and liabilities into a three-level hierarchy. As discussed in more detail below, the determination of fair value for certain assets and liabilities may require the application of a greater degree of judgment resulting from volatile market conditions, as the ability to value assets can be significantly impacted by a decrease in market activity. We evaluate the various types of securities in our investment portfolio to determine the appropriate level in the fair value hierarchy based upon trading activity and the observability of market inputs. We employ control processes to validate the reasonableness of the fair value estimates of our assets and liabilities, including those estimates based on prices and quotes obtained from independent third party sources. Our procedures generally include, but are not limited to, initial and ongoing evaluation of methodologies used by independent third parties and monthly analytical reviews of the prices against current pricing trends and statistics.
Where possible, we utilize quoted market prices to measure fair value. For investments that have quoted market prices in active markets, we use the quoted market price as fair value and include these prices in the amounts disclosed in Level 1 of the hierarchy. When quoted market prices in active markets are unavailable, we determine fair values using various valuation techniques and models based on a range of observable market inputs including pricing models, quoted market price of publicly traded securities with similar duration and yield, time value, yield curve, prepayment speeds, default rates and discounted cash flow. In most cases, these estimates are determined based on independent third party valuation information, and the amounts are disclosed in Level 2 of the fair value hierarchy. Generally, we obtain a single price or quote per instrument from independent third parties to assist in establishing the fair value of these investments.
If quoted market prices and independent third party valuation information are unavailable, we produce an estimate of fair value based on internally developed valuation techniques, which, depending on the level of observable market inputs, will render the fair value estimate as Level 2 or Level 3. On occasions when pricing service data is unavailable, we may rely on bid/ask spreads from dealers in determining the fair value. When dealer quotations are used to assist in establishing the fair value, we generally obtain one quote per instrument. The quotes obtained from dealers or brokers are generally non-binding. When dealer quotations are used, we use the mid-mark as fair value. When broker or dealer quotations are used for valuation or price verification, greater priority is given to executable quotes. As part of the price verification process, valuations based on quotes are corroborated by comparison both to other quotes and to recent trading activity in the same or similar instruments.
To the extent we determine that a price or quote is inconsistent with actual trading activity observed in that investment or similar investments, or if we do not think the quote is reflective of the market value for the investment, we will internally develop a fair value using this observable market information and disclose the occurrence of this circumstance.
50
Investments
We have classified our investments in securities with fixed maturities as “available for sale”. Fixed maturities and equity securities have been recorded at fair value, and unrealized investment gains and losses are reflected in stockholders’ equity.
Investments are reviewed at least quarterly, using both quantitative and qualitative factors, to determine if they have experienced an impairment of value that is considered other-than-temporary. In its review, management considers the following indicators of impairment: fair value significantly below cost; decline in fair value attributable to specific adverse conditions affecting a particular investment; decline in fair value attributable to specific conditions, such as conditions in an industry or in a geographic area; decline in fair value for an extended period of time; downgrades by rating agencies from investment grade to non-investment grade; financial condition deterioration of the issuer and situations where dividends have been reduced or eliminated or scheduled interest payments have not been made. Additionally, we assess whether the amortized cost basis will be recovered by comparing the present value of cash flows expected to be collected with the amortized cost basis of the investment. When the determination is made that an other-than-temporary impairment (“OTTI”) exists but we do not intend to sell the security and it is not more likely than not that we will be required to sell the security before the recovery of its remaining amortized cost basis, we determine the amount of the impairment related to a credit loss and the amount related to other factors. OTTI losses attributed to a credit loss are recorded in “Net impairment losses recognized in earnings” on the statement of operations. OTTI losses attributed to other factors are reported in “Accumulated other comprehensive income (loss)” as a separate component of stockholders’ equity and accordingly have no effect on our net income (loss) but does affect comprehensive income (loss).
Testing for impairment of investments requires significant management judgment. The identification of potentially impaired investments, the determination of their fair value and the assessment of whether any decline in value is other than temporary are the key judgment elements. The discovery of new information and the passage of time can significantly change these judgments. Revisions of impairment judgments are made when new information becomes known, and any resulting impairments are made at that time. The economic environment and volatility of securities markets increase the difficulty of determining fair value and assessing investment impairment. The same influences tend to increase the risk of potentially impaired assets.
Premium Revenue and Certain Related Benefits and Expenses
Health Premiums
Health insurance policies issued by the Company are considered long-duration contracts. The contract provisions generally cannot be changed or canceled during the contract period; however, the Company may adjust premiums for most health policies issued within prescribed guidelines and with the approval of state insurance regulatory authorities. Insurance premiums for health policies are recognized as earned over the premium payment periods of the policies. Benefits and expenses are matched with premiums so as to result in recognition of income over the term of the contract. This matching is accomplished by means of the provision for future policyholder benefits and expenses and the deferral and amortization of acquisition costs.
Life Premiums
Premiums on traditional life insurance are recognized as revenue when due. Benefits and expenses are matched with premiums so as to result in recognition of income over the term of the contract. This matching is accomplished by means of the provision for future policyholder benefits and expenses and the deferral and amortization of acquisition costs.
Premiums and annuity considerations collected on universal life-type and annuity contracts are recorded using deposit accounting, and are credited directly to an appropriate policy reserve account, without recognizing premium income. Revenues from universal life-type and annuity contracts are amounts assessed to the policyholder for the cost of insurance (mortality charges), policy administration charges and surrender charges
51
and are recognized as revenue when assessed based on one-year service periods. Amounts assessed for services to be provided in future periods are reported as unearned revenue and are recognized as revenue over the benefit period. Contract benefits that are charged to expense include benefit claims incurred in the period in excess of related contract balances and interest credited to contract balances.
Commission Revenues
Insphere and its agents distribute insurance products underwritten by the Company’s insurance subsidiaries, as well as third-party insurance products underwritten by non-affiliated insurance companies. The Company earns commissions for third-party insurance products sold by Insphere agents. The majority of our commission revenue is derived from insurance policies and association memberships that are billed monthly. The Company also receives commission revenue based on quarterly, semi-annual, and annual billing modes. For all billing modes, the commission revenue is recognized as earned on a monthly basis beginning with the effective date of the insurance policy and continues as long as the policy continues to pay premium. For single premium annuity commission revenue, and other commissions that are received on a one-time basis, commission revenues are recognized as of the effective date of the insurance policy or the date on which the policy premium is billed to the customer, whichever is later. Subsequent commission adjustments are recognized upon our receipt of notification concerning matters necessitating such adjustments from the insurance companies. Production bonuses, volume overrides and contingent commissions are recognized when determinable, either (i) when such commissions are received from insurance companies, (ii) when we receive formal notification of the amount of such payments or (iii) when the amounts of such payments can be reasonably estimated.
Acquisition Costs
Deferred Acquisition Costs (“DAC”)
We incur various costs in connection with the origination and initial issuance of health insurance policies, including underwriting and policy issuance costs and distribution costs (i.e., sales commissions paid to agents). We defer these costs and amortize the deferred expense over the expected premium paying period of the policy, which approximates five years. Additionally, certain underwriting and policy issuance costs, which we determined to be more variable than fixed in nature are capitalized and amortized over the expected premium paying period of the policy. We also defer commissions paid to agents and premium taxes with respect to the portion of health premium collected but not yet earned.
The calculation of DAC requires us to use estimates based on actuarial valuation techniques. We review our actuarial assumptions and deferrable acquisition costs each year and, when necessary, we revise such assumptions to more closely reflect recent experience. For policies in-force, we evaluate DAC to determine whether such costs are recoverable from future revenues. Any resulting adjustment is charged against net earnings.
The Company applied the provisions of ASU 2010-26 beginning January 1, 2012 and determined that certain underwriting and customer lead generation expenses were no longer deferrable under the new guidance. Under the transition guidance provided by ASU 2010-26, the Company has chosen to apply the retrospective method. The retrospective method requires the Company to record the cumulative effect of applying a change in accounting principle to all prior periods presented. As a result of the change in accounting principle, the Company made the following adjustments:
| (a) | Adjusted the opening balance of the following items as of January 1, 2010: (i) reduced Deferred acquisition costs by $21.0 million, (ii) reduced Retained earnings by $13.6 million, and (iii) reduced Deferred federal income taxes by $7.3 million. |
| (b) | Adjusted the ending balance of the following items as of December 31, 2011: (i) reduced Deferred acquisition costs by $3.1 million, (ii) reduced Retained earnings by $2.0 million, and (iii) reduced Deferred Federal income taxes by $1.1 million. |
52
| (c) | Restated the Consolidated Statements of Income for the year ended December 31, 2011 by the following amounts: (i) a decrease to Underwriting acquisition and insurance expenses in the amount of $4.7 million, (ii) an increase to Federal income tax expense in the amount of $1.7 million, (iii) an increase in Income from continuing operations and Net income in the amount of $3.1 million, and (iv) an increase in diluted earnings per share in the amount of $0.10. |
| (d) | Restated the Consolidated Statements of Income for the year ended December 31, 2010 by the following amounts: (i) a decrease to Underwriting acquisition and insurance expenses in the amount of $13.1 million, (ii) an increase to Federal income tax expense in the amount of $4.6 million, (iii) an increase in Income from continuing operations and Net income in the amount of $8.5 million, and (iv) an increase in diluted earnings per share in the amount of $0.28. |
Goodwill and Other Identifiable Intangible Asset
We account for goodwill and other intangibles in accordance with FASB ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”), which requires that goodwill and other intangible assets be tested for impairment at least annually or more frequently if certain indicators arise. An impairment loss would be recorded in the period such determination was made. Consistent with prior years, we use assumptions and estimates in our valuation, and actual results could differ from those estimates. ASC 350 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values. Management makes assumptions regarding the useful lives assigned to intangible assets. We currently amortize intangible assets with estimable useful lives over a period ranging from five to twenty-five years; however, management may revise amortization periods if they believe there has been a change in the length of time that an intangible asset will continue to have value. If these estimates or their related assumptions change in the future, we may be required to record impairment losses or change the useful life, including accelerating amortization for these assets.
Claims Liabilities
We establish liabilities for benefit claims that have been reported but not paid and claims that have been incurred but not reported under health and life insurance contracts. Consistent with overall company philosophy, the claims liabilities estimate is developed and is expected to be adequate under reasonably likely circumstances. This estimate is developed using actuarial principles and assumptions that consider a number of items as appropriate, including but not limited to historical and current claim payment patterns, product variations, the timely implementation of appropriate rate increases and seasonality. We do not develop ranges in the setting of the claims liabilities reported in the financial statements.
The majority of our claims liabilities are estimated using the developmental method, which involves the use of completion factors for most incurral months, supplemented with additional estimation techniques, such as loss ratio estimates, in the most recent incurral months. This method applies completion factors to claim payments in order to estimate the ultimate amount of the claim. These completion factors are derived from historical experience and are dependent on the service dates of the claim payments. The completion factors are selected so that they are equally likely to be redundant as deficient.
Prior to 2011, the majority of health insurance products offered through the Commercial Health Division established the claims liabilities using the modified incurred date technique. Under the modified incurred date methodology, claims liabilities for the cost of all medical services related to the accident or sickness are recorded at the earliest date of diagnosis or treatment, even though the medical services associated with such accident or sickness might not be rendered to the insured until a later financial reporting period. A break in service of more than six months will result in the establishment of a new incurred date for subsequent services. A new incurred date will be established if claims payments continue for more than thirty-six months without a six month break in service. See Change in Accounting Principle on Claim Liabilities below for discussion on the change in methodology from the modified incurred date to service date.
53
Beginning in 2008, the Commercial Health Division began using the date of service techniques opposed to the modified incurred date technique to establish the claims liabilities for new contracts introduced or updated in or after 2008.
In estimating the ultimate level of claims for the most recent incurral months, we use what we believe are prudent estimates that reflect the uncertainty involved in these incurral months. An extensive degree of judgment is used in this estimation process. For healthcare costs payable, the claim liability balances and the related benefit expenses are highly sensitive to changes in the assumptions used in the claims liability calculations. With respect to health claims, the items that have the greatest impact on our financial results are the medical cost trend, which is the rate of increase in healthcare costs, and the unpredictable variability in actual experience. Any adjustments to prior period claim liabilities are included in the benefit expense of the period in which adjustments are identified. Due to the considerable variability of healthcare costs and actual experience, adjustments to health claim liabilities usually occur each quarter and are sometimes significant.
We believe that the recorded claim liabilities are reasonable and adequate to satisfy the ultimate claims liability. We use our own experience as appropriate and rely on industry loss experience as necessary in areas where our data is limited. Our estimate of claim liabilities represents management’s best estimate of the liability for each period presented.
The completion factors and loss ratio estimates in the most recent incurred months are the most significant factors affecting the estimate of the claim liability. The Company believes that the greatest potential for variability from estimated results is likely to occur at the Commercial Health Division.
The following table illustrates the sensitivity of these factors and the estimated impact to the December 31, 2012 unpaid claim liability for the Commercial Health Division. The scenarios selected are reasonable based on the Company’s past experience, however future results may differ.
| Completion Factor(a) |
Loss Ratio Estimate(b) | |||||||||
| Increase (Decrease) in Factor |
Increase (Decrease) in Estimated Claim Liability |
Increase (Decrease) in Ratio |
Increase (Decrease) in Estimated Claim Liability |
|||||||
| (In thousands) | (In thousands) | |||||||||
| 6% |
$ | (3,794 | ) | 6% | $ | 3,912 | ||||
| 4% |
(2,530 | ) | 4% | 2,608 | ||||||
| 2% |
(1,265 | ) | 2% | 1,304 | ||||||
| -2% |
1,266 | -2% | -1,304 | |||||||
| -4% |
2,533 | -4% | -2,608 | |||||||
| -6% |
3,800 | -6% | -3,912 | |||||||
| (a) | Impact due to change in completion factors for incurred months prior to the most recent three months. |
| (b) | Impact due to change in estimated loss ratio for the most recent three months. |
Changes in Commercial Health Claim Liability Estimates
The Commercial Health Division reported favorable experience development during the reporting periods on claims incurred in prior years in the reported values of subsequent years (see Note 8 of Notes to Consolidated Financial Statements for discussion of claims liability development experience). A significant portion of the favorable experience development in 2011 was attributable to the recognition that the claims payment patterns used in establishing the completion factors were no longer reflective of the expected future claims payment patterns underlying the claim liability. As a result, in 2011, we refined the estimates and assumptions used in calculating the claims liabilities estimate to accommodate the changing patterns as they emerged.
The Company continues to update its completion factors to reflect more recent patterns of claim payments. Throughout 2010, we saw an ongoing decrease in the time period from incurral to payment of a claim, resulting
54
in higher completion factors and lower reserves. In response to these trends, we used more recent experience to develop the completion factors, resulting in a decrease in claim liabilities of $30.6 million recognized during the three months ended September 30, 2010. During 2011, the Company again updated its completion factors to reflect the more recent patterns of claim payments, resulting in a decrease in the claim liabilities of $7.8 million in the three months ended September 30, 2011. We will continue to evaluate and update completion factors on an ongoing basis, as appropriate, and will evaluate the impact, if any, that Health Care Reform Legislation may have on the completion factors.
During the fourth quarter of 2010, we revised the loss development technique for the most recent incurral months. We revised our technique to use a Bornhuetter-Ferguson calculation which weights a completion factor estimate with an exposure-based estimate. The weights used are the completion factors, which results in a reserve estimate that is the reciprocal of the completion factor times the exposure-based estimate. The exposure-based estimate is the earned premium multiplied by the anticipated loss ratio, which in most cases is the 12-month average loss ratio for the months prior to the most recent incurral months. As a result of this revision, during the fourth quarter of 2010, we recognized a decrease in claim liabilities of $10.2 million.
During 2010, we adjusted the estimated claim liability established in the fourth quarter of 2009 related to a review of claims processing for state mandated benefits based upon actual results from reprocessing approximately 81% of these claims. As a result of this refinement, during 2010, we recognized a decrease in the claims liabilities of $19.6 million.
Change in Accounting Principle on Claim Liabilities
Effective January 1, 2011, the Company changed the method used to calculate its policy liabilities for the majority of its health insurance products because it believes that the new method will be preferable in light of, among other factors, certain changes required by Health Care Reform Legislation.
For the majority of health insurance products in the Commercial Health Division, the Company’s claims liabilities are estimated using the developmental method. The Company establishes the claims liabilities based upon claim incurral dates, supplemented with certain refinements as appropriate. Prior to January 1, 2011, for products introduced prior to 2008, the Company used a technique for calculating claims liabilities referred to as the Modified Incurred Date (“MID”) technique. Under the MID technique, claims liabilities for the cost of all medical services related to a distinct accident or sickness are based on the earliest date of diagnosis or treatment, even though the medical services associated with such accident or sickness might not be rendered to the insured until a later financial reporting period. Claims liabilities based on the earliest date of diagnosis generally result in larger initial claims liabilities which complete over a longer period of time than claims estimation techniques using dates of service. Under the MID technique, the Company modifies the original incurred date coding by establishing a new incurral date if: (i) there is a break of more than six months in the occurrence of a covered benefit service or (ii) if claims payments continue for more than thirty-six months without a six month break in service.
For products introduced in 2008 and later, claims payments were considered incurred on the date the service is rendered, regardless of whether the sickness or accident is distinct or the same. This is referred to as the Service Date (“SD”) technique. This is consistent with the assumptions used in the pricing of these products and the policy language. At December 31, 2010, the Company had claims liabilities for products using the SD technique in the amount of $10.6 million, representing approximately 8% of the total claims liabilities of the Commercial Health Division. The use of the SD technique in establishing claims liabilities requires the establishment of a future policy benefit reserve while the MID technique does not. For the reasons discussed below, we believe that it is preferable to estimate the Company’s claims liabilities using the SD technique, and to apply such technique for claims liabilities previously calculated based on the MID technique.
55
As previously disclosed, in March 2010, Health Care Reform Legislation was signed into law. The Health Care Reform Legislation requires, beginning in 2011, a mandated minimum loss ratio (“MLR”) of 80% for the individual and small group markets. If MLR is below the mandated minimum, the Health Care Reform Legislation generally requires that the insurer return the amount of premium that is in excess of the required MLR to the policyholder in the form of rebates. The MLR is calculated for each of our insurance subsidiaries on a state-by-state basis in each state where the Company has issued health benefit plan business. Department of Health and Human Services (“HHS”) rules indicate that the MLR calculation shall utilize data on incurred claims for the calendar year, paid through March of the following year.
Any refund of premiums in excess of the required MLR will be based on the completion of claims three months after the calendar year end. Based on the MLR calculation requiring only three additional months of claims and the SD technique being the most prevalent method of estimating claims liabilities in the health insurance industry, the Company believes that the SD technique is the preferable method for calculating the MLR. The Company also believes that using the SD method for the settlement of the MLR calculation will reduce uncertainty regarding the ultimate amount of incurred claims, as the MID technique estimates claims over a longer settlement period. The calculation of the MLR using the Company’s current data results in claims for a given incurred year that are approximately 95% complete three months after the valuation date using the SD technique, whereas claims are approximately 82% complete 3 months after the valuation date using the MID technique. Additionally, the use of the MID technique for financial reporting purposes, with the settlement of the MLR calculated on a SD basis, may result in an over accrual of the claims liabilities on the financial statements as a result of the Company’s accrual for rebates in the MLR calculation.
In light of the changes resulting from the Health Care Reform Legislation, and given that the Company’s insurance contracts would support the use of either reserving technique, the Company, after discussions with its domiciliary insurance regulators on the preferred methodology for calculating rebates under the MLR requirements of the Health Care Reform Legislation, determined that the SD method is preferable in determining the estimation of its claims liabilities. For the in-force policies utilizing the MID technique for estimation of claims liabilities, effective January 1, 2011, the Company changed the method used to calculate its claims liabilities from the MID technique to the SD technique. Consistent with the Company’s products introduced in 2008 and later, the Company established a reserve for future policy benefits for products introduced prior to 2008.
The Company has determined it is impracticable to determine the period-specific effects of the change in reserving methodology from MID to SD on all prior periods since retrospective application requires significant estimates of amounts and it is impossible to distinguish objectively information about those estimates at previous reporting dates. Based on the guidance of ASC 250-10-45 Accounting Changes — Change in Accounting Principle if the cumulative effect of applying a change in accounting principle to all prior periods is determinable, but it is impracticable to determine the period-specific effects of that change to all prior periods presented, the cumulative effect of the change to the new accounting principle shall be applied to the carrying amounts of assets and liabilities as of beginning of the earliest period to which the new accounting principle can be applied. As such the Company accounted for the change effective January 1, 2011 by recording the cumulative effect of the change in accounting at that date.
Effective January 1, 2011, as a result of this change, the Company recorded the following: (i) a decrease in the amount of $77.9 million to claims and claims administration liabilities, (ii) an increase in the amount of $35.1 million to future policy and contract benefits, (iii) an increase in the amount of $15.0 million to deferred federal income tax liability and (iv) an increase in the amount of $27.8 million to retained earnings.
Accounting for ISOP
The Company offers certain eligible insurance agents and designated eligible employees the opportunity to participate in the HealthMarkets, Inc. InVest Stock Ownership Plan (“ISOP”). For financial reporting purposes, the Company accounts for the Company-match feature of the ISOP for nonemployee agents by recognizing
56
compensation expense over the vesting period in an amount equal to the fair market value of vested shares at the date of their vesting and distribution to the agent-participant. The Company accounts for the Company-match feature of the ISOP for employees by recognizing compensation expense over the vesting period in an amount equal to the fair market value of each award at the date of grant, or, in the case of outstanding awards transferred from the Predecessor Plans, the fair market value at the date of employment.
Expense on awards granted after January 1, 2010 is recognized on a straight-line basis based on the Company’s policy adopted in 2006 for new plans effective after January 1, 2006. Expense on awards from plans effective prior to January 1, 2006 will continue to be recognized on a graded basis. Employee awards are equity-classified and changes in values and expense are offset to the Company’s Additional Paid-in Capital account on its balance sheet. Nonemployee awards are liability-classified and changes are reflected in the Other Liabilities account on the balance sheet. The liability for nonemployee awards is based on (i) the number of unvested credits, (ii) the prevailing fair market value of the Company’s common stock as determined by the Company’s Board of Directors and (iii) an estimate of the percentage of the vesting period that has elapsed.
The accounting treatment of matching credits for nonemployee agent-participants results in unpredictable stock-based compensation charges, dependent upon fluctuations in the fair market value of the Company’s common stock, as determined by the Company’s Board of Directors. In periods of decline in the fair market value of HealthMarkets’ common stock, the Company will recognize less stock-based compensation expense than in periods of appreciation. In addition, in circumstances where increases in the fair market value of the Company’s common stock are followed by declines, negative stock-based compensation expense may result as the cumulative liability for unvested stock-based compensation expense is adjusted.
Deferred Taxes
We record deferred tax assets to reflect the impact of temporary differences between the financial statement carrying amounts and tax basis of assets. Realization of the net deferred tax asset is dependent on generating sufficient future taxable income. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.
We establish a valuation allowance when management believes, based on the weight of the available evidence, that it is more likely than not that all or some portion of the deferred tax asset will not be realized. We consider future taxable income and ongoing prudent and feasible tax planning strategies in assessing the continued need for a recorded valuation allowance. Establishing or increasing the valuation allowance would result in a charge to income in the period such determination was made. In the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made.
Loss Contingencies
We are subject to proceedings and lawsuits related to insurance claims, regulatory issues, and other matters (see Note 16 of Notes to Consolidated Financial Statements). We are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses. A determination of the amount of accruals required, if any, for these contingencies is made after careful analysis of each individual issue. The required accruals may change in the future due to new developments in each matter or changes in approach, such as a change in settlement strategy in dealing with these matters.
Risk Management
HealthMarkets encounters risk in the normal course of business, and therefore, we have designed risk management processes to help manage such risks. The Company is subject to varying degrees of market risks, inflation risk, operational risks and liquidity risks (see “Liquidity and Capital Resources” discussion above) and monitors these risks on a consolidated basis.
57
Market Risks
Our assets and liabilities, including financial instruments, are subject to the risk of potential loss arising from adverse changes in market rates and prices. Market risk is directly influenced by the volatility and liquidity in the markets in which the related underlying assets are traded.
Sensitivity analysis is defined as the measurement of potential loss in future earnings, fair values or cash flows of market sensitive instruments resulting from one or more selected hypothetical changes in interest rates and other market rates or prices over a selected time. In our sensitivity analysis model, a hypothetical change in market rates is selected that is expected to reflect reasonably possible near-term changes in those rates. “Near term” is defined as a period of time going forward up to one year from the date of the consolidated financial statements.
In this sensitivity analysis model, we use fair values to measure its potential loss. The primary market risk to our market sensitive instruments is interest rate risk. The sensitivity analysis model uses a 100 basis point change in interest rates to measure the hypothetical change in fair value of financial instruments included in the model. For invested assets, duration modeling is used to calculate changes in fair values. Duration on invested assets is adjusted to call, put and interest rate reset features.
The sensitivity analysis model decreases the gain in fair value of market sensitive instruments by $7.7 million based on a 100 basis point increase in interest rates as of December 31, 2012. This decreased value only reflects the impact of an interest rate increase on the fair value of our financial instruments.
At December 31, 2012, the Company had $118.6 million of debt exposed to the fluctuation of the three-month London Inter-bank Offer Rate (LIBOR) and is comprised of the UICI Capital Trust I note and the HealthMarkets Capital Trust I and II notes. The sensitivity analysis shows that if the three-month LIBOR rate changed by 100 basis points (1%), our interest expense would change by approximately $1.2 million.
Our Investment Committee monitors the investment portfolio of the Company and its subsidiaries. The Investment Committee receives investment management information from our in-house investment management team. The internal investment management team directly manages the investment assets.
Investments are selected based upon the parameters established in the Company’s investment policies. Emphasis is given to the selection of high quality, liquid securities that provide current investment returns. Maturities or liquidity characteristics of the securities are managed by structuring the duration of the investment portfolio to be consistent with the duration of the policy liabilities. Consistent with regulatory requirements and internal guidelines, we invest in a range of assets, but limit our investments in certain classes of assets, and limit our exposure to certain industries and to single issuers.
Fixed maturity securities represented 57.3% and 40.6% of our total investments at December 31, 2012 and 2011, respectively. At December 31, 2012, fixed maturity securities consisted of the following:
| December 31, 2012 | ||||||||
| Carrying Value |
% of
Total Carrying Value |
|||||||
| (Dollars in thousands) | ||||||||
| U.S. and U.S. Government agencies |
$ | 21,060 | 5.8 | % | ||||
| Corporate bonds and municipals |
218,450 | 59.8 | % | |||||
| Mortgage-backed securities issued by U.S. Government agencies and authorities |
28,569 | 7.8 | % | |||||
| Other mortgage and asset backed securities |
1,372 | 0.4 | % | |||||
| Other |
95,643 | 26.2 | % | |||||
|
|
|
|
|
|||||
| Total fixed maturity securities |
$ | 365,094 | 100.0 | % | ||||
|
|
|
|
|
|||||
58
Corporate bonds, included in the fixed maturity portfolio, consist primarily of short term and medium term investment grade bonds. The Company’s investment policy with respect to concentration risk limits individual investment grade bonds held by its insurance company subsidiaries to 3% of assets and non-investment grade bonds to 2% of assets. The policy also limits the investments in any one industry to 20% of assets. As of December 31, 2012, the largest concentration in any one investment grade corporate bond held by an insurance company subsidiary was $107.4 million ($94.8 million face value), which represented 16.9% of total invested assets. This security was received as payment on the sale of our Student Insurance Division. To limit its credit risk, we have taken out $75 million of credit default insurance on this bond, reducing our default exposure to $32.4 million, or 5.1% of total invested assets. The largest concentration in any one non-investment grade corporate bond was $3.0 million, which represented less than 1% of total invested assets. The largest concentration to any one industry by our insurance carriers was less than 1% of total invested assets. Additionally, due primarily to long standing conservative investment guidelines, we have no direct exposure to subprime investments.
Included in the fixed maturity portfolio are mortgage-backed securities, including collateralized mortgage obligations, mortgage-backed pass-through certificates and commercial mortgage-backed securities. To limit our credit risk, we invest in mortgage-backed securities that are rated investment grade by the public rating agencies. Our mortgage-backed securities portfolio is a conservatively structured portfolio that is concentrated in the less volatile tranches, such as planned amortization classes and sequential classes. We seek to minimize prepayment risk during periods of declining interest rates and minimize duration extension risk during periods of rising interest rates. We have less than 0.2% of our investment portfolio invested in the more volatile tranches.
A quality distribution for fixed maturity securities at December 31, 2012 is set forth below:
| December 31, 2012 | ||||||||
| Rating |
Carrying Value |
% of
Total Carrying Value |
||||||
| (Dollars in thousands) | ||||||||
| U.S. Government and AAA |
$ | 66,162 | 18.1 | % | ||||
| AA |
25,782 | 7.1 | % | |||||
| A |
155,922 | 42.7 | % | |||||
| BBB |
114,254 | 31.3 | % | |||||
| Less than BBB |
2,974 | 0.8 | % | |||||
|
|
|
|
|
|||||
| $ | 365,094 | 100.0 | % | |||||
|
|
|
|
|
|||||
59
We regularly monitor our investment portfolio to attempt to minimize our concentration of credit risk in any single issuer. Set forth in the table below is a schedule of all investments representing greater than 1% of our aggregate investment portfolio at December 31, 2012 and 2011, excluding investments in U.S. Government securities:
| December 31, | ||||||||||||||||
| 2012 | 2011 | |||||||||||||||
| Carrying Amount |
% of
Total Carrying Value |
Carrying Amount |
% of
Total Carrying Value |
|||||||||||||
| (Dollars in thousands) | ||||||||||||||||
| Issuer — Fixed Maturities: |
||||||||||||||||
| UnitedHealth Group(1) |
$ | 107,366 | 16.9 | % | $ | 105,565 | 10.0 | % | ||||||||
| Cigna Corporation(2) |
95,643 | 15.0 | % | 89,371 | 8.5 | % | ||||||||||
| Issuer — Short-term investments (3): |
||||||||||||||||
| Fidelity Institutional Government Fund |
133,791 | 21.0 | % | 478,841 | 45.4 | % | ||||||||||
| Invesco STIT Government Fund |
64,629 | 10.2 | % | 89,215 | 8.5 | % | ||||||||||
| First American Treasury Obligations Fund |
0 | 0 | % | 37,797 | 3.6 | % | ||||||||||
| (1) | Represents $107.4 million ($94.8 million face value) security received from the purchaser as consideration upon sale of our former Student Insurance Division on December 1, 2006. To reduce our credit risk, we have taken out $75.0 million of credit default insurance on this security. |
| (2) | Represents $78.4 million face value security received from the purchaser as consideration upon sale of our former Star HRG Division in July 2006. This security is held in a bankruptcy remote entity with the Company’s exposure limited to its residual investment of approximately $7.2 million at December 31, 2012. |
| (3) | Funds are diversified institutional money markets that invest solely in United States dollar denominated securities. |
Inflation Risk
Inflation historically has had a significant impact on the health insurance business. In recent years, inflation in the costs of medical care covered by such insurance has exceeded the general rate of inflation. Under basic hospital medical insurance coverage, established ceilings for covered expenses limit the impact of inflation on the amount of claims paid. Under catastrophic hospital expense plans and preferred provider contracts, covered expenses are generally limited only by a maximum lifetime benefit and a maximum lifetime benefit per accident or sickness. Therefore, inflation may have a significantly greater impact on the amount of claims paid under catastrophic hospital expense and preferred provider plans as compared to claims under basic hospital medical coverage. As a result, trends in healthcare costs must be monitored and rates adjusted accordingly. Under the health insurance policies issued in the self-employed market, the primary insurer generally has the right to increase rates upon 30-60 days written notice, and subject to regulatory approval in some cases.
Operational Risks
Operational risk is inherent in our business and may, for example, manifest itself in the form of errors, breaches in the system of internal controls, business interruptions, fraud or legal actions due to operating deficiencies or noncompliance with regulatory requirements. We maintain a framework, including policies and a system of internal controls designed to monitor and manage operational risk, and provide management with timely and accurate information.
Privacy Initiatives
The business of insurance is primarily regulated by the states and is affected by a range of legislative developments at both the state and federal levels. Legislation and regulations governing the use and security of
60
individuals’ nonpublic personal data by financial institutions, including insurance companies, may have a significant impact on the financial condition and results of operations. See Item 1. Business — Regulatory and Legislative Matters.
Recently Issued Accounting Pronouncements
See Recent Accounting Pronouncements in Note 2 of Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk |
Quantitative and qualitative disclosures about market risk are included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management.”
| Item 8. | Financial Statements and Supplementary Data |
The audited consolidated financial statements of the Company and other information required by this Item 8 are included in this Form 10-K beginning on page F-1.
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| Item 9A. | Controls and Procedures |
Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In addition, the disclosure controls and procedures ensure that information required to be disclosed is accumulated and communicated to management, including the principal executive officer and principal financial officer, allowing timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and its Board of Directors regarding the preparation and fair presentation of published financial statements. However, internal control systems, no matter how well designed cannot provide absolute assurance. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework contained in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Report”).
61
Based on our evaluation under the framework in the COSO Report our management concluded that our internal control over financial reporting was effective as of December 31, 2012.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
During the Company’s fourth fiscal quarter, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
| Item 9B. | Other Information |
None.
62
| Item 10. | Directors, Executive Officers and Corporate Governance |
See the Company’s Information Statement to be filed in connection with the 2013 Annual Meeting of Stockholders, which is incorporated herein by reference.
For information on executive officers of the Company, reference is made to the item entitled “Executive Officers of the Company” in Part I of this report.
We have adopted a Code of Business Conduct and Ethics that applies to our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Controller. The Code is available free of charge on our website at www.healthmarketsinc.com and in print to any stockholder who sends a request for a paper copy to: Corporate Secretary, HealthMarkets, Inc., 9151 Boulevard 26, North Richland Hills, Texas 76180. We intend to include on our website any amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics that applies to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Controller that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K.
| Item 11. | Executive Compensation |
See the Company’s Information Statement to be filed in connection with the 2013 Annual Meeting of Stockholders, which is incorporated herein by reference.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
See the Company’s Information Statement to be filed in connection with the 2013 Annual Meeting of Stockholders, which is incorporated herein by reference.
| Item 13. | Certain Relationships and Related Transaction, and Director Independence |
See the Company’s Information Statement to be filed in connection with the 2013 Annual Meeting of Stockholders, which is incorporated herein by reference. See Note 15 of Notes to Consolidated Financial Statements.
| Item 14. | Principal Accountant Fees and Services |
See the Company’s Information Statement to be filed in connection with the 2013 Annual Meeting of Stockholders, of which the subsection captioned “Independent Registered Public Accounting Firm” is incorporated herein by reference.
63
| Item 15. | Exhibits and Financial Statement Schedules |
(a) Financial Statements
The following consolidated financial statements of HealthMarkets and subsidiaries are included in Item 8:
Financial Statement Schedules
| Schedule II | — | F-78 | ||||||
| Schedule III | — | F-81 | ||||||
| Schedule IV | — | F-83 | ||||||
| Schedule V | — | F-84 |
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable and therefore have been omitted.
Exhibits:
The response to this portion of Item 15 is submitted as a separate section of this 10-K entitled “Exhibit Index.”
64
Pursuant to the requirements of Section 13 or 15(d) 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.
| HealthMarkets, Inc. | ||
| By: |
/s/ Kenneth J. Fasola* | |
| Kenneth J. Fasola | ||
| Chief Executive Officer | ||
Date: March 15, 2013
Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ KENNETH J. FASOLA* Kenneth J. Fasola |
Chief Executive Officer, President and Director | March 15, 2013 | ||
| /s/ R. SCOTT DONOVAN R. Scott Donovan |
Executive Vice President and Chief Financial Officer |
March 15, 2013 | ||
| /s/ CONNIE PALACIOS* Connie Palacios |
Senior Vice President, Controller and Principal Accounting Officer |
March 15, 2013 | ||
| /s/ PHILLIP J. HILDEBRAND* Phillip J. Hildebrand |
Chairman of the Board | March 15, 2013 | ||
| /s/ CHINH E. CHU* Chinh E. Chu |
Director | March 15, 2013 | ||
| /s/ JASON K. GIORDANO* Jason K. Giordano |
Director | March 15, 2013 | ||
| /s/ ADRIAN M. JONES* Adrian M. Jones |
Director | March 15, 2013 | ||
| /s/ MURAL R. JOSEPHSON* Mural R. Josephson |
Director | March 15, 2013 | ||
| /s/ STEVEN J. SHULMAN* Steven J. Shulman |
Director | March 15, 2013 | ||
| /s/ R. NEAL POMROY* R. Neal Pomroy |
Director | March 15, 2013 | ||
| *By: |
/s/ R. SCOTT DONOVAN R. Scott Donovan (Attorney-in-fact) |
Attorney-in-fact | March 15, 2013 |
65
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 15(A)(1) and (2), (C), and (D)
FINANCIAL STATEMENTS and SUPPLEMENTAL DATA
FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
FOR THE YEAR ENDED DECEMBER 31, 2012
HEALTHMARKETS, INC.
and
SUBSIDIARIES
NORTH RICHLAND HILLS, TEXAS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
HealthMarkets, Inc.:
We have audited the accompanying consolidated balance sheets of HealthMarkets, Inc. and subsidiaries (the Company) as of December 31, 2012 and 2011, and the related consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders’ equity, and consolidated statements of cash flows for each of the years in the three-year period ended December 31, 2012. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedules as listed in the Index at Item 15(a). These consolidated financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of HealthMarkets, Inc. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
As described in note 2 to the consolidated financial statements, effective January 1, 2011 the Company changed its method of accounting for claim liabilities from the modified incurred date reserving method to the service date reserving method. Also as described in note 2 to the consolidated financial statements, effective January 1, 2012 the Company adopted ASU 2010-26, Financial Services Insurance (ASC Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts.
KPMG LLP
Dallas, Texas
March 15, 2013
F-2
and Subsidiaries
CONSOLIDATED BALANCE SHEETS
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands, except share data) |
||||||||
| ASSETS |
||||||||
| Investments: |
||||||||
| Securities available for sale — |
||||||||
| Fixed maturities, at fair value (cost: 2012 — $325,436; 2011 — $394,948) |
$ | 365,094 | $ | 428,199 | ||||
| Short-term and other investments |
271,597 | 626,415 | ||||||
|
|
|
|
|
|||||
| Total investments |
636,691 | 1,054,614 | ||||||
| Cash and cash equivalents |
15,449 | 17,299 | ||||||
| Student loan receivables |
41,891 | 50,733 | ||||||
| Restricted cash |
15,488 | 14,447 | ||||||
| Investment income due and accrued |
4,586 | 4,007 | ||||||
| Reinsurance recoverable — ceded policy liabilities |
370,312 | 363,139 | ||||||
| Agent and other receivables |
21,801 | 21,416 | ||||||
| Deferred acquisition costs |
13,454 | 14,639 | ||||||
| Property and equipment, net |
33,546 | 37,466 | ||||||
| Goodwill and other intangible assets |
83,514 | 80,255 | ||||||
| Recoverable federal income taxes |
6,526 | 0 | ||||||
| Other assets |
14,859 | 13,478 | ||||||
| Assets held for sale |
0 | 2,100 | ||||||
|
|
|
|
|
|||||
| $ | 1,258,117 | $ | 1,673,593 | |||||
|
|
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Policy liabilities: |
||||||||
| Future policy and contract benefits |
$ | 462,099 | $ | 473,163 | ||||
| Claims |
89,841 | 94,743 | ||||||
| Unearned premiums |
22,990 | 27,523 | ||||||
| Other policy liabilities |
15,458 | 34,167 | ||||||
| Accounts payable and accrued expenses |
23,234 | 30,852 | ||||||
| Other liabilities |
57,111 | 57,107 | ||||||
| Current income taxes payable |
0 | 410 | ||||||
| Deferred income taxes payable |
73,153 | 68,881 | ||||||
| Debt |
190,920 | 553,420 | ||||||
| Student loan credit facility |
52,450 | 60,050 | ||||||
| Net liabilities of discontinued operations |
934 | 1,486 | ||||||
|
|
|
|
|
|||||
| 988,190 | 1,401,802 | |||||||
| Commitments and Contingencies (Note 16) |
||||||||
| Stockholders’ Equity: |
||||||||
| Preferred stock, par value $0.01 per share — authorized 10,000,000 shares, none issued |
0 | 0 | ||||||
| Common Stock, Class A-1, par value $0.01 per share — authorized 90,000,000 shares, 28,096,278 issued and 27,836,809 outstanding at December 31, 2012 and 90,000,000 shares, 28,156,278 issued and 27,851,301 outstanding at December 31, 2011. Class A-2, par value $0.01 per share — authorized 20,000,000 shares, 4,026,104 issued and 2,753,465 outstanding at December 31, 2012 and 20,000,000 shares, 4,026,104 issued and 2,776,985 outstanding at December 31, 2011; |
321 | 322 | ||||||
| Additional paid-in capital |
50,616 | 50,535 | ||||||
| Accumulated other comprehensive income |
26,373 | 21,838 | ||||||
| Retained earnings |
207,919 | 214,853 | ||||||
| Treasury stock, at cost (259,469 Class A-1 common shares and 1,272,639 Class A-2 common shares at December 31, 2012; 304,977 Class A-1 common shares and 1,249,119 Class A-2 common shares at December 31, 2011) |
(15,302 | ) | (15,757 | ) | ||||
|
|
|
|
|
|||||
| 269,927 | 271,791 | |||||||
|
|
|
|
|
|||||
| $ | 1,258,117 | $ | 1,673,593 | |||||
|
|
|
|
|
|||||
See accompanying notes to consolidated financial statements.
F-3
HEALTHMARKETS, INC.
and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands, except per share data) | ||||||||||||
| REVENUE |
||||||||||||
| Health premiums |
$ | 457,216 | $ | 543,092 | $ | 735,538 | ||||||
| Life premiums and other considerations |
1,525 | 1,565 | 1,913 | |||||||||
|
|
|
|
|
|
|
|||||||
| 458,741 | 544,657 | 737,451 | ||||||||||
| Investment income |
23,852 | 28,028 | 42,246 | |||||||||
| Commissions and other income |
85,883 | 83,570 | 76,906 | |||||||||
| Net impairment losses recognized in earnings |
0 | 0 | (765 | ) | ||||||||
| Realized gains (losses), net |
(199 | ) | 8,942 | 5,815 | ||||||||
|
|
|
|
|
|
|
|||||||
| 568,277 | 665,197 | 861,653 | ||||||||||
| BENEFITS AND EXPENSES |
||||||||||||
| Benefits, claims, and settlement expenses |
322,635 | 359,424 | 366,644 | |||||||||
| Underwriting, acquisition and insurance expenses (includes amounts paid to related parties of $2,175, $512 and $517 in 2012, 2011 and 2010, respectively) |
70,982 | 96,703 | 160,740 | |||||||||
| Other expenses, (includes amounts paid to related parties of $16,182, $15,343 and $21,412 in 2012, 2011 and 2010, respectively) |
168,673 | 163,540 | 209,070 | |||||||||
| Interest expense |
12,638 | 22,082 | 30,082 | |||||||||
|
|
|
|
|
|
|
|||||||
| 574,928 | 641,749 | 766,536 | ||||||||||
|
|
|
|
|
|
|
|||||||
| Income (loss) from continuing operations before income taxes |
(6,651 | ) | 23,448 | 95,117 | ||||||||
| Federal income tax expense |
604 | 9,701 | 36,477 | |||||||||
|
|
|
|
|
|
|
|||||||
| Income (loss) from continuing operations |
(7,255 | ) | 13,747 | 58,640 | ||||||||
| Income from discontinued operations, (net of income tax expense of $172, $43 and $36 in 2012, 2011 and 2010, respectively) |
321 | 79 | 66 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) |
$ | (6,934 | ) | $ | 13,826 | $ | 58,706 | |||||
|
|
|
|
|
|
|
|||||||
| Basic earnings (loss) per share: |
||||||||||||
| Income (loss) from continuing operations |
$ | (0.24 | ) | $ | 0.45 | $ | 1.97 | |||||
| Income from discontinued operations |
0.01 | 0.00 | 0.00 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) per share, basic |
$ | (0.23 | ) | $ | 0.45 | $ | 1.97 | |||||
|
|
|
|
|
|
|
|||||||
| Diluted earnings (loss) per share: |
||||||||||||
| Income (loss) from continuing operations |
$ | (0.24 | ) | $ | 0.44 | $ | 1.91 | |||||
| Income from discontinued operations |
0.01 | 0.00 | 0.00 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) per share, diluted |
$ | (0.23 | ) | $ | 0.44 | $ | 1.91 | |||||
|
|
|
|
|
|
|
|||||||
See accompanying notes to consolidated financial statements.
F-4
HEALTHMARKETS, INC.
and Subsidiaries
COMPREHENSIVE INCOME (LOSS)
| For the Year Ended December 31, |
||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Net income (loss) |
$ | (6,934 | ) | $ | 13,826 | $ | 58,706 | |||||
| Other comprehensive income: |
||||||||||||
| Unrealized gains on securities available for sale arising during the period |
6,745 | 7,494 | 28,126 | |||||||||
| Reclassification for investment (gains) losses included in net income (loss) |
(422 | ) | (9,053 | ) | (5,815 | ) | ||||||
| Change in Other-than-temporary impairment losses recognized in OCI |
654 | 0 | 0 | |||||||||
|
|
|
|
|
|
|
|||||||
| Effect on other comprehensive income (loss) from investment securities |
6,977 | (1,559 | ) | 22,311 | ||||||||
|
|
|
|
|
|
|
|||||||
| Unrealized losses on derivatives used in cash flow hedging during the period |
0 | (3 | ) | (704 | ) | |||||||
| Reclassification adjustments included in net income (loss) |
0 | 1,343 | 6,454 | |||||||||
|
|
|
|
|
|
|
|||||||
| Effect on other comprehensive income from hedging activities |
0 | 1,340 | 5,750 | |||||||||
|
|
|
|
|
|
|
|||||||
| Other comprehensive income (loss), before tax |
6,977 | (219 | ) | 28,061 | ||||||||
| Income tax expense (benefit) related to items of other comprehensive income (loss) |
2,442 | (76 | ) | 9,819 | ||||||||
|
|
|
|
|
|
|
|||||||
| Other comprehensive income (loss), net of tax |
4,535 | (143 | ) | 18,242 | ||||||||
|
|
|
|
|
|
|
|||||||
| Comprehensive income (loss) |
$ | (2,399 | ) | $ | 13,683 | $ | 76,948 | |||||
|
|
|
|
|
|
|
|||||||
See accompanying notes to consolidated financial statements.
F-5
HEALTHMARKETS, INC.
and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Common Stock |
Additional Paid-In Capital |
Accumulated Other Comprehensive Income |
Retained Earnings |
Treasury Stock |
Total | |||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
| Balance at December 31, 2009 |
$ | 316 | $ | 42,342 | $ | 3,739 | $ | 246,427 | $ | (30,625 | ) | $ | 262,199 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income |
0 | 0 | 0 | 58,706 | 0 | 58,706 | ||||||||||||||||||
| Other comprehensive income |
0 | 0 | 18,242 | 0 | 0 | 18,242 | ||||||||||||||||||
| Cumulative effect of accounting change (1) |
0 | 0 | 0 | (12,415 | ) | 0 | (12,415 | ) | ||||||||||||||||
| Dividends |
0 | 0 | 0 | (119,514 | ) | 0 | (119,514 | ) | ||||||||||||||||
| Issuance of common stock |
2 | (3,620 | ) | 0 | 0 | 10,662 | 7,044 | |||||||||||||||||
| Vesting of Agent Plan credits |
0 | (1,548 | ) | 0 | 0 | 8,457 | 6,909 | |||||||||||||||||
| Issuance of restricted shares |
5 | (968 | ) | 0 | 0 | 963 | 0 | |||||||||||||||||
| Stock-based compensation |
0 | 19,689 | 0 | 0 | 0 | 19,689 | ||||||||||||||||||
| Stock-based compensation tax expense |
0 | (1,123 | ) | 0 | 0 | 0 | (1,123 | ) | ||||||||||||||||
| Purchase of treasury stock |
0 | 0 | 0 | (9,718 | ) | (9,718 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance at December 31, 2010 |
$ | 323 | $ | 54,772 | $ | 21,981 | $ | 173,204 | $ | (20,261 | ) | $ | 230,019 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income |
0 | 0 | 0 | 13,826 | 0 | 13,826 | ||||||||||||||||||
| Other comprehensive loss |
0 | 0 | (143 | ) | 0 | 0 | (143 | ) | ||||||||||||||||
| Cumulative effect of accounting change (2) |
0 | 0 | 0 | 27,823 | 0 | 27,823 | ||||||||||||||||||
| Issuance of common stock |
0 | (3,136 | ) | 0 | 0 | 7,430 | 4,294 | |||||||||||||||||
| Vesting of Agent Plan credits |
2 | (4,087 | ) | 0 | 0 | 7,671 | 3,586 | |||||||||||||||||
| Issuance of restricted shares |
(3 | ) | 3 | 0 | 0 | 0 | 0 | |||||||||||||||||
| Stock-based compensation |
0 | 3,776 | 0 | 0 | 0 | 3,776 | ||||||||||||||||||
| Stock-based compensation tax expense |
0 | (793 | ) | 0 | 0 | 0 | (793 | ) | ||||||||||||||||
| Purchase of treasury stock |
0 | 0 | 0 | 0 | (10,597 | ) | (10,597 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance at December 31, 2011 |
$ | 322 | $ | 50,535 | $ | 21,838 | $ | 214,853 | $ | (15,757 | ) | $ | 271,791 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net loss |
0 | 0 | 0 | (6,934 | ) | 0 | (6,934 | ) | ||||||||||||||||
| Other comprehensive income |
0 | 0 | 4,535 | 0 | 0 | 4,535 | ||||||||||||||||||
| Issuance of common stock |
0 | 799 | 0 | 0 | 4,146 | 4,945 | ||||||||||||||||||
| Vesting of Agent Plan credits |
0 | (2,282 | ) | 0 | 0 | 5,503 | 3,221 | |||||||||||||||||
| Exercise stock options |
0 | (283 | ) | 0 | 0 | 204 | (79 | ) | ||||||||||||||||
| Issuance of restricted shares |
(1 | ) | (1,164 | ) | 0 | 0 | 1,165 | 0 | ||||||||||||||||
| Stock-based compensation |
0 | 3,011 | 0 | 0 | 0 | 3,011 | ||||||||||||||||||
| Purchase of treasury stock |
0 | 0 | 0 | 0 | (10,563 | ) | (10,563 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance at December 31, 2012 |
$ | 321 | $ | 50,616 | $ | 26,373 | $ | 207,919 | $ | (15,302 | ) | $ | 269,927 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | The adjustments represent the inclusion of Grapevine Finance, LLC into the consolidated results upon adoption of ASU No. 2009-17, Consolidations: Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities and increased equity in an amount of $1.2 million. Additionally, the Company applied the provisions of ASU 2010-26 retroactively to January 1, 2010 and determined that certain underwriting and customer lead generation expenses were no longer deferrable under the new guidance. The impact decreased equity by $13.6 million. |
| (2) | The adjustment represents the cumulative effect of a change in accounting principle in the methodology used to calculate the Company’s policy liabilities. See Note 2-Change in Accounting Principle on Claim Liabilities for discussion on the change in methodology from the modified incurred date to service date. |
See accompanying notes to consolidated financial statements.
F-6
HEALTHMARKETS, INC.
and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Operating Activities |
||||||||||||
| Net income (loss) |
$ | (6,934 | ) | $ | 13,826 | $ | 58,706 | |||||
| Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: |
||||||||||||
| Income from discontinued operations |
(320 | ) | (79 | ) | (66 | ) | ||||||
| Realized (gains) losses, net |
199 | (8,942 | ) | (5,050 | ) | |||||||
| Change in deferred income taxes |
1,830 | (2,157 | ) | 1,668 | ||||||||
| Depreciation and amortization |
13,735 | 17,203 | 23,219 | |||||||||
| Amortization of prepaid monitoring fees |
12,500 | 12,500 | 15,000 | |||||||||
| Equity based compensation expense |
8,675 | 7,787 | 18,180 | |||||||||
| Other items, net |
4,550 | 7,620 | 14,737 | |||||||||
| Changes in assets and liabilities: |
||||||||||||
| Investment income due and accrued |
(1,569 | ) | 1,717 | 1,720 | ||||||||
| Reinsurance recoverable — ceded policy liabilities |
(7,173 | ) | 104 | (1,938 | ) | |||||||
| Other receivables |
(1,772 | ) | 10,269 | (4,396 | ) | |||||||
| Deferred acquisition costs |
1,185 | 10,189 | 18,560 | |||||||||
| Prepaid monitoring fees |
(12,500 | ) | (12,500 | ) | (15,000 | ) | ||||||
| Change in current income tax payable |
(6,936 | ) | 3,853 | 14,436 | ||||||||
| Policy liabilities |
(37,848 | ) | (31,181 | ) | (147,017 | ) | ||||||
| Other liabilities, accounts payable and accrued expenses |
(8,434 | ) | (7,890 | ) | (26,130 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Cash provided by (used in) continuing operations |
(40,812 | ) | 22,319 | (33,371 | ) | |||||||
| Cash used in discontinued operations |
(231 | ) | (9 | ) | (112 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by (used in) operating activities |
(41,043 | ) | 22,310 | (33,483 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Investing Activities |
||||||||||||
| Securities available for sale |
||||||||||||
| Purchases |
(17,608 | ) | (8,632 | ) | (38,078 | ) | ||||||
| Sales |
6,878 | 161,997 | 138,777 | |||||||||
| Maturities, calls and redemptions |
79,659 | 104,237 | 83,318 | |||||||||
| Student loan receivables |
7,521 | 8,084 | 8,640 | |||||||||
| Short-term and other investments, net |
352,963 | (254,004 | ) | (1,033 | ) | |||||||
| Purchases of property and equipment |
(5,165 | ) | (7,156 | ) | (9,542 | ) | ||||||
| Net cash (out flow) proceeds from acquisition and disposition of subsidiaries |
2,100 | 0 | (45 | ) | ||||||||
| Acquisition of business |
(6,065 | ) | 0 | 0 | ||||||||
| Change in restricted cash |
(1,041 | ) | (1,277 | ) | (1,337 | ) | ||||||
| Increase in agent receivables |
(286 | ) | (3,788 | ) | (9,480 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by (used in) investing activities |
418,956 | (539 | ) | 171,220 | ||||||||
|
|
|
|
|
|
|
|||||||
| Financing Activities |
||||||||||||
| Repayment of student loan credit facility |
(7,600 | ) | (8,600 | ) | (8,700 | ) | ||||||
| Repayment of term loan |
(362,500 | ) | 0 | 0 | ||||||||
| Change in cash overdraft. |
(2,607 | ) | (159 | ) | (6,804 | ) | ||||||
| Decrease in investment products |
(1,360 | ) | (1,414 | ) | (4,514 | ) | ||||||
| Excess tax benefits from equity-based compensation |
0 | (793 | ) | (1,123 | ) | |||||||
| Proceeds from shares issued to agent plans and other |
4,945 | 4,294 | 7,044 | |||||||||
| Purchases of treasury stock |
(10,563 | ) | (10,597 | ) | (9,718 | ) | ||||||
| Dividends paid to shareholders |
0 | 0 | (118,454 | ) | ||||||||
| Other financing activity |
(78 | ) | (77 | ) | 0 | |||||||
|
|
|
|
|
|
|
|||||||
| Net cash used in financing activities |
(379,763 | ) | (17,346 | ) | (142,269 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net change in cash and cash equivalents |
(1,850 | ) | 4,425 | (4,532 | ) | |||||||
| Cash and cash equivalents at beginning of period |
17,299 | 12,874 | 17,406 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents at end of period in continuing operations |
$ | 15,449 | $ | 17,299 | $ | 12,874 | ||||||
|
|
|
|
|
|
|
|||||||
| Supplemental disclosures of cash flow information: |
||||||||||||
| Interest paid (exclusive of the student loan credit facility) |
$ | 12,943 | $ | 18,511 | $ | 27,594 | ||||||
|
|
|
|
|
|
|
|||||||
| Interest paid under the student loan credit facility |
$ | 0 | $ | 0 | $ | 0 | ||||||
|
|
|
|
|
|
|
|||||||
| Federal income taxes paid, net of refunds |
$ | 5,881 | $ | 8,841 | $ | 21,532 | ||||||
|
|
|
|
|
|
|
|||||||
See accompanying notes to consolidated financial statements.
F-7
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION
ORGANIZATION
The consolidated financial statements include the accounts of HealthMarkets, Inc. and its subsidiaries, which are collectively referred to as the “Company” or “HealthMarkets.” HealthMarkets, Inc. is a holding company, the principal asset of which is its investment in its wholly owned subsidiary, HealthMarkets, LLC. HealthMarkets, LLC’s principal assets are its investments in its separate operating subsidiaries, including its regulated insurance subsidiaries and Insphere Insurance Solutions, Inc. (“Insphere”) (see Note 20 of Notes to Consolidated Financial Statements for condensed financial information of HealthMarkets, LLC).
HealthMarkets conducts its insurance businesses through its indirect wholly owned insurance company subsidiaries, The MEGA Life and Health Insurance Company (“MEGA”), Mid-West National Life Insurance Company of Tennessee (“Mid-West”), The Chesapeake Life Insurance Company (“Chesapeake”) and HealthMarkets Insurance Company (“HMIC”). MEGA is an insurance company domiciled in Oklahoma and is licensed to issue health, life and annuity insurance policies in the District of Columbia and all states except New York. Mid-West is an insurance company domiciled in Texas and is licensed to issue health, life and annuity insurance policies in Puerto Rico, the District of Columbia and all states except Maine, New Hampshire, New York, and Vermont. Chesapeake is an insurance company domiciled in Oklahoma and is licensed to issue health and life insurance policies in the District of Columbia and all states except New Jersey, New York and Vermont. HMIC is an insurance company domiciled in Oklahoma and is licensed to issue health and life insurance policies in the District of Columbia and all states except New York.
A group of private equity investors, including affiliates of The Blackstone Group, Goldman Sachs Capital Partners and Credit Suisse-DLJ Merchant Banking Partners (the “Private Equity Investors”) in the aggregate own approximately 87.0% of the Company’s outstanding shares. See Note 15 of Notes to Consolidated Financial Statements.
Business Segments
The Company operates four business segments: Commercial Health Division, Insphere, Corporate and Disposed Operations. Through the Company’s Commercial Health Division the Company underwrites and administers a broad range of health and life insurance and supplemental products. Insphere includes net commission revenue, agent incentives, marketing costs and costs associated with the creation and development of Insphere. Corporate includes investment income not allocated to the other segments, realized gains or losses, interest expense on corporate debt, the Company’s student loan business, general expenses relating to corporate operations and operations that do not constitute reportable operating segments. Disposed Operations includes the remaining run out of residual operations from the disposition of other businesses prior to 2010. (See Note 19 of Notes to Consolidated Financial Statements for financial information regarding our segments).
Nature of Operations
Through the Company’s Commercial Health Division, HealthMarkets’ insurance company subsidiaries administer and issue primarily health insurance policies covering individuals, families, the self-employed and small businesses. HealthMarkets’ plans are designed to accommodate individual needs and include basic hospital-medical expense plans, plans with preferred provider organizations (“PPO”) features, catastrophic hospital expense plans, as well as other supplemental types of coverage. Historically, the Company marketed
F-8
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
these products to the self-employed and individual markets through independent agents contracted with its insurance company subsidiaries. In the third quarter of 2010, the Company discontinued marketing its health benefit plans in all but a limited number of states. The Company will continue to focus its efforts on selling products underwritten by third-party carriers as well as marketing its own supplemental products.
In 2009, the Company formed Insphere, a Delaware corporation and a wholly owned subsidiary of HealthMarkets, LLC. Insphere serves as an authorized insurance agency in 50 states and the District of Columbia, specializing in the distribution to the small business and middle-income markets. Insphere distributes life, health, Medicare and long-term care insurance and supplemental products to these groups through a portfolio of products from nationally recognized insurance carriers. Insphere maintains marketing agreements for the distribution of these products with a variety of non-affiliated insurance carriers as well as the Company’s insurance subsidiaries. Insphere operates through independent insurance agents and is managed by licensed insurance agents employed by Insphere. As of December 31, 2012, Insphere had offices in 36 states with over 2,600 independent agents, of which approximately 1,800 agents on average write at least one health insurance application each month.
Concentrations
Insphere maintains marketing agreements for the distribution of health benefits plans with a number of non-affiliated insurance carriers as well as the Company’s insurance subsidiaries. The products offered by the third-party carriers and the Company’s insurance subsidiaries offer coverage and benefit variations that may fit one consumer better than another. In the markets where Insphere distributes these third-party carrier products, these products have, to a great extent, replaced the sale of the Company’s health benefit plans. During 2012, approximately 51% of the revenue recorded in Commissions and other income was generated through four third-party carriers with the top carrier generating approximately 22%.
During 2012, the Company’s insurance subsidiaries received approximately 56% of premium revenue from new and existing business from the following 10 states:
| Percentage | ||||
| California |
13 | % | ||
| Maine |
9 | % | ||
| Texas |
7 | % | ||
| Washington |
6 | % | ||
| Florida |
5 | % | ||
| Illinois |
5 | % | ||
| North Carolina |
3 | % | ||
| Pennsylvania |
3 | % | ||
| Georgia |
3 | % | ||
| Colorado |
2 | % | ||
|
|
|
|||
| 56 | % | |||
|
|
|
|||
BASIS OF PRESENTATION
The consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The more significant variances between GAAP and statutory accounting practices prescribed or permitted by regulatory authorities for insurance companies are:
F-9
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| • | fixed maturities classified as available for sale are carried at fair value under GAAP, rather than generally at amortized cost; |
| • | the deferral of new business acquisition costs under GAAP, rather than expensing them as incurred; |
| • | the determination of the liability for future policyholder benefits based on realistic assumptions under GAAP, rather than on statutory rates for mortality and interest; |
| • | the recording of reinsurance receivables as assets under GAAP rather than as reductions of liabilities; and |
| • | the exclusion of non-admitted assets for statutory purposes. |
Use of Estimates
Preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on management’s knowledge of current events and actions that the Company may take in the future. As such, actual results may differ from these estimates. The Company believes its critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. These critical accounting policies are as follows:
| • | the valuations of certain assets and liabilities require fair value estimates; |
| • | the recognition of premium revenue; |
| • | the recognition of commission revenue; |
| • | the estimate of claim liabilities; |
| • | the realization of deferred acquisition costs; |
| • | the carrying amount of goodwill and other intangible assets; |
| • | the amortization period of intangible assets; |
| • | stock-based compensation plan forfeitures; |
| • | the realization of deferred taxes; |
| • | reserves for contingencies, including reserves for losses in connection with unresolved legal and regulatory matters; and |
| • | other matters that affect the reported amounts and disclosure of contingencies in the financial statements. |
Estimates, by their nature, are based on judgment and available information. Therefore, actual results could differ from those estimates and could have a material impact on the consolidated financial statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies below relate to amounts reported in the consolidated financial statements.
F-10
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fair Value Measurement
The Company accounts for certain financial assets and liabilities under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). See Note 3 of Notes to Consolidated Financial Statements.
Investments
The Company’s fixed income investments include investments in U.S. treasury securities, U.S. government agencies bonds, corporate bonds, mortgage-backed and asset-backed securities, collateralized debt obligations and municipal auction rate securities and bonds, which are classified as “available for sale” on the Company’s consolidated balance sheet and reported at fair value. Short-term investments primarily consist of highly liquid money market funds and are generally carried at cost, which approximates fair value. Other investments primarily consist of investments in equity investees which are accounted for under the equity method of accounting. In addition, Short-term and other investments contain one investment recorded at fair value.
Premiums and discounts on mortgage-backed securities are amortized over a period based on estimated future principal payments, including prepayments. Prepayment assumptions are reviewed periodically and adjusted to reflect actual prepayments and changes in expectations. The most significant determinants of prepayments are the differences between interest rates of the underlying mortgages and current mortgage loan rates and the structure of the security. Other factors affecting prepayments include the size, type and age of underlying mortgages, the geographic location of the mortgaged properties and the creditworthiness of the borrowers. Variations from anticipated prepayments will affect the life and yield of these securities.
Realized gains and losses on sales of investments are recognized in net income on the specific identification basis. Unrealized investment gains and losses on available for sale securities, net of applicable deferred income tax, are reported in “Accumulated other comprehensive income (loss)” on the Company’s consolidated balance sheets as a separate component of stockholders’ equity and accordingly, have no effect on net income.
Purchases and sales of short-term financial instruments are part of investing activities, and not necessarily a part of the cash management program. Short-term financial instruments are classified as “Investments” on the consolidated balance sheets and are included in investing activities in the consolidated statements of cash flows.
Investments are reviewed at least quarterly, using both quantitative and qualitative factors, to determine if they have experienced an impairment of value that is considered other-than-temporary. In its review, management considers the following indicators of impairment: fair value significantly below cost; decline in fair value attributable to specific adverse conditions affecting a particular investment; decline in fair value attributable to specific conditions, such as conditions in an industry or in a geographic area; decline in fair value for an extended period of time; downgrades by rating agencies from investment grade to non-investment grade; financial condition deterioration of the issuer and situations where dividends have been reduced or eliminated or scheduled interest payments have not been made.
Additionally, the Company assesses whether the amortized cost basis will be recovered by comparing the present value of cash flows expected to be collected with the amortized cost basis of the investment. When the determination is made that an other-than-temporary impairment (“OTTI”) exists but the Company does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before the recovery of its remaining amortized cost basis, the Company will determine the amount of impairment related to a credit loss and the amount related to other factors. OTTI losses attributed to a credit loss are recorded in “Net impairment losses recognized in earnings” on the consolidated statements of operations. OTTI losses attributed to other factors are reported in “Accumulated other comprehensive income (loss)” on the consolidated
F-11
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
balance sheets as a separate component of stockholders’ equity and accordingly, have no effect on net income. See Note 4 of Notes to Consolidated Financial Statements.
Cash and Cash Equivalents
The Company classifies unrestricted cash on deposit in banks and amounts invested temporarily in various instruments with maturities of three months or less at the time of purchase as cash and cash equivalents on its consolidated balance sheets.
Student Loan Receivables
Student loan receivables consist of student loans issued through the Company’s Student Loan business and are carried at their unpaid principal balances, less any applicable allowance for losses. See Note 5 of Notes to Consolidated Financial Statements.
Restricted Cash
The Company’s restricted cash consists primarily of cash and cash equivalents held by a bankruptcy-remote special purpose entity to be used exclusively for the repayment of existing student loan borrowings. Additionally, restricted cash includes amounts utilized for purposes of servicing the Grapevine Finance LLC debt.
Reinsurance
In the ordinary course of business, the Company’s insurance company subsidiaries reinsure certain risks with other insurance companies. HealthMarkets remains primarily liable to the policyholders on ceded policies, with the other insurance company assuming the risk. Reinsurance receivables and prepaid reinsurance premiums are reported in “Agent and other receivables” on the consolidated balance sheets. In accordance with guidance provided in FASB ASC Topic 944-340, Other Assets and Deferred Costs, the Company reports the policy liabilities ceded to other insurance companies under “Policy liabilities” and records a corresponding asset as “Reinsurance recoverable — ceded policy liabilities” on its consolidated balance sheets. Insurance liabilities are reported before the effects of ceded reinsurance. The cost of reinsurance is accounted for over the terms of the underlying reinsured policies using assumptions consistent with those used to account for the policies. See Note 6 of Notes to Consolidated Financial Statements.
Agent and other receivables
Agent and other receivables primarily consists of amounts due from agents for advanced commissions paid, reinsurance receivables from other insurance companies and membership fees and dues from membership associations that make available the Company’s health insurance products to their members. Receivables are stated net of an estimated allowance for doubtful accounts. Agent and other receivables consisted of the following at December 31, 2012 and 2011:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| Agent receivables |
$ | 17,190 | $ | 21,396 | ||||
| Reinsurance receivable |
4,279 | 3,015 | ||||||
| Due from associations |
1,774 | 2,326 | ||||||
| Other receivables |
2,641 | 1,582 | ||||||
| Allowance for losses |
(4,083 | ) | (6,903 | ) | ||||
|
|
|
|
|
|||||
| $ | 21,801 | $ | 21,416 | |||||
|
|
|
|
|
|||||
F-12
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Allowance for Doubtful Accounts
The Company maintains an allowance for potential losses that could result from defaults or write-downs on various assets, which are estimated, based on historical collections, as well as management’s judgment regarding the likelihood to collect such amounts. The allowance for losses consists of the following:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| Student loan receivables |
$ | 7,449 | $ | 5,991 | ||||
| Agent receivables |
4,083 | 6,903 | ||||||
|
|
|
|
|
|||||
| $ | 11,532 | $ | 12,894 | |||||
|
|
|
|
|
|||||
Deferred Acquisition Costs (“DAC”)
The Company incurs various costs in connection with the origination and initial issuance of its health insurance policies, including underwriting and policy issuance costs and distribution costs (i.e., sales commissions paid to agents). The Company defers these costs and amortizes the deferred expense over the expected premium paying period of the policy, which approximates five years. Additionally, certain underwriting and policy issuance costs, which we determined to be more variable than fixed in nature are capitalized and amortized over the expected premium paying period of the policy. The Company also defers commissions paid to agents and premium taxes with respect to the portion of health premium collected but not yet earned.
The calculation of DAC requires the use of estimates based on actuarial valuation techniques. The Company reviews its actuarial assumptions and deferrable acquisition costs each year and, when necessary, revises such assumptions to more closely reflect recent experience. For policies in-force, the Company evaluates DAC to determine whether such costs are recoverable from future revenues. Any resulting adjustment is charged against net earnings.
The Company applied the provisions of ASU 2010-26 beginning January 1, 2012 and determined that certain underwriting and customer lead generation expenses were no longer deferrable under the new guidance. Under the transition guidance provided by ASU 2010-26, the Company has chosen to apply the retrospective method. The retrospective method requires the Company to record the cumulative effect of applying a change in accounting principle to all prior periods presented. See Recent Accounting Pronouncements below for additional information and the impact to the financial statements of this pronouncement.
Set forth below is an analysis of deferred costs of policies issued and the related deferral and amortization in each of the years then ended:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Deferred costs of policies issued: |
||||||||||||
| Beginning of year |
$ | 14,639 | $ | 24,828 | $ | 43,388 | ||||||
| Additions |
7,504 | 6,243 | 12,984 | |||||||||
| Amortization |
(8,689 | ) | (16,432 | ) | (31,544 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| End of year |
$ | 13,454 | $ | 14,639 | $ | 24,828 | ||||||
|
|
|
|
|
|
|
|||||||
F-13
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Property and Equipment
Property and equipment is stated at cost, less accumulated depreciation and amortization, and depreciated on a straight-line basis over their estimated useful lives (generally 3 to 7 years for furniture, software and equipment and 30 to 39 years for buildings). At December 31, 2012 and 2011 property and equipment consisted of the following:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| Land and improvements |
$ | 2,119 | $ | 2,119 | ||||
| Buildings and leasehold improvements |
30,451 | 31,202 | ||||||
| Software |
120,921 | 117,996 | ||||||
| Furniture and equipment |
18,034 | 44,371 | ||||||
|
|
|
|
|
|||||
| 171,525 | 195,688 | |||||||
| Less accumulated depreciation |
137,979 | 158,222 | ||||||
|
|
|
|
|
|||||
| Property and equipment, net |
$ | 33,546 | $ | 37,466 | ||||
|
|
|
|
|
|||||
Depreciation expense related to property and equipment for the years ended December 31, 2012, 2011 and 2010 is as follows:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Commercial Health Division |
$ | 4,018 | $ | 5,231 | $ | 9,066 | ||||||
| Insphere |
4,451 | 4,261 | 3,130 | |||||||||
| Corporate |
616 | 1,836 | 2,298 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total depreciation expense from continuing operations |
$ | 9,085 | $ | 11,328 | $ | 14,494 | ||||||
|
|
|
|
|
|
|
|||||||
In the second quarter of 2011, the Company classified as “Assets held for sale” on its consolidated balance sheet the value of one of its buildings and the adjoining land located on the campus of its home office in North Richland Hills, Texas. The value of the building and the land was reduced to the fair value based upon an acceptable offer the Company received from an unaffiliated third party. The offer was below the Company’s net book value and therefore the Company wrote-down the net book value of the building to fair value. The amount expensed in the second quarter as a result of the write-down of the building was approximately $544,000. In addition, the Company expensed approximately $111,000 during 2011 primarily related to broker commissions. The Company closed the sale during the first quarter of 2012.
During 2011, the Company evaluated the amortization period for certain software used in the Insphere segment for agent compensation resulting in an increase in the amortization period from 3 years to 5 years. The impact of this change in estimate reduced depreciation expense by $653,000 for 2011.
Goodwill and Other Intangibles
The Company accounts for goodwill and other intangibles in accordance with FASB ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”), which requires that goodwill and other intangible assets with
F-14
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
indefinite useful lives be tested for impairment at least annually, or more frequently if circumstances indicate an impairment may have occurred. The Company has selected November 1 as the date to perform its annual impairment test. An impairment loss would be recorded in the period such determination was made. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. See Note 7 of Notes to Consolidated Financial Statements.
Capitalized Debt Issuance Costs
Debt issuance costs primarily represent legal fees associated with the issuance of the term loan credit facility and the trust preferred securities, which were capitalized and recorded in “Other assets” on the consolidated balance sheets. These costs are amortized as interest expense over the life of the underlying debt using the effective interest method, which is recorded in “Interest expense” on the consolidated statements of operations. See Note 9 of Notes to Consolidated Financial Statements.
Future Policy and Contract Benefits
With respect to accident and health insurance, future policy benefits are primarily attributable to a return-of-premium (“ROP”) rider that the Company has issued with certain Commercial Health policies. The Company records an ROP liability to fund its longer-term obligations associated with the ROP rider. The future policy benefits for the ROP are computed using the net level premium method. A claim offset for actual benefits paid through the reporting date is applied to the ROP liability for all policies on a contract-by-contract basis.
Additional contract reserves are calculated for our supplemental and health insurance products for which the present value of future benefits exceed the present value of future valuation net premiums. “Valuation net premiums” refers to a series of net premiums wherein each premium is set as a constant proportion of expected gross premium over the life of the covered individual. This occurs when the premium rates are developed such that they will not increase at the same rate benefits increase over the period insurance coverage is in-force. These liabilities are typically calculated as the present value of future benefits, less the present value of future net premiums, computed using the net level premium method.
Traditional life insurance future policy benefit liabilities are computed using the net level premium. Future contract benefits related to annuity contracts are generally based on policy account values.
See Note 8 of Notes to Consolidated Financial Statements.
Claims Liabilities
Claims liabilities represent the estimated liabilities for claims reported and claims incurred but not yet reported. The Company uses the developmental method to estimate its health claim liabilities, which involves the use of completion factors for most incurral months, supplemented with additional estimation techniques, such as loss ratio estimates, in the most recent incurral months. This method applies completion factors to claim payments in order to estimate the ultimate amount of the claim. These completion factors are derived from historical experience and are dependent on the service dates of the claim payments. The completion factors are selected so that they are equally likely to be redundant as deficient. See Note 8 of Notes to Consolidated Financial Statements.
F-15
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Effective January 1, 2011, all claim payments are considered incurred on the date the service is rendered, regardless of whether the sickness or accident is distinct or the same as for a previous service. Prior to 2011, the majority of health insurance products offered through the Commercial Health Division establish the claims liabilities using the modified incurred date technique. Under the modified incurred date methodology, claims liabilities for the cost of all medical services related to the accident or sickness are generally recorded at the earliest date of diagnosis or treatment, even though the medical services associated with such accident or sickness might not be rendered to the insured until a later financial reporting period. See Change in Accounting Principle on Claim Liabilities below for discussion on the change in methodology from the modified incurred date technique to service date technique.
Change in Accounting Principle on Claim Liabilities
Effective January 1, 2011, the Company changed the method used to calculate its policy liabilities for the majority of its health insurance products because it believes that the new method will be preferable in light of, among other factors, certain changes required by Health Care Reform Legislation.
For the majority of health insurance products in the Commercial Health Division, the Company’s claims liabilities are estimated using the developmental method. The Company establishes the claims liabilities based upon claim incurral dates, supplemented with certain refinements as appropriate. Prior to January 1, 2011, for products introduced prior to 2008, the Company used a technique for calculating claims liabilities referred to as the Modified Incurred Date (“MID”) technique. Under the MID technique, claims liabilities for the cost of all medical services related to a distinct accident or sickness are based on the earliest date of diagnosis or treatment, even though the medical services associated with such accident or sickness might not be rendered to the insured until a later financial reporting period. Claims liabilities based on the earliest date of diagnosis generally result in larger initial claims liabilities which complete over a longer period of time than claims estimation techniques using dates of service. Under the MID technique, the Company modifies the original incurred date coding by establishing a new incurral date if: (i) there is a break of more than six months in the occurrence of a covered benefit service or (ii) if claims payments continue for more than thirty-six months without a six month break in service.
For products introduced in 2008 and later, claims payments were considered incurred on the date the service is rendered, regardless of whether the sickness or accident is distinct or the same. This is referred to as the Service Date (“SD”) technique. This is consistent with the assumptions used in the pricing of these products and the policy language. At December 31, 2010, the Company had claims liabilities for products using the SD technique in the amount of $10.6 million, representing approximately 8% of the total claims liabilities of the Commercial Health Division. The use of the SD technique in establishing claims liabilities requires the establishment of a future policy benefit reserve while the MID technique does not. For the reasons discussed below, we believe that it is preferable to estimate the Company’s claims liabilities using the SD technique, and to apply such technique for claims liabilities previously calculated based on the MID technique.
In March 2010, the Patient Protection and Affordable Care Act and a reconciliation measure, the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Care Reform Legislation”) was signed into law. The Health Care Reform Legislation requires, beginning in 2011, a mandated minimum loss ratio (“MLR”) of 80% for the individual and small group markets. If MLR is below the mandated minimum, the Health Care Reform Legislation generally requires that the insurer return the amount of premium that is in excess of the required MLR to the policyholder in the form of rebates. The MLR is calculated for each of our insurance subsidiaries on a state-by-state basis in each state where the Company has issued health benefit plan business. Department of Health and Human Services (“HHS”) rules indicate that the MLR calculation shall utilize data on incurred claims for the calendar year, paid through March of the following year.
F-16
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Any refund of premiums in excess of the required MLR will be based on the completion of claims three months after the calendar year end. Based on the MLR calculation requiring only three additional months of claims and the SD technique being the most prevalent method of estimating claims liabilities in the health insurance industry, the Company believes that the SD technique is the preferable method for calculating the MLR. The Company also believes that using the SD method for the settlement of the MLR calculation will reduce uncertainty regarding the ultimate amount of incurred claims, as the MID technique estimates claims over a longer settlement period. The calculation of the MLR using the Company’s current data results in claims for a given incurred year that are approximately 95% complete three months after the valuation date using the SD technique, whereas claims are approximately 82% complete 3 months after the valuation date using the MID technique. Additionally, the use of the MID technique for financial reporting purposes, with the settlement of the MLR calculated on a SD basis, may result in an over accrual of the claims liabilities on the financial statements as a result of the Company’s accrual for rebates in the MLR calculation.
In light of the changes resulting from the Health Care Reform Legislation, and given that the Company’s insurance contracts would support the use of either reserving technique, the Company, after discussions with its domiciliary insurance regulators on the preferred methodology for calculating rebates under the MLR requirements of the Health Care Reform Legislation, determined that the SD method is preferable in determining the estimation of its claims liabilities. For the in-force policies utilizing the MID technique for estimation of claims liabilities, effective January 1, 2011, the Company changed the method used to calculate its claims liabilities from the MID technique to the SD technique. Consistent with the Company’s products introduced in 2008 and later, the Company established a reserve for future policy benefits for products introduced prior to 2008.
The Company has determined it is impracticable to determine the period-specific effects of the change in reserving methodology from MID to SD on all prior periods since retrospective application requires significant estimates of amounts and it is impossible to distinguish objectively information about those estimates at previous reporting dates. Based on the guidance of ASC 250-10-45 Accounting Changes – Change in Accounting Principle if the cumulative effect of applying a change in accounting principle to all prior periods is determinable, but it is impracticable to determine the period-specific effects of that change to all prior periods presented, the cumulative effect of the change to the new accounting principle shall be applied to the carrying amounts of assets and liabilities as of beginning of the earliest period to which the new accounting principle can be applied. As such the Company accounted for the change effective January 1, 2011 by recording the cumulative effect of the change in accounting at that date.
Effective January 1, 2011, as a result of this change, the Company recorded the following: (i) a decrease in the amount of $77.9 million to claims and claims administration liabilities, (ii) an increase in the amount of $35.1 million to future policy and contract benefits, (iii) an increase in the amount of $15.0 million to deferred federal income tax liability and (iv) an increase in the amount of $27.8 million to retained earnings.
Unearned Premiums
Premiums on health insurance contracts are recognized as earned over the period of coverage on a pro rata basis. The Company records the portion of premiums unearned as a liability on its consolidated balance sheets.
Derivatives
Prior to April 11, 2011 the Company held derivative instruments, specifically interest rate swaps, which were accounted for in accordance with ASC 815 Derivatives and Hedging. Such interest rate swaps were
F-17
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
recorded at fair value, and were included in “Other liabilities” on the Company’s consolidated balance sheets prior to that period. The Company valued its derivative instruments using a third party. See Note 10 of Notes to Consolidated Financial Statements.
Book overdraft
Under our cash management system, checks issued but not yet presented to banks frequently result in overdraft balances for accounting purposes and are classified as “Accounts payable and accrued expenses” in the consolidated balance sheets. Changes in book overdrafts from period to period are reported in the consolidated statement of cash flows as a financing activity.
Recognition of Premium Revenues and Costs
Health Premiums
Health insurance policies issued by the Company are considered long-duration contracts. The contract provisions generally cannot be changed or canceled during the contract period; however, the Company may adjust premiums for health policies issued within prescribed guidelines and with the approval of state insurance regulatory authorities. Insurance premiums for health policies are recognized as earned over the premium payment periods of the policies. Benefits and expenses are matched with premiums so as to result in recognition of income over the term of the contract. This matching is accomplished by means of the provision for future policyholder benefits and expenses and the deferral and amortization of acquisition costs.
Life Premiums
Premiums on traditional life insurance are recognized as revenue when due. Benefits and expenses are matched with premiums so as to result in recognition of income over the term of the contract. This matching is accomplished by means of the provision for future policyholder benefits and expenses and the deferral and amortization of acquisition costs.
Premiums and annuity considerations collected on universal life-type and annuity contracts are recorded using deposit accounting, and are credited directly to an appropriate policy reserve account, without recognizing premium income. Revenues from universal life-type and annuity contracts are amounts assessed to the policyholder for the cost of insurance (mortality charges), policy administration charges and surrender charges and are recognized as revenue when assessed based on one-year service periods. Amounts assessed for services to be provided in future periods are reported as unearned revenue and are recognized as revenue over the benefit period. Contract benefits that are charged to expense include benefit claims incurred in the period in excess of related contract balances and interest credited to contract balances.
Commissions and Other Income
Commissions and other income primarily consist of commission revenue generated from the sale of both insurance products and association memberships by our Insphere agents. Additionally, other income is derived by the Commercial Health Division from ancillary services and membership marketing and administrative services provided to the membership associations that make available to their members the Company’s health insurance products. Income is recognized as services are provided.
F-18
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Recognition of Commission Revenues
Insphere and its agents distribute insurance products underwritten by the Company’s insurance subsidiaries, as well as third-party insurance products underwritten by non-affiliated insurance companies. The Company earns commissions for third-party insurance products sold by Insphere agents. The majority of our commission revenue is derived from insurance policies and association memberships that are billed monthly. The Company also receives a small percentage of commission revenue based on quarterly, semi-annual, and annual billing modes. For all billing modes the commission revenue is recognized as earned on a monthly basis beginning with the effective date of the insurance policy and continues as long as the policy continues to pay premium. For single premium annuity commission revenue, and other commissions that are received on a one-time basis commission revenues are recognized as of the effective date of the insurance policy or the date on which the policy premium is billed to the customer, whichever is later. Subsequent commission adjustments are recognized upon our receipt of notification concerning matters necessitating such adjustments from the insurance companies. Production bonuses, volume overrides and contingent commissions are recognized when determinable, either (i) when such commissions are received from insurance companies, (ii) when we receive formal notification of the amount of such payments or (iii) when the amounts of such payments can be reasonably estimated.
Underwriting, Acquisition and Insurance Expenses
Underwriting, acquisition and insurance expenses consist of direct expenses incurred across all insurance lines in connection with the issuance, maintenance and administration of in-force insurance policies. Set forth below is additional information concerning underwriting, acquisition and insurance expenses for the years ended December 31, 2012, 2011 and 2010:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Amortization of deferred policy acquisition costs |
$ | 8,689 | $ | 16,432 | $ | 31,544 | ||||||
| Administrative expenses |
44,245 | 43,810 | 68,724 | |||||||||
| Premium taxes |
10,869 | 15,666 | 18,744 | |||||||||
| Commissions |
6,326 | 19,527 | 41,187 | |||||||||
| Intangible asset amortization |
247 | 649 | 2,223 | |||||||||
| Variable stock compensation expense (benefit) |
606 | 619 | (1,682 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| $ | 70,982 | $ | 96,703 | $ | 160,740 | |||||||
|
|
|
|
|
|
|
|||||||
Guaranty Funds and Similar Assessments
The Company is assessed amounts by state guaranty funds to cover losses of policyholders of insolvent or rehabilitated insurance companies, by state insurance oversight agencies and by other similar legislative entities to cover the operating expenses of such agencies and entities. The Company is also assessed for other health related expenses of high-risk and health reinsurance pools maintained in the various states. These mandatory assessments may be partially recovered through a reduction in future premium taxes in certain states. At December 31, 2012 and 2011, the Company had accrued and reported in “Other liabilities” on its consolidated balance sheets, $2.8 million and $3.6 million, respectively, to cover the cost of these assessments. The Company expects to pay these assessments over a period of up to five years, and the Company expects to realize the allowable portion of the premium tax offsets and/or policy surcharges over a period of up to ten years. The Company incurred guaranty fund and other health related assessments of $3.2 million, $4.1 million and
F-19
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
$4.1 million in 2012, 2011 and 2010, respectively, recorded in “Underwriting, acquisition and insurance expenses” on its consolidated statements of operations.
Stock-Based Compensation
The Company accounts for its employee stock compensation in accordance with FASB ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). Employee stock options and restricted share awards are expensed at their grant date fair value. Employee awards with a cash settlement feature are re-measured each financial reporting date, based on the current share price of the Company’s stock, until settlement of the award. The Company has elected to recognize compensation costs for an award with graded vesting on a straight-line basis over the requisite service period for the entire award. As required under the guidance, the cumulative amount of compensation cost that the Company has recognized at any point in time is not less than the portion of the grant-date fair value of the award that is vested at that date.
The Company accounts for its non-employee stock compensation in accordance with FASB ASC Topic 505 Equity Subtopic 50 Equity-Based Payments to Non-Employees. Non-employee awards are initially expensed at grant date fair value. Compensation cost is re-measured at each financial reporting date, based on the current share price of the Company’s stock, until settlement of the award. The Company recognized compensation costs on a straight-line basis over the requisite service period for the entire award for plans effective after January 1, 2006. Compensation cost for plans effective before January 2006 is recognized over the required service period for each separately vesting portion of the award as if the award was multiple awards. See Note 13 of Notes to Consolidated Financial Statements ..
Other Expenses
Other expenses consist primarily of administrative expenses in our Corporate segment and agent compensation and administrative expenses in our Insphere segment.
Federal Income Taxes
Deferred income taxes are recorded to reflect the tax consequences of differences between the tax bases of assets and liabilities and their financial reporting amounts. In the event that the Company was to determine that it would not be able to realize all or part of its net deferred tax asset in the future, a valuation allowance would be recorded to reduce its deferred tax assets to the amount that it believes is more likely than not to be realized. Interest and penalties associated with uncertain income tax positions are classified as income taxes in the Company’s consolidated financial statements. See Note 11 of Notes to Consolidated Financial Statements.
Discontinued Operations
The Company reports the results of its former Special Risk Division operations as discontinued operations.
Net Income (Loss) Per Share
Basic earnings (loss) per share are calculated on the basis of the weighted-average number of unrestricted common shares outstanding. Diluted earnings (loss) per share is computed on the basis of the weighted-average number of unrestricted common shares outstanding plus the dilutive effect of outstanding employee stock options and other shares using the treasury stock method. See Note 14 of Notes to Consolidated Financial Statements.
F-20
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Reclassification
Certain amounts in the 2011 and 2010 financial statements have been reclassified to conform to the 2012 financial statement presentation. See Recent Accounting Pronouncements discussion below.
Recent Accounting Pronouncements
Effective January 1, 2012, the Company adopted Accounting Standards Update (“ASU”) ASU No. 2011-05 Presentation of Comprehensive Income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. Management elected to present the two-statement option.
In May 2011, the Financial Accounting Standards Board issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04). This update provides guidance on how fair value measurement should be applied where existing GAAP already requires or permits fair value measurements. In addition, ASU 2011-04 requires expanded disclosures regarding fair value measurements. ASU 2011-04 became effective for the Company’s fiscal year 2012. The adoption of the measurement guidance of ASU 2011-04 did not have a material impact on the Consolidated Financial Statements. The new disclosures have been included with the Company’s fair value disclosures in Note 3.
Effective January 1, 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU No. 2011-04 provides largely identical guidance about fair value measurement and disclosure requirements issued by International Financial Reporting Standards (“IFRS”). Issuing these standards completes a major project of the FASB and IFRS joint work effort to improve and converge IFRS and U.S. GAAP. The new standards do not extend the use of fair value but, rather, provide guidance about how fair value should be applied where it already is required or permitted under IFRS or U.S. GAAP. For U.S. GAAP, most of the changes are clarifications of existing guidance or wording changes to align with IFRS. Other than the additional disclosure requirements (see Note 3), the adoption of these changes had no impact on the Consolidated Financial Statements.
In October 2010, the Financial Accounting Standards Board issued ASU 2010-26, Financial Services—Insurance (ASC Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts (“ASU 2010-26”), which clarifies what costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. Costs that should be capitalized include (1) incremental direct costs of successful contract acquisition and (2) certain costs related directly to successful acquisition activities (underwriting, policy issuance and processing, medical and inspection, and sales force contract selling) performed by the insurer for the contract. Advertising costs should be included in deferred acquisition costs only if the capitalization criteria in the US GAAP direct-response advertising guidance are met. All other acquisition-related costs should be charged to expense as incurred.
The Company applied the provisions of ASU 2010-26 beginning January 1, 2012 and determined that certain underwriting and customer lead generation expenses were no longer deferrable under the new guidance. Under the transition guidance provided by ASU 2010-26, the Company has chosen to apply the retrospective
F-21
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
method. The retrospective method requires the Company to record the cumulative effect of applying a change in accounting principle to all prior periods presented. As a result of the change in accounting principle, the Company made the following adjustments:
| (a) | Adjusted the opening balance of the following items as of January 1, 2010: (i) reduced Deferred acquisition costs by $21.0 million, (ii) reduced Retained earnings by $13.6 million, and (iii) reduced Deferred federal income taxes by $7.3 million. |
| (b) | Adjusted the ending balance of the following items as of December 31, 2011: (i) reduced Deferred acquisition costs by $3.1 million, (ii) reduced Retained earnings by $2.0 million, and (iii) reduced Deferred federal income taxes by $1.1 million. |
| (c) | Restated the Consolidated Statements of Income for the year ended December 31, 2011 by the following amounts: (i) a decrease to Underwriting acquisition and insurance expenses in the amount of $4.7 million, (ii) an increase to Federal income tax expense in the amount of $1.7 million, (iii) an increase in Income from continuing operations and Net income in the amount of $3.1 million, and (iv) an increase in diluted earnings per share in the amount of $0.10. |
| (d) | Restated the Consolidated Statements of Income for the year ended December 31, 2010 by the following amounts: (i) a decrease to Underwriting acquisition and insurance expenses in the amount of $13.1 million, (ii) an increase to Federal income tax expense in the amount of $4.6 million, (iii) an increase in Income from continuing operations and Net income in the amount of $8.5 million, and (iv) an increase in diluted earnings per share in the amount of $0.28. |
3. FAIR VALUE MEASUREMENTS
In accordance with ASC 820, the Company categorizes its investments and certain other assets and liabilities recorded at fair value into a three-level fair value hierarchy as follows:
| • | Level 1 — Unadjusted quoted market prices for identical assets or liabilities in active markets which are accessible by the Company. |
| • | Level 2 — Observable prices in active markets for similar assets or liabilities. Prices for identical or similar assets or liabilities in markets that are not active. Directly observable market inputs for substantially the full term of the asset or liability, such as interest rates and yield curves at commonly quoted intervals, volatilities, prepayment speeds, default rates, and credit spreads. Market inputs that are not directly observable but are derived from or corroborated by observable market data. |
| • | Level 3 — Unobservable inputs based on the Company’s own judgment as to assumptions a market participant would use, including inputs derived from extrapolation and interpolation that are not corroborated by observable market data. |
The Company evaluates the various types of securities in its investment portfolio to determine the appropriate level in the fair value hierarchy based upon trading activity and the observability of market inputs. The Company employs control processes to validate the reasonableness of the fair value estimates of its assets and liabilities, including those estimates based on prices and quotes obtained from independent third party sources. The Company’s procedures generally include, but are not limited to, initial and ongoing evaluation of methodologies used by independent third parties and monthly analytical reviews of the prices against current pricing trends and statistics.
Where possible, the Company utilizes quoted market prices to measure fair value. For investments that have quoted market prices in active markets, the Company uses the quoted market price as fair value and includes
F-22
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
these prices in the amounts disclosed in Level 1 of the hierarchy. When quoted market prices in active markets are unavailable, the Company determines fair values using various valuation techniques and models based on a range of observable market inputs including pricing models, quoted market price of publicly traded securities with similar duration and yield, time value, yield curve, prepayment speeds, default rates and discounted cash flow. In most cases, these estimates are determined based on independent third party valuation information, and the amounts are disclosed in Level 2 of the fair value hierarchy. Generally, the Company obtains a single price or quote per instrument from independent third parties to assist in establishing the fair value of these investments.
If quoted market prices and independent third party valuation information are unavailable, the Company produces an estimate of fair value based on internally developed valuation techniques, which, depending on the level of observable market inputs, will render the fair value estimate as Level 2 or Level 3. On occasions when pricing service data is unavailable, the Company may rely on bid/ask spreads from dealers in determining the fair value. When dealer quotations are used to assist in establishing the fair value, the Company generally obtains one quote per instrument. The quotes obtained from dealers or brokers are generally non-binding. When dealer quotations are used, the Company uses the mid-mark as fair value. When broker or dealer quotations are used for valuation or price verification, greater priority is given to executable quotes. As part of the price verification process, valuations based on quotes are corroborated by comparison both to other quotes and to recent trading activity in the same or similar instruments.
To the extent the Company determines that a price or quote is inconsistent with actual trading activity observed in that investment or similar investments, or if the Company does not think the quote is reflective of the market value for the investment, the Company will internally develop a fair value using this observable market information and disclose the occurrence of this circumstance.
In accordance with ASC 820, the Company has categorized its available for sale securities into a three level fair value hierarchy based on the priority of inputs to the valuation techniques. The fair values of investments disclosed in Level 1 of the fair value hierarchy include money market funds and certain U.S. government securities, while the investments disclosed in Level 2 include the majority of the Company’s fixed income investments. In cases where there is limited activity or less transparency around inputs to the valuation, the Company classifies the fair value estimates within Level 3 of the fair value hierarchy. The Company performs analysis, at least quarterly, on the prices received from independent third party pricing services to determine whether the prices are reasonable and observable estimates of fair value. Changes between levels are determined by this analysis or when there has been an event or a change in circumstances in a security. Transfers between levels, if any, are recorded at the beginning of the reporting period in which the analysis, event or change in circumstance occurs. During the 12 months ended December 31, 2012, there were no transfers between Levels 1, 2 or 3.
As of December 31, 2012, all of the Company’s investments classified within Level 2 and Level 3 of the fair value hierarchy are valued based on quotes or prices obtained from independent third parties, except for $108.5 million of “Corporate debt and municipals” and $95.6 million of “Other bonds” classified as Level 2, and $38,000 of “Commercial-backed” investments classified as Level 3. The $108.5 million of “Corporate debt and municipals” investments classified as Level 2 includes $107.4 million of an investment grade corporate bond issued by UnitedHealth Group Inc. (“UnitedHealth Group”) that was received as consideration for the sale of the Company’s former Student Insurance Division in December 2006. The $95.6 million of “Other bonds” is an investment grade corporate bond received from a unit of the CIGNA Corporation as consideration for the receipt of the former Star HRG assets. The $204.1 million of “Corporate debt and municipals” and “Other bonds” investments classified as level 2 have been valued using observable prices in active markets for similar assets or by using market inputs that are derived from or corroborated by observable market data.
F-23
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fair Value Hierarchy on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations.
| Assets at Fair Value at December 31, 2012 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (In thousands) | ||||||||||||||||
| U.S. and U.S. Government agencies |
$ | 6,144 | $ | 14,916 | $ | 0 | $ | 21,060 | ||||||||
| Corporate debt and municipals |
0 | 218,450 | 0 | 218,450 | ||||||||||||
| Residential-backed issued by agencies |
0 | 28,569 | 0 | 28,569 | ||||||||||||
| Commercial-backed issued by agencies |
0 | 0 | 0 | 0 | ||||||||||||
| Residential-backed |
0 | 0 | 0 | 0 | ||||||||||||
| Commercial-backed |
0 | 0 | 38 | 38 | ||||||||||||
| Asset-backed |
0 | 1,334 | 0 | 1,334 | ||||||||||||
| Other bonds |
0 | 95,643 | 0 | 95,643 | ||||||||||||
| Other invested assets (1) |
0 | 0 | 1,838 | 1,838 | ||||||||||||
| Short-term investments (2) |
199,052 | 52,783 | 0 | 251,835 | ||||||||||||
|
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| $ | 205,196 | $ | 411,695 | $ | 1,876 | $ | 618,767 | |||||||||
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| (1) | Investments in entities that calculate net asset value per share |
| (2) | Amount excludes $17.9 million of investments not subject to fair value measurement. |
| Liabilities at Fair Value at December 31, 2012 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (In thousands) | ||||||||||||||||
| Agent and employee plans |
$ | 0 | $ | 0 | $ | 8,772 | $ | 8,772 | ||||||||
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| Assets at Fair Value at December 31, 2011 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (In thousands) | ||||||||||||||||
| U.S. and U.S. Government agencies |
$ | 4,556 | $ | 20,046 | $ | 0 | $ | 24,602 | ||||||||
| Corporate debt and municipals |
0 | 252,279 | 0 | 252,279 | ||||||||||||
| Residential-backed issued by agencies |
0 | 46,315 | 0 | 46,315 | ||||||||||||
| Commercial-backed issued by agencies |
0 | 625 | 0 | 625 | ||||||||||||
| Residential-backed |
0 | 0 | 0 | 0 | ||||||||||||
| Commercial-backed |
0 | 10,864 | 485 | 11,349 | ||||||||||||
| Asset-backed |
0 | 3,658 | 0 | 3,658 | ||||||||||||
| Other bonds |
0 | 89,371 | 0 | 89,371 | ||||||||||||
| Other invested assets (1) |
0 | 0 | 1,913 | 1,913 | ||||||||||||
| Short-term investments (2) |
606,485 | 0 | 0 | 606,485 | ||||||||||||
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| $ | 611,041 | $ | 423,158 | $ | 2,398 | $ | 1,036,597 | |||||||||
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| (1) | Investments in entities that calculate net asset value per share |
| (2) | Amount excludes $18.0 million of short-term other investments which is not subject to fair value measurement. |
F-24
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| Liabilities at Fair Value at December 31, 2011 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (In thousands) | ||||||||||||||||
| Agent and employee plans |
$ | 0 | $ | 0 | $ | 6,603 | $ | 6,603 | ||||||||
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The following is a description of the valuation methodologies used for certain assets and liabilities of the Company measured at fair value on a recurring basis, including the general classification of such assets pursuant to the valuation hierarchy.
Fixed Income Investments
Available for sale investments
The Company’s fixed income investments include investments in U.S. treasury securities, U.S. government agencies bonds, corporate bonds, mortgage-backed and asset-backed securities, and municipal bonds.
The Company estimates the fair value of its U.S. treasury securities using unadjusted quoted market prices, and accordingly, discloses these investments in Level 1 of the fair value hierarchy. The fair values of the majority of non-U.S. treasury securities held by the Company are determined based on observable market inputs provided by independent third party valuation information. The market inputs utilized in the pricing evaluation include but are not limited to, benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and industry and economic events. The Company classifies the fair value estimates based on these observable market inputs within Level 2 of the fair value hierarchy. Investments classified within Level 2 consist of U.S. government agencies bonds, corporate bonds, mortgage-backed and asset-backed securities, and municipal bonds.
The Company also holds one fixed income commercial asset-backed investment for which it estimates the fair value using an internal pricing matrix with some unobservable inputs that are significant to the valuation. Consequently, the lack of transparency in the inputs and availability of independent third party pricing information for this investment resulted in its fair value being classified within the Level 3 of the hierarchy. As of December 31, 2012, the fair value of such commercial asset-backed security which represents less than 0.01% of the Company’s total fixed income investments is reflected within the Level 3 of the fair value hierarchy. Since this security matured on January 15, 2013, there would be extremely minimal impact on the sensitivity of the fair market value measurement based on these unobservable inputs.
Other Invested Assets
The Company’s other invested assets consist of one alternative investment that owns a portfolio of collateralized debt obligation equity investments managed by a third party management group. The Company calculates the fair market value of such investment using the net asset value per share, which is determined based on unobservable inputs. Accordingly, the fair value of this asset is reflected within Level 3 of the fair value hierarchy. This investment is not subject to interest rate risk since loans are at floating rates based on LIBOR. The value of the fund is impacted by the default risk and credit quality of the assets in the CDO’s. The general market environment for CDO’s at any given time can also have an impact on market valuations. Significant changes in any of these inputs could result in significantly lower or higher fair value measurements.
F-25
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company has funded its entire commitment of $5.0 million to such equity investment. There are no redemption opportunities and the fund will terminate when the underlying collateralized debt obligation deals mature.
Short-term and Other Bonds
The Company’s short-term investments consists of highly liquid money market funds, which are reflected within Level 1 of the fair value hierarchy and investment grade highly liquid corporate bonds whose maturities at the time of acquisition were one year or less. The short-term bonds are reflected within Level 2 of the fair value hierarchy.
The “Other bonds” investments classified as Level 2 is an investment grade corporate bond received from a unit of the CIGNA Corporation as consideration for the receipt of the former Star HRG assets.
Agent and Employee Stock Plan
The Company accounts for its agent and certain employee stock plan liabilities based on the Company’s share price at the end of each reporting period. The Company’s share price at the end of each reporting period is based on the prevailing fair value as determined by the Company’s Board of Directors (see Note 13 of Notes to Consolidated Financial Statements). The Company largely uses unobservable inputs in deriving the fair value of its share price and the value is, therefore, reflected in Level 3 of the hierarchy.
Changes in Level 3 Assets and Liabilities
The tables below summarize the change in balance sheet carrying values associated with Level 3 financial instruments and agent and employee stock plans for the years ended December 2012 and December 31, 2011, respectively.
| Changes in Level 3 Assets and Liabilities Measured at Fair Value For the Year Ended December 31, 2012 |
||||||||||||||||||||||||||||
| Beginning Balance |
Unrealized Gains or (Losses) |
Sales | Settlements | Realized Gains or (Losses) |
Transfer in/(out) of Level 3, Net |
Ending Balance |
||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||
| Commercial-backed |
$ | 485 | $ | (15 | ) | $ | (438 | ) | $ | 6 | $ | 0 | $ | 0 | $ | 38 | ||||||||||||
| Other invested assets |
1,913 | (74 | ) | 0 | (1 | ) | 0 | 0 | 1,838 | |||||||||||||||||||
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| $ | 2,398 | $ | (89 | ) | $ | (438 | ) | $ | 5 | $ | 0 | $ | 0 | $ | 1,876 | |||||||||||||
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| LIABILITIES | ||||||||||||||||||||||||||||
| Agent and employee stock plans |
$ | 6,603 | $ | 274 | $ | 0 | $ | 1,895 | $ | 0 | $ | 0 | $ | 8,772 | ||||||||||||||
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F-26
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| Changes in Level 3 Assets and Liabilities Measured at Fair Value For the Year Ended December 31, 2011 |
||||||||||||||||||||||||||||
| Beginning Balance |
Unrealized Gains or (Losses) |
Sales | Settlements | Realized Gains or (Losses) |
Transfer in/(out) of Level 3, Net |
Ending Balance |
||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||
| Commercial-backed |
$ | 916 | $ | (36 | ) | $ | (406 | ) | $ | 11 | $ | 0 | $ | 0 | $ | 485 | ||||||||||||
| Other invested assets |
2,000 | (65 | ) | 0 | (22 | ) | 0 | 0 | 1,913 | |||||||||||||||||||
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| $ | 2,916 | $ | (101 | ) | $ | (406 | ) | $ | (11 | ) | $ | 0 | $ | 0 | $ | 2,398 | ||||||||||||
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| LIABILITIES | ||||||||||||||||||||||||||||
| Agent and employee stock plans |
$ | 6,238 | $ | 662 | $ | 0 | $ | (297 | ) | $ | 0 | $ | 0 | $ | 6,603 | |||||||||||||
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Financial Instruments Not Carried at Fair Value
In addition to the preceding disclosures on assets recorded at fair value in the consolidated balance sheets, FASB guidance also requires the disclosure of fair values for certain other financial instruments for which it is practicable to estimate fair value, whether or not such values are recognized in the consolidated balance sheets.
Non-financial instruments such as real estate, property and equipment, other current assets, deferred income taxes and intangible assets, and certain financial instruments such as policy liabilities are excluded from the fair value disclosures. Therefore, the fair value amounts cannot be aggregated to determine the underlying economic value.
The carrying value and estimated fair value classified by level of the fair value hierarchy for certain of our financial instruments at December 31, 2012 are disclosed in the table below:
| Estimated Fair Value at December 31, 2012 | ||||||||||||||||||||
| Carrying Value |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Assets: |
||||||||||||||||||||
| Other investments |
$ | 17,924 | $ | 0 | $ | 0 | $ | 17,924 | $ | 17,924 | ||||||||||
| Cash and cash equivalents |
15,449 | 0 | 15,449 | 0 | 15,449 | |||||||||||||||
| Student loan receivables |
41,891 | 0 | 0 | 34,723 | 34,723 | |||||||||||||||
| Restricted cash |
15,488 | 0 | 15,488 | 0 | 15,488 | |||||||||||||||
| Investment income due and accrued |
4,586 | 0 | 4,586 | 0 | 4,586 | |||||||||||||||
| Liabilities: |
||||||||||||||||||||
| Debt |
190,920 | 0 | 0 | 156,440 | 156,440 | |||||||||||||||
| Student loan credit facility |
52,450 | 0 | 0 | 31,785 | 31,785 | |||||||||||||||
F-27
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The carrying value and estimated fair value for certain of our financial instruments at December 31, 2011 are disclosed in the table below:
| December 31, 2011 | ||||||||
| Carrying Value |
Estimated Fair Value |
|||||||
| Assets: |
||||||||
| Other investments |
$ | 18,017 | $ | 18,017 | ||||
| Cash and cash equivalents |
17,299 | 17,299 | ||||||
| Student loan receivables |
50,733 | 39,991 | ||||||
| Restricted cash |
14,447 | 14,447 | ||||||
| Investment income due and accrued |
4,007 | 4,007 | ||||||
| Liabilities: |
||||||||
| Debt |
553,420 | 505,195 | ||||||
| Student loan credit facility |
60,050 | 39,506 | ||||||
The following methods, assumptions and inputs were used to estimate the fair value of each class of financial instrument:
Other investments: Other investments primarily consist of investments in equity investees, which are accounted for under the equity method of accounting. As these investments are not actively traded and the corresponding inputs are derived from internal estimates, they are classified as Level 3.
Cash and cash equivalents and restricted cash: The carrying amounts reported in the consolidated balance sheets for these items approximate fair value because of the short term nature of these items. As these financial instruments are not actively traded, their respective fair values are classified as Level 2.
Investment income due and accrued: The carrying amounts reported in the consolidated balance sheets for this item approximate fair value because of the short term nature of this item. As this financial asset is not actively traded, the respective fair value is classified as Level 2.
Student loan receivables: Fair values are estimated using discounted cash flow analyses and interest rates currently being offered for similar loans to borrowers with similar credit ratings and maturities. Loans with similar characteristics are aggregated for purposes of the calculations. As these assets are not actively traded and the corresponding inputs are derived from internal estimates, they are classified as Level 3.
Debt: The fair value was based on quoted market prices and yields for securities with similar characteristics, including industry, ratings, maturity and capital structure (bond or preferred stock). Adjustments to the yield were made for differences in these characteristics. As there is no HealthMarkets debt that is publicly traded to use as a comparison, all debt was classified in Level 3.
Student loan credit facility: Fair values for student loan debt are obtained from discounted cash flow analyses based on current incremental borrowing rates for similar types of borrowing arrangements. This debt is not actively traded and the corresponding inputs are derived from internal estimates that are not corroborated by observable market data. As a result, Student loan debt is classified as Level 3.
F-28
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
4. INVESTMENTS
The Company’s investments consist of the following at December 31, 2012 and 2011:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| Fixed maturities - available for sale |
$ | 365,094 | $ | 428,199 | ||||
| Short-term and other investments |
271,597 | 626,415 | ||||||
|
|
|
|
|
|||||
| Total investments |
$ | 636,691 | $ | 1,054,614 | ||||
|
|
|
|
|
|||||
At December 31, 2012 and 2011, available for sale fixed maturities were reported at fair value which was derived as follows:
| December 31, 2012 | ||||||||||||||||||||
| Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Non-Credit
Loss Recognized in OCI |
Fair Value | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| U.S. and U.S. Government agencies |
$ | 20,558 | $ | 504 | $ | (2 | ) | $ | 0 | $ | 21,060 | |||||||||
| Corporate bonds and municipals |
198,551 | 19,939 | (40 | ) | 0 | 218,450 | ||||||||||||||
| Residential-backed issued by agencies |
26,594 | 1,978 | (3 | ) | 0 | 28,569 | ||||||||||||||
| Commercial-backed |
38 | 0 | 0 | 0 | 38 | |||||||||||||||
| Asset-backed |
1,299 | 35 | 0 | 0 | 1,334 | |||||||||||||||
| Other |
78,396 | 17,247 | 0 | 0 | 95,643 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total fixed maturities |
$ | 325,436 | $ | 39,703 | $ | (45 | ) | $ | 0 | $ | 365,094 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| December 31, 2011 | ||||||||||||||||||||
| Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Non-Credit
Loss Recognized in OCI |
Fair Value | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| U.S. and U.S. Government agencies |
$ | 23,876 | $ | 726 | $ | 0 | $ | 0 | $ | 24,602 | ||||||||||
| Corporate bonds and municipals |
233,925 | 19,169 | (815 | ) | 0 | 252,279 | ||||||||||||||
| Residential-backed issued by agencies |
43,236 | 3,080 | (1 | ) | 0 | 46,315 | ||||||||||||||
| Commercial-backed issued by agencies |
611 | 14 | 0 | 0 | 625 | |||||||||||||||
| Commercial-backed |
11,097 | 252 | 0 | 0 | 11,349 | |||||||||||||||
| Asset-backed |
3,807 | 145 | (13 | ) | (281 | ) | 3,658 | |||||||||||||
| Other |
78,396 | 10,975 | 0 | 0 | 89,371 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total fixed maturities |
$ | 394,948 | $ | 34,361 | $ | (829 | ) | $ | (281 | ) | $ | 428,199 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
F-29
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The amortized cost and fair value of available for sale fixed maturities at December 31, 2012, by contractual maturity, are set forth in the table below. Fixed maturities subject to early or unscheduled prepayments have been included based upon their contractual maturity dates. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| December 31, 2012 | ||||||||
| Amortized Cost |
Fair Value |
|||||||
| (In thousands) | ||||||||
| Maturity: |
||||||||
| One year or less |
$ | 33,827 | $ | 34,081 | ||||
| Over 1 year through 5 years |
129,746 | 144,787 | ||||||
| Over 5 years through 10 years |
128,766 | 150,680 | ||||||
| Over 10 years |
5,166 | 5,605 | ||||||
|
|
|
|
|
|||||
| 297,505 | 335,153 | |||||||
| Mortgage-backed and asset-backed securities |
27,931 | 29,941 | ||||||
|
|
|
|
|
|||||
| Total fixed maturities |
$ | 325,436 | $ | 365,094 | ||||
|
|
|
|
|
|||||
The Company minimizes its credit risk associated with its fixed maturities portfolio by investing primarily in investment grade securities. Included in fixed maturities is a concentration of mortgage-backed and asset-backed securities. At December 31, 2012, the Company had a carrying amount of $29.9 million of mortgage-backed and asset-backed securities, of which $28.5 million were government backed and $1.4 million were rated AAA by external rating agencies. At December 31, 2011, the Company had a carrying amount of $61.9 million of mortgage-backed and asset-backed securities, of which $46.9 million were government backed, $13.3 million were rated AAA, $485,000 were rated AA, and $1.2 million were rated BBB or less by external rating agencies. Additionally, the Company has no direct exposure to subprime investments.
The Company regularly monitors its investment portfolio to attempt to minimize its concentration of credit risk in any single issuer. Set forth in the table below is a schedule of all investments representing greater than 1% of the Company’s aggregate investment portfolio at December 31, 2012 and 2011, excluding investments in U.S. Government securities:
| December 31, | ||||||||||||||||
| 2012 | 2011 | |||||||||||||||
| Carrying Amount |
% of
Total Carrying Value |
Carrying Amount |
% of
Total Carrying Value |
|||||||||||||
| (Dollars in thousands) | ||||||||||||||||
| Issuer — Fixed Maturities: |
||||||||||||||||
| UnitedHealth Group(1) |
$ | 107,366 | 16.9 | % | $ | 105,565 | 10.0 | % | ||||||||
| Cigna Corporation(2) |
95,643 | 15.0 | % | 89,371 | 8.5 | % | ||||||||||
| Issuer — Short-term investments (3): |
||||||||||||||||
| Fidelity Institutional Government Fund |
$ | 133,791 | 21.0 | % | $ | 478,841 | 45.4 | % | ||||||||
| Invesco STIT Government Fund |
64,629 | 10.2 | % | 89,215 | 8.5 | % | ||||||||||
| First American Treasury Obligations Fund |
0 | 0.0 | % | 37,797 | 3.6 | % | ||||||||||
| (1) | Represents $94.8 million face value security received from the purchaser as consideration upon sale of our former Student Insurance Division on December 1, 2006. |
F-30
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| (2) | Represents $78.4 million face value security received from the purchaser as consideration upon sale of our former Star HRG Division in July 2006. |
| (3) | Funds are diversified institutional money market funds that invest solely in United States dollar denominated money market securities. |
As of December 31, 2012, the largest concentration in any one investment grade corporate bond was $107.4 million ($94.8 million face value), which represented 16.9% of total invested assets. This security was received from UnitedHealth Group as payment on the sale of the Company’s former Student Insurance Division. This security is carried at fair value which is derived by a similar publicly traded UnitedHealth Group security. The Company maintains a $75 million credit default insurance policy on this bond, reducing its default exposure to $32.4 million, or 5.1% of total invested assets. Additionally the Company holds a $78.4 million face value security received from the purchaser as consideration for the sale of our former Star HRG Division in July 2006. This security is held in a bankruptcy remote entity with the Company’s exposure limited to its residual investment of approximately $7.2 million at December 31, 2012. In addition to the security the Company received a guarantee agreement pursuant to which CIGNA Corporation unconditionally guaranteed the payment when due. This security is carried at fair value which is derived from a similar publicly traded CIGNA security (see Note 9 of Notes to Consolidated Financial Statements). The largest concentration in any one non-investment grade corporate bond was $3.0 million, which represented less than 1% of total invested assets. The largest exposure to any one industry by our insurance carriers was less than 6% of total invested assets.
Under the terms of various reinsurance agreements, the Company is required to maintain assets in escrow with a fair value equal to the statutory reserves assumed under the reinsurance agreements. Under these agreements, the Company had on deposit, securities with a fair value of $34.9 million and $36.7 million as of December 31, 2012 and 2011, respectively. In addition, the Company’s domestic insurance company subsidiaries had securities with a fair value of $26.5 million and $26.4 million on deposit with insurance departments in various states at December 31, 2012 and 2011, respectively.
Investment Income
A summary of net investment income sources is set forth below:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Fixed maturities |
$ | 18,232 | $ | 24,144 | $ | 35,327 | ||||||
| Short-term and other investments |
2,731 | 1,383 | 3,101 | |||||||||
| Agent receivables |
1,275 | 1,297 | 1,414 | |||||||||
| Student loan interest income |
2,825 | 3,236 | 4,110 | |||||||||
|
|
|
|
|
|
|
|||||||
| Gross investment income |
25,063 | 30,060 | 43,952 | |||||||||
| Less investment expenses |
1,211 | 2,032 | 1,706 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net investment income |
$ | 23,852 | $ | 28,028 | $ | 42,246 | ||||||
|
|
|
|
|
|
|
|||||||
F-31
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Realized and Unrealized Gains and Losses
Realized gains and losses and net impairment losses recognized in earnings and the change in unrealized investment gains and (losses) on fixed maturities, equity securities and other investments are summarized as follows:
| Fixed Maturities |
Equity Securities |
Other Investments |
Gains (Losses) on Investments |
|||||||||||||
| (In thousands) | ||||||||||||||||
| For The Year Ended December 31: |
||||||||||||||||
| 2012 |
||||||||||||||||
| Realized |
$ | (163 | ) | $ | 0 | $ | (36 | ) | $ | (199 | ) | |||||
| Net impairment losses recognized in earnings |
0 | 0 | 0 | 0 | ||||||||||||
| Change in unrealized |
6,407 | 0 | (84 | ) | 6,323 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Combined |
$ | 6,244 | $ | 0 | $ | (120 | ) | $ | 6,124 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 2011 |
||||||||||||||||
| Realized |
$ | 9,053 | $ | 0 | $ | (111 | ) | $ | 8,942 | |||||||
| Net impairment losses recognized in earnings |
0 | 0 | 0 | 0 | ||||||||||||
| Change in unrealized |
(1,494 | ) | 0 | (65 | ) | (1,559 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Combined |
$ | 7,559 | $ | 0 | $ | (176 | ) | $ | 7,383 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 2010 |
||||||||||||||||
| Realized |
$ | 5,819 | $ | (4 | ) | $ | 0 | $ | 5,815 | |||||||
| Net impairment losses recognized in earnings |
(765 | ) | 0 | 0 | (765 | ) | ||||||||||
| Change in unrealized |
21,194 | 0 | 1,117 | 22,311 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Combined |
$ | 26,248 | $ | (4 | ) | $ | 1,117 | $ | 27,361 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
Fixed Maturities
A summary of the proceeds and gross realized gains and losses from the sale, maturity and call of fixed maturities is set forth below:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Proceeds |
$ | 86,537 | $ | 266,234 | $ | 211,317 | ||||||
| Gross realized gains |
$ | 423 | $ | 9,053 | $ | 5,819 | ||||||
| Gross realized losses |
(586 | ) | 0 | 0 | ||||||||
| Impairment losses recognized in earnings |
0 | 0 | (765 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Net realized gains or (losses) |
$ | (163 | ) | $ | 9,053 | $ | 5,054 | |||||
|
|
|
|
|
|
|
|||||||
During 2012, the Company recorded an adjustment of $586,000 to reduce earnings related to one corporate bond previously sold in 2011. In 2011, upon the sale of this investment, the Company should have reclassified into earnings the amount of OTTI in Other Comprehensive Income related to this.
F-32
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Equity Securities
During the years ended December 31, 2012 and 2011, the Company recorded no gains or losses on the sale of equity securities. During the year ended December 31, 2010, the Company recorded no gains and recorded a realized loss of $4,000 related to the sale of one equity security.
Other-Than-Temporary Impairment (“OTTI”)
The Company did not recognize an OTTI loss in earnings during 2012 and 2011.
During 2010, the Company recognized $765,000 of OTTI losses on one collateralized debt obligation which the Company deemed to be an other-than-temporary reduction. Negative credit developments on the underlying collateral of this security made it likely that the bond would lose all principal. These OTTI losses were therefore attributable to credit losses and, as such, were recorded in “Net impairment losses recognized in earnings” on the consolidated statement of operations. No OTTI losses were recognized in “Accumulated other comprehensive income” during 2010.
Set forth below is a summary of cumulative OTTI losses on debt securities held by the Company at December 31, 2012, a portion of which has been recognized in “Net impairment losses recognized in earnings” on the consolidated statement of operations and a portion of which has been recognized in “Accumulated other comprehensive income (loss)” on the consolidated balance sheet:
| Cumulative OTTI Credit Losses Recognized for Securities Still January 1, 2012 |
Additions to OTTI Securities Where No Credit Losses Were Recognized Prior to January 1, 2012 |
Additions to OTTI Securities Where Credit Losses have been Recognized Prior to January 1, 2012 |
Reductions for Securities Sold During the Period (Realized) |
Reductions for Increases in Cash Flows Expected to be Collected that are Recognized Over the Remaining Life of the Security |
Cumulative OTTI Credit Losses Recognized for Securities Still Held at December 31, 2012 |
|||||||||||||||
| (In thousands) | ||||||||||||||||||||
| $3,518 |
$ | 0 | $ | 0 | $ | (152 | ) | $ | 0 | $ | 3,366 | |||||||||
| Cumulative OTTI Credit Losses Recognized for Securities Still Held at January 1, 2011 |
Additions to OTTI Securities Where No Credit Losses Were Recognized Prior to January 1, 2011 |
Additions to OTTI Securities Where Credit Losses have been Recognized Prior to January 1, 2011 |
Reductions for Securities Sold During the Period (Realized) |
Reductions for Increases in Cash Flows Expected to be Collected that are Recognized Over the Remaining Life of the Security |
Cumulative OTTI Credit Losses Recognized for Securities Still Held at December 31, 2011 |
|||||||||||||||
| (In thousands) | ||||||||||||||||||||
| $3,518 |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 3,518 | ||||||||||
F-33
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Unrealized Gains and Losses
Fixed Maturities
Set forth below is a summary of gross unrealized losses in its fixed maturities as of December 31, 2012 and 2011:
| December 31, 2012 | ||||||||||||||||||||||||
| Unrealized Loss Less than 12 Months |
Unrealized Loss 12 Months or Longer |
Total | ||||||||||||||||||||||
| Description of Securities |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
| U.S. and U.S. Government agencies |
$ | 1,688 | $ | 2 | $ | 0 | $ | 0 | $ | 1,688 | $ | 2 | ||||||||||||
| Collateralized debt obligations |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| Residential-backed issued by agencies |
837 | 3 | 0 | 0 | 837 | 3 | ||||||||||||||||||
| Commercial-backed issued by agencies |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| Residential-backed |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| Commercial-backed |
38 | 0 | 0 | 0 | 38 | 0 | ||||||||||||||||||
| Asset-backed |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| Corporate bonds and municipals |
801 | 15 | 2,974 | 25 | 3,775 | 40 | ||||||||||||||||||
| Other |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 3,364 | $ | 20 | $ | 2,974 | $ | 25 | $ | 6,338 | $ | 45 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| December 31, 2011 | ||||||||||||||||||||||||
| Unrealized Loss Less than 12 Months |
Unrealized Loss 12 Months or Longer |
Total | ||||||||||||||||||||||
| Description of Securities |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
| U.S. and U.S. Government agencies |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
| Collateralized debt obligations |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| Residential-backed issued by agencies |
989 | 1 | 0 | 0 | 989 | 1 | ||||||||||||||||||
| Commercial-backed issued by agencies |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| Residential-backed |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| Commercial-backed |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| Asset-backed |
264 | 13 | 924 | 0 | 1,188 | 13 | ||||||||||||||||||
| Corporate bonds and municipals |
6,291 | 122 | 20,160 | 693 | 26,451 | 815 | ||||||||||||||||||
| Other |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 7,544 | $ | 136 | $ | 21,084 | $ | 693 | $ | 28,628 | $ | 829 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Unrealized Losses Less Than 12 Months
Of the $20,000 in unrealized losses that had existed for less than twelve months at December 31, 2012, no security had an unrealized loss in excess of 10% of the security’s cost.
Unrealized Losses 12 Months or Longer
Of the $25,000 in unrealized losses that had existed for twelve months or longer at December 31, 2012, no security had an unrealized loss in excess of 10% of the security’s cost.
F-34
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
All issuers of securities we own remain current on all contractual payments. The Company continually monitors investments with unrealized losses that have existed for twelve months or longer and considers such factors as the current financial condition of the issuer, credit ratings, performance of underlying collateral and effective yields. Additionally, the Company considers whether it has the intent to sell the security and whether it is more likely than not that the Company will be required to sell the debt security before the fair value reverts to its cost basis, which may be at maturity of the security. Based on such review, the Company believes that, as of December 31, 2012, the unrealized losses in these investments were caused by an increase in market interest rates and tighter liquidity conditions in the current markets than when the securities were purchased and therefore, is temporary.
It is at least reasonably probable the Company’s assessment of whether the unrealized losses are other than temporary may change over time, given, among other things, the dynamic nature of markets or changes in the Company’s assessment of its ability or intent to hold impaired investment securities, which could result in the Company recognizing other-than-temporary impairment charges or realized losses on the sale of such investments in the future.
Equity Securities
The Company had no gross unrealized investment gains or losses on equity securities at December 31, 2012 and 2011.
5. STUDENT LOAN RECEIVABLES
Through its student loan funding vehicles, CFLD-I, Inc. (“CFLD-I”) and UICI Funding Corp. 2 (“UFC2”), the Company holds alternative (i.e., non-federally guaranteed) student loans extended to students at selected colleges and universities. The Company’s insurance subsidiaries previously offered an interest-sensitive whole life insurance product with a child term rider. The child term rider included a special provision under which private student loans to help fund the insured child’s higher education could be made available, subject to the terms, conditions and qualifications of the policy and the child term rider. Pursuant to the terms of the child term rider, the making of any student loan is expressly conditioned on the availability of a guarantee for the loan at the time the loan is made. During 2003, the Company discontinued offering the child term rider; however, for policies previously issued, outstanding potential commitments to fund student loans extend through 2026.
The Company’s arrangements with the third-party bank previously originating student loans terminated in 2010. To date, the Company has been unable to identify a new lender and there can be no assurance that such a lender will be identified in the future. In addition, as discussed above, the making of any student loan is expressly conditioned on the availability of a guarantee for the loan, and there is no longer a guarantor for the student loan program. As a result, loans under the child term rider are not available at this time. The Company does not believe this will have a material impact to the consolidated financial statements.
F-35
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Loans issued to students are limited to the cost of school or prescribed maximums, and are generally collateralized by the related insurance policy and the co-signature of a parent or guardian. Set forth below is a summary of student loan receivables at December 31, 2012 and 2011:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| Student loans |
$ | 49,340 | $ | 56,724 | ||||
| Allowance for losses |
(7,449 | ) | (5,991 | ) | ||||
|
|
|
|
|
|||||
| Total student loan receivables |
$ | 41,891 | $ | 50,733 | ||||
|
|
|
|
|
|||||
The provision for losses on student loans is summarized as follows:
| December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Balance at beginning of year |
$ | 5,991 | $ | 4,108 | $ | 12,032 | ||||||
| Provision for losses expense |
1,867 | 2,130 | 3,212 | |||||||||
| Amounts charge-off during the period |
(867 | ) | (1,049 | ) | (11,661 | ) | ||||||
| Recoveries of charged-off loans |
458 | 802 | 525 | |||||||||
|
|
|
|
|
|
|
|||||||
| Balance at end of year |
$ | 7,449 | $ | 5,991 | $ | 4,108 | ||||||
|
|
|
|
|
|
|
|||||||
Approximately $40.8 million and $49.4 million of student loans at December 31, 2012 and 2011, respectively, were pledged to secure payment of secured student loan indebtedness (see Note 9 of Notes to Consolidated Financial Statements).
A portion of the student loans issued are guaranteed 100% as to principal and accrued interest. The Education Resources Institute, Inc. (“TERI”) serves as the guarantor on the majority of guaranteed student loans. On April 7, 2008, TERI filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (In Re The Education Resources Institute, Inc.), in the United States Bankruptcy Court for the District of Massachusetts, Eastern Division, Case No. 08-12540. On October 16, 2008, CFLD-I and UFC2 each filed a proof of claim in this matter seeking amounts owing to them by TERI in connection with the guaranty agreements. As a result of TERI’s bankruptcy, during 2008, the Company increased its allowance for doubtful accounts related to student loans guaranteed by TERI. During 2010, the Company charged off approximately $11.7 million of student loans against the provision for loan losses, primarily as a result of the TERI bankruptcy.
The Company monitors the credit quality of its student loan receivables by evaluating various factors and utilizing such information in the assessment of the adequacy of the allowance for credit losses. The key credit quality indicators the Company generally uses are net charge-offs to gross student loan receivables and student loan receivable aging trends. During the year ended December 31, 2012, the charge-offs (net of recoveries) were $867,000 or 1.76% of the total outstanding balance of student loans. This percentage is down 9 basis points from 1.85% as of December 31, 2011. Additionally, the Company analyzes receivable aging trends and as of December 31, 2012, the amount of loans in repayment that were more than ninety days or more past due was $1.5 million compared to $1.5 million at December 31, 2011. Although the total amount of loans in repayment were ninety or more days past due decreased slightly during this period, the percentage of loans more than ninety days past due relative to total loans in repayment increased 15 basis points from 3.56% as of December 31, 2011
F-36
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
to 3.90% as of December 31, 2012. While the above indicators show mixed results for the current period, based on current repayment trends, charge-off rates and other student loan receivables data, the Company’s provision for loan losses of $7.4 million appears to be sufficient.
Interest rates on student loans are principally variable (prime plus 2%). The Company recognized interest income from the student loans of $2.8 million, $3.2 million and $4.1 million in 2012, 2011 and 2010, respectively, which is included in “Investment income” on its consolidated statements of operations. At December 31, 2012 and 2011, accrued interest on student loans was $1.4 million and $1.5 million and, respectively, and was included in “Investment income due and accrued” on the Company’s consolidated balance sheets.
6. REINSURANCE
The Company’s insurance subsidiaries, in the ordinary course of business, reinsure certain risks with other insurance companies. These arrangements provide greater diversification of risk and limit the maximum net loss potential arising from large risks. To the extent that reinsurance companies are unable to meet their obligations under the reinsurance agreements, the Company remains liable.
The reinsurance receivable at December 31, 2012 and 2011 was as follows:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| Paid losses recoverable |
$ | 2,018 | $ | 167 | ||||
| Other — net |
2,261 | 2,848 | ||||||
|
|
|
|
|
|||||
| Total reinsurance receivable |
$ | 4,279 | $ | 3,015 | ||||
|
|
|
|
|
|||||
At December 31, 2012 and 2011, reinsurance receivables were included in “Agent and other receivables” on the consolidated balance sheets. Additionally, at December 31, 2012 and 2011, reinsurance payables were $3.9 million and $9.1 million, respectively and were included in “Other liabilities” on the consolidated balance sheets. Reinsurance amounts include premiums ceded and expenses ceded to various reinsurers that were not yet settled at the balance sheet date.
Amounts included in “Reinsurance recoverable — ceded policy liabilities” on the consolidated balance sheets primarily represent business ceded to Wilton Reassurance Company (“Wilton”) as disclosed in the table below:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| Wilton |
$ | 352,329 | $ | 345,635 | ||||
| Other |
17,983 | 17,504 | ||||||
|
|
|
|
|
|||||
| Total coinsurance arrangements |
$ | 370,312 | $ | 363,139 | ||||
|
|
|
|
|
|||||
F-37
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The effects of reinsurance transactions reflected in the consolidated financial statements are as follows:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Premiums Written: |
||||||||||||
| Direct |
$ | 515,121 | $ | 603,259 | $ | 798,027 | ||||||
| Assumed |
1,568 | 878 | 937 | |||||||||
| Ceded |
(62,481 | ) | (66,819 | ) | (72,960 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net Written |
$ | 454,208 | $ | 537,318 | $ | 726,004 | ||||||
|
|
|
|
|
|
|
|||||||
| Premiums Earned: |
||||||||||||
| Direct |
$ | 519,608 | $ | 610,428 | $ | 809,426 | ||||||
| Assumed |
1,624 | 1,032 | 1,077 | |||||||||
| Ceded |
(62,491 | ) | (66,803 | ) | (73,052 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net Earned |
$ | 458,741 | $ | 544,657 | $ | 737,451 | ||||||
|
|
|
|
|
|
|
|||||||
| Ceded benefits and settlement expenses |
$ | 48,966 | $ | 41,272 | $ | 37,941 | ||||||
|
|
|
|
|
|
|
|||||||
2008 Coinsurance Arrangements
In connection with the Company’s exit from the Life Insurance Division business, Wilton agreed, effective July 1, 2008, to reinsure on a 100% coinsurance basis substantially all of the insurance policies associated with the Company’s Life Insurance Division. Under the terms of the coinsurance agreements entered into with Chesapeake, Mid-West and MEGA (collectively the “Ceding Companies”), Wilton assumed responsibility for all insurance liabilities associated with the coinsured policies, and agreed to be responsible for administration of the coinsured policies. The Company remains primarily liable to the policyholders on those ceded policies, with Wilton assuming the risk from the Ceding Companies. As of each balance sheet date presented, policy liabilities ceded to Wilton were recorded in “Policy liabilities” with a corresponding asset recorded in “Reinsurance recoverable — ceded policy liabilities” on the Company’s consolidated balance sheets.
The Company evaluates the financial strength of potential reinsurers and continually monitors the financial strength and credit ratings of its reinsurers. Only those reinsurance recoverable balances deemed probable of recovery are reflected as assets on the Company’s consolidated balance sheets.
F-38
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
7. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
Goodwill by operating division as of December 31, 2012, 2011 and 2010 are as follows:
| Commercial Health |
Insphere | Disposed Operations |
Total | |||||||||||||
| (In thousands) | ||||||||||||||||
| As of December 31, 2010 |
||||||||||||||||
| Goodwill |
40,025 | 0 | 359 | 40,384 | ||||||||||||
| Accumulated impairment loss |
0 | 0 | 0 | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
40,025 | 0 | 359 | 40,384 | ||||||||||||
| As of December 31, 2011 |
||||||||||||||||
| Goodwill |
40,025 | 0 | 359 | 40,384 | ||||||||||||
| Accumulated impairment loss |
0 | 0 | 0 | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 40,025 | $ | 0 | $ | 359 | $ | 40,384 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2012 |
||||||||||||||||
| Goodwill |
40,025 | 819 | 359 | 41,203 | ||||||||||||
| Accumulated impairment loss |
0 | 0 | 0 | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 40,025 | $ | 819 | $ | 359 | $ | 41,203 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
In connection with the Company’s annual goodwill impairment test performed during the fourth quarter of 2012, the Company did not record an impairment loss related to the Commercial Health Division goodwill as the estimated fair value substantially exceeded the carrying value of the underlying assets. No events or changes in circumstances occurred during the period that would indicate that the carrying amount of the assets may not be fully recoverable. Accordingly, no additional impairment analysis was performed during that period. However, the Company is continually assessing the provisions of Health Care Reform Legislation and the impact it continues to have on the Company’s in-force health insurance business. If the provisions of Health Care Reform Legislation significantly impact our Commercial Health Division adversely, this may result in a future impairment of goodwill.
In July 2012, the Company’s Insphere subsidiary closed an asset purchase agreement with Repp Gartner Financial, Inc. (“Repp Gartner”)—a San Diego, California based insurance agency call center—pursuant to which Insphere acquired certain assets of Repp Gartner. This transaction enables Insphere to add a call center distribution channel to its business. The initial purchase price for the purchased assets was approximately $6.1 million, with additional earn-out payments possible based on the achievement of commission revenue targets attributable to such new call center distribution channel. In addition to the purchase price, Insphere recorded a liability for unearned revenue in the amount of $1.0 million and intangible assets in the amount of $6.2 million and goodwill of $819,000. The intangible assets may increase in the future as the Company refines its estimate for the acquisition date fair value of the contingent consideration of the additional earn-out payments discussed above. The Company anticipates completing this in the first quarter ending March 31, 2013.
During the second quarter of 2010, the Company determined it would wind down the current business of Insphere Securities Inc., a broker-dealer. This resulted in recording an impairment charge of $297,000 representing the goodwill incurred at the time of the acquisition. Accordingly, the goodwill is fully impaired and at December 31, 2010 carries no value in the table above.
F-39
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Intangible Assets, Net
| Commercial Health |
Insphere | Total | ||||||||||
| (In thousands) | ||||||||||||
| Gross Asset Value: |
||||||||||||
| As of December 31, 2010 |
||||||||||||
| Finite-lived intangible assets |
12,117 | 38,664 | 50,781 | |||||||||
| Indefinite-lived intangible assets |
3,360 | 0 | 3,360 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
15,477 | 38,664 | 54,141 | |||||||||
| As of December 31, 2011 |
||||||||||||
| Finite-lived intangible assets |
12,117 | 38,664 | 50,781 | |||||||||
| Indefinite-lived intangible assets |
3,360 | 0 | 3,360 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
15,477 | 38,664 | 54,141 | |||||||||
| As of December 31, 2012 |
||||||||||||
| Finite-lived intangible assets |
12,117 | 44,894 | 57,011 | |||||||||
| Indefinite-lived intangible assets |
3,360 | 0 | 3,360 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
15,477 | 44,894 | 60,371 | |||||||||
| Accumulated Amortization: |
||||||||||||
| As of December 31, 2010 |
(10,775 | ) | (1,420 | ) | (12,195 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Amortization |
(649 | ) | (1,426 | ) | (2,075 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| As of December 31, 2011 |
(11,424 | ) | (2,846 | ) | (14,270 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Amortization |
(247 | ) | (3,543 | ) | (3,790 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| As of December 31, 2012 |
(11,671 | ) | (6,389 | ) | (18,060 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net Book Value |
$ | 3,806 | $ | 38,505 | $ | 42,311 | ||||||
|
|
|
|
|
|
|
|||||||
Amortization expense for intangible assets with finite lives is recorded in the consolidated statements of operations as follows:
| Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In Thousands) | ||||||||||||
| Underwriting, acquisition and insurance expense |
$ | 247 | $ | 649 | $ | 1,539 | ||||||
| Other Expenses |
3,543 | 1,426 | 1,420 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 3,790 | $ | 2,075 | $ | 2,959 | ||||||
On January 1, 2010, the Company transferred a portion of the intangible asset related to Special Investment Risk (“SIR”) from the Commercial Health Division to Insphere as a result of the reorganization of the Company’s agent sales force and the launch of Insphere, with which these agents are now associated. At the time of such transfer, the Company re-evaluated the amortization periods recorded in both the Commercial Health Division and Insphere. Based on such evaluation, the Company determined that the portion related to Insphere should continue to be amortized through 2029. The Company also determined that due to the decrease in the number of health policies issued through the Commercial Health Division, the portion of the intangible asset that remains with the Commercial Health Division will be amortized over a remaining period of 60 months.
F-40
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company has one intangible asset with an indefinite useful life not subject to amortization in the amount of $3.4 million in the Commercial Health division. This asset was generated from the acquisition of HealthMarkets Insurance Company. The intangible asset primarily represents the value of the state insurance licenses maintained by HealthMarkets Insurance Company. During the Company’s 2010 annual review for impairment, the Company evaluated the fair value of the license and concluded the fair value of these licenses was lower than that of the carrying value. The Company’s evaluation was based on a similar proposed transaction and as a result, an impairment charge in the amount of $684,000 was recorded in the fourth quarter of 2010 in Underwriting, acquisition and insurance expenses. For the year ended December 31, 2012, the Company did not renew or extend any intangible assets.
Estimated amortization expense for the next five years and thereafter related to intangible assets is as follows:
| Amortization Expense | ||||
| (In thousands) | ||||
| 2013 |
3,529 | |||
| 2014 |
3,235 | |||
| 2015 |
2,341 | |||
| 2016 |
1,606 | |||
| 2017 |
1,665 | |||
| Thereafter |
26,576 | |||
|
|
|
|||
| $ | 38,952 | |||
|
|
|
|||
8. POLICY LIABILITIES
As more fully described below, policy liabilities consisted of future policy and contract benefits, claim liabilities, unearned premiums and other policy liabilities at December 31, 2012 and 2011 as follows:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| Future policy and contract benefits |
$ | 462,099 | $ | 473,163 | ||||
| Claims |
89,841 | 94,743 | ||||||
| Unearned premiums |
22,990 | 27,523 | ||||||
| Other policy liabilities |
15,458 | 34,167 | ||||||
|
|
|
|
|
|||||
| $ | 590,388 | $ | 629,596 | |||||
|
|
|
|
|
|||||
Effective in 2011, if the medical loss ratios of our fully insured health products (calculated in accordance with the Health Care Reform Legislation and implementing regulations) fall below certain targets, our insurance subsidiaries will be required to rebate ratable portions of their premiums, annually. Rebate payments for current year are to be paid during the following year. The accrual for rebates payable are recorded in “Other policy liabilities” on the Company’s consolidated balance sheet. The table below discloses the activity related to the 2011 and 2012 rebates:
| (In thousands) | ||||
| Rebates accrued at December 31, 2011 |
$ | 26,908 | ||
| Rebates paid in 2012 |
$ | 25,956 | ||
| Rebates accrued at December 31, 2012 |
$ | 8,573 | ||
F-41
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
During the years ended 2012, 2011 and 2010, the Company incurred the following costs associated with benefits, claims and settlement expenses net of reinsurance ceded:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Future liability and contract benefits |
$ | (3,036 | ) | $ | (9,695 | ) | $ | (5,160 | ) | |||
| Claims benefits |
325,671 | 369,119 | 371,804 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total benefits, claims and settlement expenses |
$ | 322,635 | $ | 359,424 | $ | 366,644 | ||||||
|
|
|
|
|
|
|
|||||||
Future Policy and Contract Benefits
Liability for future policy and contract benefits consisted of the following at December 31, 2012 and 2011:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| Accident & Health |
$ | 92,137 | $ | 103,032 | ||||
| Life |
285,037 | 281,859 | ||||||
| Annuity |
84,925 | 88,272 | ||||||
|
|
|
|
|
|||||
| $ | 462,099 | $ | 473,163 | |||||
|
|
|
|
|
|||||
Accident and Health Policies
With respect to accident and health insurance, future policy benefits are primarily attributable to a return-of-premium (“ROP”) rider that the Company issued with certain health policies. Pursuant to this rider, the Company undertakes to return to the policyholder on or after age 65 all premiums paid less claims reimbursed under the policy. The ROP rider also provides that the policyholder may receive a portion of the benefit prior to age 65. The future policy benefits for the ROP rider are computed using the net level premium method. A claim offset for actual benefits paid through the reporting date is applied to the ROP liability for all policies on a contract-by-contract basis. The ROP liabilities reflected in future policy and contract benefits were $70.9 million and $75.9 million at December 31, 2012 and 2011, respectively.
The remainder of the future policy benefits for accident and health are for insurance coverage for which the present value of future benefits exceed the present value of future valuation net premiums. “Valuation net premiums” refers to a series of net premiums where each premium is set as a constant proportion of expected gross premium over the life of the covered individual. This occurs when the premium rates are developed such that they will not increase at the same rate benefits increase over the period insurance coverage is in-force.
Life Policies and Annuity Contracts
With respect to traditional life insurance, future policy benefits are computed on a net level premium method. Such liabilities are graded to equal statutory values or cash values prior to maturity. As previously disclosed, the Company cedes substantially all of its direct life and annuity business.
The Company has assumed certain annuity business from another company, utilizing the same actuarial assumptions as the ceding company. Interest rates credited to the liability for future contract benefits related to these annuity contracts generally ranged from 3.0% to 5.5%.
F-42
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The carrying amounts of liabilities for investment-type contracts (included in future policy and contract benefits and other policy liabilities) at December 31, 2012 and 2011 were as follows:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| Direct annuities |
$ | 57,306 | $ | 57,547 | ||||
| Assumed annuities |
26,591 | 29,637 | ||||||
| Supplemental contracts without life contingencies |
1,028 | 1,088 | ||||||
|
|
|
|
|
|||||
| $ | 84,925 | $ | 88,272 | |||||
|
|
|
|
|
|||||
Claims Liabilities
The Company establishes liabilities for benefit claims that have been reported but not paid and claims that have been incurred but not reported under health and life insurance contracts. Consistent with overall company philosophy, a claim liability estimate is developed and is expected to be adequate under reasonably likely circumstances. This estimate is developed using actuarial principles and assumptions that consider a number of items as appropriate, including but not limited to historical and current claim payment patterns, product variations, the timely implementation of appropriate rate increases and seasonality. The Company does not develop ranges in the setting of the claims liability reported in the financial statements.
Set forth below is a summary of claim liabilities by business unit at each of December 31, 2012, 2011 and 2010:
| December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Commercial Health Division |
$ | 63,874 | $ | 71,805 | $ | 180,543 | ||||||
| Disposed Operations |
2,217 | 3,427 | 5,234 | |||||||||
|
|
|
|
|
|
|
|||||||
| Subtotal |
66,091 | 75,232 | 185,777 | |||||||||
| Reinsurance recoverable(1) |
23,750 | 19,511 | 22,898 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total claim liabilities |
$ | 89,841 | $ | 94,743 | $ | 208,675 | ||||||
|
|
|
|
|
|
|
|||||||
| (1) | Reflects liability related to unpaid losses recoverable. The amount of the reinsurance recoverable associated with Disposed Operations in 2012, 2011 and 2010 was $19.1 million, $14.8 million and $18.3 million, respectively. |
The majority of the Company’s claim liabilities are estimated using the developmental method, which involves the use of completion factors for most incurral months, supplemented with additional estimation techniques, such as loss ratio estimates, in the most recent incurral months. This method applies completion factors to claim payments in order to estimate the ultimate amount of the claim. These completion factors are derived from historical experience and are dependent on the date of service of the claim, as well as the dates a payment is made against the claim. The completion factors are selected so that they are equally likely to be redundant as deficient.
In estimating the ultimate level of claims for the most recent incurral months, the Company uses what it believes are prudent estimates that reflect the uncertainty involved in these incurral months. An extensive degree
F-43
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
of judgment is used in this estimation process. For healthcare costs payable, the claim liability balances and the related benefit expenses are highly sensitive to changes in the assumptions used in the claims liability calculations. With respect to health claims, the items that have the greatest impact on the Company’s financial results are the medical cost trend, which is the rate of increase in healthcare costs, and the unpredictable variability in actual experience. Any adjustments to prior period claim liabilities are included in the benefit expense of the period in which adjustments are identified. Due to the considerable variability of healthcare costs and actual experience, adjustments to health claim liabilities usually occur at least annually and may be significant.
The developmental method used by the Company to estimate most of its claim liabilities produces a single estimate of reserves for both in course of settlement (“ICOS”) and incurred but not reported (“IBNR”) claims on an integrated basis. Since the IBNR portion of the claim liability represents claims that have not been reported to the Company, this portion of the liability is inherently more imprecise and difficult to estimate than other liabilities. A separate IBNR or ICOS reserve is estimated from the combined reserve by allocating a portion of the combined reserve based on historical payment patterns.
Set forth in the table below is the summary of the IBNR claim liability by business unit at each of December 31, 2012, 2011 and 2010:
| December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Commercial Health Division |
$ | 31,644 | $ | 36,150 | $ | 129,297 | ||||||
| Disposed Operations |
2,217 | 3,427 | 4,765 | |||||||||
|
|
|
|
|
|
|
|||||||
| Subtotal |
33,861 | 39,577 | 134,062 | |||||||||
| Reinsurance recoverable |
21,399 | 17,189 | 21,585 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total IBNR claim liability |
55,260 | 56,766 | 155,647 | |||||||||
| ICOS claim liability |
32,230 | 35,655 | 51,715 | |||||||||
| Reinsurance recoverable |
2,351 | 2,322 | 1,313 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total ICOS claim liability |
34,581 | 37,977 | 53,028 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total claim liability |
$ | 89,841 | $ | 94,743 | $ | 208,675 | ||||||
|
|
|
|
|
|
|
|||||||
| Percent of IBNR to Total |
62 | % | 60 | % | 75 | % | ||||||
With respect to Commercial Health Division, the Company establishes its claims liability dependent upon the incurred dates as described below. Effective January 1, 2011, all claim payments are considered incurred on the date the service is rendered, regardless of whether the sickness or accident is distinct or the same as for a previous service. Prior to 2011, different incurral dates were used for different products. The IBNR percentage decreased in 2011 primarily as a result of the change from modified incurred date technique to the service date technique.
Prior to 2011, for products introduced prior to 2008, claims liabilities for the cost of all medical services related to a distinct accident or sickness were recorded at the earliest date of diagnosis or treatment, even though the medical services associated with such accident or sickness might not have been rendered to the insured until a later financial reporting period. A break in occurrence of a covered benefit service of more than six months resulted in the establishment of a new incurred date for subsequent services. A new incurred date was established if claims payments continued for more than thirty-six months without a six month break in service.
F-44
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
For products introduced in 2008 and later, claim payments have always been considered incurred on the date the service was rendered, regardless of whether the sickness or accident was distinct or the same. This is consistent with the assumptions used in the pricing of these products.
The Commercial Health Division also makes various refinements to the claim liabilities as appropriate. These refinements estimate liabilities for circumstances, such as inventories of pending claims in excess of historical levels and disputed claims. When the level of pending claims appears to be in excess of normal levels, the Company typically establishes a liability for excess pending claims. The Company believes that such an excess pending claims liability is appropriate under such circumstances because of the operation of the developmental method used to calculate the principal claim liability, which method “develops” or “completes” paid claims to estimate the claim liability. When the pending claims inventory is higher than would ordinarily be expected, the level of paid claims is correspondingly lower than would ordinarily be expected. This lower level of paid claims, in turn, results in the developmental method yielding a smaller claim liability than would have been yielded with a normal level of paid claims, resulting in the need for augmented claim liabilities.
With respect to Disposed Operations, the Company primarily assigns incurred dates based on the date of service, which estimates the liability for all medical services received by the insured prior to the end of the applicable financial period. Adjustments are made in the completion factors to account for pending claim inventory changes and contractual continuation of coverage beyond the end of the financial period.
Claims Liability Development Experience
Activity in the claims liability is summarized as follows:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Claims liability at beginning of year, net of reinsurance |
$ | 75,232 | $ | 185,777 | $ | 312,402 | ||||||
| Less: Change in accounting principle (see Note 2) |
0 | 77,937 | 0 | |||||||||
| Add: |
||||||||||||
| Incurred losses, net of reinsurance, occurring during: |
||||||||||||
| Current year |
327,365 | 382,974 | 449,421 | |||||||||
| Prior years |
(1,694 | ) | (13,855 | ) | (77,617 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Total incurred losses, net of reinsurance |
325,671 | 369,119 | 371,804 | |||||||||
|
|
|
|
|
|
|
|||||||
| Deduct: |
||||||||||||
| Payments for claims, net of reinsurance, occurring during: |
||||||||||||
| Current year |
271,457 | 321,736 | 317,732 | |||||||||
| Prior years |
63,355 | 79,991 | 180,697 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total paid claims, net of reinsurance |
334,812 | 401,727 | 498,429 | |||||||||
|
|
|
|
|
|
|
|||||||
| Claims liability at end of year, net of related reinsurance recoverable (2012 — $23,750; 2011 — $19,511; 2010 — $22,898) |
$ | 66,091 | $ | 75,232 | $ | 185,777 | ||||||
|
|
|
|
|
|
|
|||||||
F-45
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Set forth in the table below is a summary of the claims liability development experience (favorable) unfavorable by business unit in the Company’s Commercial Health segment for each of the years ended December 31, 2012, 2011 and 2010:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Commercial Health Division |
$ | (772 | ) | $ | (13,132 | ) | $ | (74,502 | ) | |||
| Disposed Operations |
(922 | ) | (723 | ) | (3,115 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Total favorable development |
$ | (1,694 | ) | $ | (13,855 | ) | $ | (77,617 | ) | |||
|
|
|
|
|
|
|
|||||||
Impact on Commercial Health Division. As indicated in the table above, incurred losses developed at the Commercial Health Division in amounts less than originally anticipated due to better-than-expected experience on the health business in each of the years.
For the Commercial Health Division, the favorable claims liability development experience in the prior year’s reserve for each of the years ended December 31, 2012, 2011 and 2010 is set forth in the table below by source:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Development in the most recent incurral months |
$ | 1,881 | $ | (1,934 | ) | $ | (20,318 | ) | ||||
| Development in completion factors |
(1,783 | ) | (8,921 | ) | (33,809 | ) | ||||||
| Development in reserves for regulatory and legal matters |
372 | (2,454 | ) | (23,577 | ) | |||||||
| Development in the ACE rider |
(1,360 | ) | 393 | 2,596 | ||||||||
| Other |
118 | (216 | ) | 606 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total favorable development |
$ | (772 | ) | $ | (13,132 | ) | $ | (74,502 | ) | |||
|
|
|
|
|
|
|
|||||||
The total favorable claims liability development experience for 2012, 2011 and 2010 in the amount of $772,000, $13.1 million and $74.5 million, respectively, represented 1.1%, 7.3% and 24.8% of total claim liabilities established for the Commercial Health Division as of December 31, 2011, 2010 and 2009, respectively.
Development in the most recent incurral months and development in completion factors
For 2012, the Commercial Health Division experienced an unfavorable development of $98,000 associated with its estimate of claim liabilities for the most recent incurral months and development of completion factors. As indicated in the table above, considerable favorable development ($10.9 million and $54.1 million for the years ended December 31, 2011 and 2010, respectively) is associated with the estimate of claim liabilities for the most recent incurral months and development of completion factors. In both 2010 and 2011, the Commercial Health Division experienced significant favorable claims development, particularly in the completion factor portion of its claim liability estimate. Throughout 2010, the Company saw an ongoing decrease in the time period from incurral to payment of a claim primarily for those products using the modified incurred date, resulting in higher completion factors and lower reserves. In 2011 under the service date basis, the Company encountered significant redundancies in its estimates for older incurred years largely attributable to the remediation of state mandated claims, as described below in “Development in reserves for regulatory and legal matters”. In 2011, the Company revised its process for calculating completion factors to exclude claims that were part of this
F-46
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
remediation, since the Company does not anticipate such activity in the future. The slight unfavorable development indicates the revised process produces more reasonable results. In estimating the ultimate level of claims for the most recent incurral months, the Company uses what it believes are prudent estimates that reflect the uncertainty involved in these incurral months. An extensive degree of judgment is used in this estimation process. For healthcare costs payable, the claim liability and the related benefit expenses are highly sensitive to changes in the assumptions used in the claims liability calculations. With respect to health claims, the items that have the greatest impact on the Company’s financial results are the medical cost trend, which is the rate of increase in healthcare costs, and the unpredictable variability in actual experience. Over time, the developmental method replaces anticipated experience with actual experience, resulting in an ongoing re-estimation of the claims liability. Since the greatest degree of estimation is used for more recent periods, the most recent prior year is subject to the greatest change.
Development in reserves for regulatory and legal matters
For 2012, the Commercial Health Division experienced unfavorable development of $372,000 related to legal matters. For 2010 and 2011, the favorable results include ongoing revisions to the claims liability estimates related to state mandated benefits remediation as these benefits are processed, resulting in favorable development of $19.6 million for 2010 and unfavorable development of $261,000 for 2011. Excluding adjustments related to the state mandated benefits, the Company experienced favorable development in both 2010 and 2011.
Development in the Accumulated Covered Expense (“ACE”) rider
The ACE rider is an optional benefit rider available with certain scheduled/basic health insurance products that provides for catastrophic coverage for covered expenses under the contract that generally exceed $100,000 or, in certain cases, $75,000. This rider pays benefits at 100% after the stop loss amount is reached up to the aggregate maximum amount of the contract for expenses covered by the rider. Development in the ACE rider is presented separately due to the greater level of volatility in the ACE product resulting from the nature of the benefit design where there are less frequent claims but larger dollar value claims. The development experience presented in the table above is largely attributable to development in the most recent incurral months and development in the completion factors.
Changes in Commercial Health Claim Liability Estimates
As discussed above, the Commercial Health Division reported particularly favorable experience development on claims incurred in prior years in the reported values of subsequent years. As discussed below, a significant portion of the favorable experience development was attributable to the recognition of the patterns used in establishing the completion factors that were no longer reflective of the expected future patterns that underlie the claim liability.
Based on its evaluation of these results, HealthMarkets has refined its estimates and assumptions used in calculating the claim liability estimate to regularly accommodate the changing patterns as they emerge. Additionally, see Note 2 of Notes to Consolidated Financial Statements for developments occurring in 2011.
The Company continues to update its completion factors to reflect more recent patterns of claim payments. Throughout 2010, we saw an ongoing decrease in the time period from incurral to payment of a claim, resulting in higher completion factors and lower reserves. In response to these trends, we used more recent experience to develop the completion factors, resulting in a decrease in claim liabilities of $30.6 million recognized during the three months ended September 30, 2010. During 2011, the Company again updated its completion factors to
F-47
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
reflect the more recent patterns of claim payments resulting in a decrease in the claim liabilities of $7.8 million in the three months ended September 30, 2011. We will continue to evaluate and update completion factors on an ongoing basis, as appropriate, and will evaluate the impact, if any, that Health Care Reform Legislation may have on the completion factors.
During the fourth quarter of 2010, the Company revised its loss development technique for the most recent incurral months. We revised our technique to use a Bornhuetter-Ferguson calculation which weights a completion factor estimate with an exposure-based estimate. The weights used are the completion factors, which results in a reserve estimate that is the reciprocal of the completion factor times an exposure-based estimate. The Company’s exposure-based estimate is the earned premium multiplied by an anticipated loss ratio, which in most cases is the 12-month average loss ratio for the months prior to the most recent incurral months. As a result of this revision, during the fourth quarter of 2010, the Company recognized a decrease in claim liabilities of $10.2 million.
9. DEBT AND STUDENT LOAN CREDIT FACILITY
The Company’s debt is comprised of the following at December 31, 2012:
| Interest Expense | ||||||||||||||||||||||||
| Principal Amount |
Maturity Date |
Interest Rate(a) |
For the Year Ended December 31, | |||||||||||||||||||||
| 2012 | 2011 | 2010 | ||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| 2006 credit agreement: |
||||||||||||||||||||||||
| Term loan |
$ | 0 | 2012 | $ | 998 | $ | 6,100 | $ | 10,993 | |||||||||||||||
| $75 million revolver (non-use fee) |
0 | 2011 | 0 | 50 | 276 | |||||||||||||||||||
| Grapevine Note |
72,350 | 2021 | 6.712 | % | 4,870 | 4,856 | 4,856 | |||||||||||||||||
| Trust preferred securities: |
||||||||||||||||||||||||
| UICI Capital Trust I |
15,470 | 2034 | 3.810 | % | 621 | 597 | 602 | |||||||||||||||||
| HealthMarkets Capital Trust I |
51,550 | 2036 | 3.358 | % | 1,839 | 1,757 | 1,771 | |||||||||||||||||
| HealthMarkets Capital Trust II |
51,550 | 2036 | 3.358 | % | 1,839 | 2,948 | 4,373 | |||||||||||||||||
| Interest on Deferred Tax Gain |
0 | 3.000 | % | 1,596 | 1,971 | 2,127 | ||||||||||||||||||
| Amortization of financing fees |
0 | 860 | 3,800 | 5,084 | ||||||||||||||||||||
| Other Interest Expense |
0 | 15 | 3 | 0 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total debt |
$ | 190,920 | $ | 12,638 | $ | 22,082 | $ | 30,082 | ||||||||||||||||
| Student Loan Credit Facility |
52,450 | (b | ) | 0.00 | %(c) | 0 | 0 | 0 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 243,370 | $ | 12,638 | $ | 22,082 | $ | 30,082 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| (a) | Represents the interest rate on December 31, 2012. |
| (b) | The Series 2001A-1 Notes and Series 2001A-2 Notes have a final stated maturity of July 1, 2036; the Series 2002A Notes have a final stated maturity of July 1, 2037 (see “Student Loan Credit Facility” discussion below). |
| (c) | The interest rate on each series of SPE Notes resets monthly in a Dutch auction process and is capped by several interest rate triggers. It is currently capped at zero by a Net Loan Rate calculation driven by the rate of return of the student loans less certain allowed note fees. |
F-48
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Supplemental calculation of financing fee amortization is disclosed in the table below:
| Capitalized at December 31, 2012 |
Amortization Period (years) |
Amortization Expense For the Year Ended December 31, |
||||||||||||||||||
| 2012 | 2011 | 2010 | ||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||
| 2006 credit agreement: |
||||||||||||||||||||
| Term loan |
$ | 0 | 6 | $ | 852 | $ | 3,262 | $ | 3,043 | |||||||||||
| $75 Million revolver (non-use fee) |
0 | 5 | 0 | 158 | 632 | |||||||||||||||
| Grapevine Note |
102 | 15 | 8 | 8 | 8 | |||||||||||||||
| Trust preferred securities: |
||||||||||||||||||||
| UICI Capital Trust I |
0 | 5 | 0 | 0 | 0 | |||||||||||||||
| HealthMarkets Capital Trust I |
0 | 5 | 0 | 185 | 699 | |||||||||||||||
| HealthMarkets Capital Trust II |
0 | 5 | 0 | 187 | 702 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 102 | $ | 860 | $ | 3,800 | $ | 5,084 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
Principal payments required for the Company’s debt for each of the next five years and thereafter are as follows:
| For the Year Ended December 31, |
Debt | Student Loan
Credit Facility |
||||||
| (In thousands) | ||||||||
| 2013 |
$ | 0 | $ | 6,350 | ||||
| 2014 |
0 | 5,600 | ||||||
| 2015 |
0 | 4,950 | ||||||
| 2016 |
0 | 5,200 | ||||||
| 2017 |
0 | 4,450 | ||||||
| Thereafter |
190,920 | 25,900 | ||||||
|
|
|
|
|
|||||
| $ | 190,920 | $ | 52,450 | |||||
|
|
|
|
|
|||||
2006 Credit Agreement
In April 2006, HealthMarkets, LLC entered into a credit agreement, providing for a $500.0 million term loan facility and a $75.0 million revolving credit facility (which includes a $35.0 million letter of credit sub-facility). The revolving credit facility expired on April 5, 2011. The maturity date of the term loan was April 5, 2012. On February 29, 2012, the Company paid in full the remaining principal and interest on the term loan in an amount of $363.3 million.
In connection with the financing, the Company incurred issuance costs of $26.5 million, which were capitalized and amortized over six years. In connection with the repayment, all remaining capitalized fees were amortized accordingly.
Trust Preferred Securities
2006 Notes
In April 2006, HealthMarkets Capital Trust I and HealthMarkets Capital Trust II, two newly formed Delaware statutory business trusts, (collectively the “Trusts”) issued $100.0 million of floating rate trust preferred securities (the “2006 Trust Securities”) and $3.1 million of floating rate common securities. The Trusts
F-49
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
invested the proceeds from the sale of the 2006 Trust Securities, together with the proceeds from the issuance to HealthMarkets, LLC by the Trusts of the common securities, in $100.0 million principal amount of HealthMarkets, LLC’s Floating Rate Junior Subordinated Notes due June 15, 2036 (the “2006 Notes”), of which $50.0 million principal amount accrue interest at a floating rate equal to three-month LIBOR plus 3.05% and $50.0 million principal amount accrue interest at a fixed rate of 8.37% through but excluding June 15, 2011 and thereafter at a floating rate equal to three-month LIBOR plus 3.05%. Distributions on the 2006 Trust Securities are paid at the same interest rates paid on the 2006 Notes.
The 2006 Notes, which constitute the sole assets of the Trusts, are subordinate and junior in right of payment to all senior indebtedness (as defined in the Indentures) of HealthMarkets, LLC. The Company has fully and unconditionally guaranteed the payment by the Trusts of distributions and other amounts payable under the 2006 Trust Securities. The guarantee is subordinated to the same extent as the 2006 Notes.
The Trusts are obligated to redeem the 2006 Trust Securities when the 2006 Notes are paid at maturity or upon any earlier prepayment of the 2006 Notes. On and after June 15, 2011 the 2006 Notes are redeemable, in whole or in part, at the option of the Company at 100.0% of the principal amount thereof without a prepayment penalty.
In accordance with the Variable Interest Entities subsection of ASC Topic 810-10-15, Consolidation, the accounts of the Trusts have not been consolidated with those of the Company and its consolidated subsidiaries. The Company’s $3.1 million investment in the common equity of the Trusts is included in “Short-term and other investments” on the consolidated balance sheets. Income paid to the Company by the Trusts with respect to the common securities, and interest received by the Trust from the Company with respect to the $100.0 million principal amount of the 2006 Notes, have been recorded as “Interest income” and “Interest expense,” respectively. Interest income, which is recorded in “Investment income” on the consolidated statements of operations, was $111,000, $141,000 and $185,000, respectively, for the years ended December 31, 2012, 2011 and 2010. In connection with the financing, the Company incurred issuance costs of $6.0 million, which were capitalized and amortized over five years through 2011.
2004 Notes
On April 29, 2004, the Company, through a newly formed Delaware statutory business trust (the “Trust”), completed the private placement of $15.0 million aggregate issuance amount of floating rate trust preferred securities with an aggregate liquidation value of $15.0 million (the “Trust Preferred Securities”). The Trust invested the $15.0 million proceeds from the sale of the Trust Preferred Securities, together with the proceeds from the issuance to the Company by the Trust of its floating rate common securities of $470,000 (the “Common Securities” and, collectively with the Trust Preferred Securities, the “2004 Trust Securities”), in an equivalent face amount of the Company’s Floating Rate Junior Subordinated Notes due 2034 (the “2004 Notes”). The 2004 Notes will mature on April 29, 2034, which date may be accelerated to a date not earlier than April 29, 2009 without incurring a prepayment penalty. The 2004 Notes, which constitute the sole assets of the Trust, are subordinate and junior in right of payment to all senior indebtedness (as defined in the Indenture, dated April 29, 2004, governing the terms of the 2004 Notes) of the Company. The 2004 Notes accrue interest at a floating rate equal to three-month LIBOR plus 3.50%, payable quarterly on February 15, May 15, August 15 and November 15 of each year. The quarterly distributions on the 2004 Trust Securities are paid at the same interest rate paid on the 2004 Notes. In connection with the financing, the Company incurred issuance costs of approximately $400,000, which were capitalized and have been fully amortized.
The Company has fully and unconditionally guaranteed the payment by the Trust of distributions and other amounts payable under the Trust Preferred Securities. The Trust must redeem the 2004 Trust Securities when the
F-50
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2004 Notes are paid at maturity or upon any earlier prepayment of the 2004 Notes. Under the provisions of the 2004 Notes, the Company has the right to defer payment of the interest on the 2004 Notes at any time, or from time to time, for up to twenty consecutive quarterly periods. If interest payments on the 2004 Notes are deferred, the distributions on the 2004 Trust Securities will also be deferred.
Grapevine Finance LLC
On August 3, 2006, Grapevine Finance LLC (“Grapevine”) was incorporated in the State of Delaware as a wholly owned subsidiary of HealthMarkets, LLC. On August 16, 2006, MEGA distributed and assigned to HealthMarkets, LLC, as a dividend in kind, a $150.8 million note receivable that MEGA had received from a unit of the CIGNA Corporation as consideration for the receipt of the former Star HRG assets (the “CIGNA Note”) and a related guaranty agreement pursuant to which the CIGNA Corporation unconditionally guaranteed the payment when due of the CIGNA Note (the “Guaranty Agreement”). After receiving the assigned CIGNA Note and Guaranty Agreement from MEGA, HealthMarkets, LLC, in turn, assigned the CIGNA Note and Guaranty Agreement to Grapevine.
On August 16, 2006, Grapevine issued $72.4 million of its senior secured notes (the “Grapevine Notes”) to an institutional purchaser. The net proceeds from the Grapevine Notes of $71.9 million were distributed to HealthMarkets, LLC. The Grapevine Notes bear interest at an annual rate of 6.712%. The interest is to be paid semi-annually on January 15th and July 15th of each year beginning on January 15, 2007. The principal payment is due at maturity on July 15, 2021. The Grapevine Notes are collateralized by Grapevine’s assets including the CIGNA Note. Grapevine services its debt primarily from cash receipts from the CIGNA Note. All cash receipts from the CIGNA Note are paid into a debt service coverage account maintained and held by an institutional trustee (the “Grapevine Trustee”) for the benefit of the holder of the Grapevine Notes. Pursuant to an indenture and direction notices from Grapevine, the Grapevine Trustee uses the proceeds in the debt service coverage account to (i) make interest payments on the Grapevine Notes, (ii) pay for certain Grapevine expenses and (iii) distribute cash to HealthMarkets, subject to satisfaction of certain restricted payment tests.
Set forth below in the table are the assets and liabilities of Grapevine included in the Company’s consolidated balance sheet at December 31, 2012 and 2011:
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| Fixed maturities, at fair value |
$ | 95,643 | $ | 89,371 | ||||
| Restricted cash |
3,078 | 3,114 | ||||||
| Investment income due and accrued |
218 | 219 | ||||||
| Other assets |
102 | 110 | ||||||
|
|
|
|
|
|||||
| Total Assets |
$ | 99,041 | $ | 92,814 | ||||
|
|
|
|
|
|||||
| Accounts payable and accrued expenses |
2,309 | 2,276 | ||||||
| Debt |
72,350 | 72,350 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
$ | 74,659 | $ | 74,626 | ||||
|
|
|
|
|
|||||
Student Loan Credit Facility
Prior to February 2007, the Company funded its student loan commitments with the proceeds from a secured student loan credit facility. Indebtedness outstanding under the student loan credit facility is represented by
F-51
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Student Loan Asset-Backed Notes (the “SPE Notes”), which were issued by a bankruptcy-remote special purpose entity (the “SPE”) and secured by alternative (i.e., non-federally guaranteed) student loans and accrued. At December 31, 2012 and 2011, the carrying amount of student loans and accrued interest pledged to secure payment of student loan indebtedness was $42.1 million and $50.8 million, respectively. Additionally, at December 31, 2012 and 2011, the Company held cash, cash equivalents and other qualified investments of $10.4 million and $9.3 million, respectively, pledged to secure payment of student loan indebtedness. See Note 5 of Notes to Consolidated Financial Statements for additional information regarding student loans.
The SPE Notes represent obligations solely of the SPE, and not of the Company or any other subsidiary of the Company. The student loan credit facility has been classified as a financing activity as opposed to a sale, and accordingly, the Company recorded no gain on sale of the assets transferred to the SPE.
The SPE Notes were issued by the SPE in three tranches: $50.0 million of Series 2001A-1 Notes (the “Series 2001A -1 Notes”), $50.0 million of Series 2001A-2 Notes (the “Series 2001A-2 Notes”) issued on April 27, 2001 and $50.0 million of Series 2002A Notes (the “Series 2002A Notes”) issued on April 10, 2002. The interest rate on each series of SPE Notes resets monthly in a Dutch auction process.
The Series 2001A-1 Notes and Series 2001A-2 Notes have a final stated maturity of July 1, 2036; the Series 2002A Notes have a final stated maturity of July 1, 2037. However, the SPE Notes are subject to mandatory redemption in whole or in part (a) on the first interest payment date which is at least 45 days after February 1, 2007, from any monies then remaining on deposit in the acquisition fund not used to purchase additional student loans, and (b) on the first interest payment date which is at least 45 days after July 1, 2005, from any monies then remaining on deposit in the acquisition fund received as a recovery of the principal amount of any student loan securing payment of the SPE Notes, including scheduled, delinquent and advance payments, payouts or prepayments. Beginning July 1, 2005, the SPE Notes were also subject to mandatory redemption in whole or in part on each interest payment date from any monies received as a recovery of the principal amount of any student loan securing payment of the SPE Notes, including scheduled, delinquent and advance payments, payouts or prepayments. During 2012 and 2011, the Company made principal payments of $7.6 million and $8.6 million, respectively on the SPE Notes.
The SPE and the secured student loan credit facility were structured with an expectation that interest and recoveries of principal to be received would be sufficient to pay principal of and interest on the SPE Notes when due, together with operating expenses of the SPE. This expectation was based upon analysis of cash flow projections, and assumptions regarding the timing of the financing of the underlying student loans to be held by the SPE the future composition of and yield on the financed student loan portfolio, the rate of return on monies to be invested by the SPE, and the occurrence of future events and conditions. There can be no assurance, however, that the student loans will be financed as anticipated, that interest and principal payments from the financed student loans will be received as anticipated, that the reinvestment rates assumed on the amounts in various funds and accounts will be realized, or other payments will be received in the amounts and at the times anticipated.
10. DERIVATIVES
In April 2006, an affiliate of The Blackstone Group assigned to the Company three interest rate swap agreements with an aggregate notional amount of $300.0 million. The terms of the swaps were 3, 4 and 5 years beginning on April 11, 2006. HealthMarkets uses such interest rate swaps as part of its risk management activities to protect against the risk of changes in prevailing interest rates adversely affecting future cash flows associated with certain debt. As with any financial instrument, derivative instruments have inherent risks,
F-52
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
primarily market and credit risk. Market risk associated with changes in interest rates is managed as part of the Company’s overall market risk monitoring process by establishing and monitoring limits as to the degree of risk that may be undertaken. Credit risk occurs when a counterparty to a derivative contract, in which the Company has an unrealized gain, fails to perform according to the terms of the agreement. The Company minimizes its credit risk by entering into transactions with counterparties that maintain high credit ratings. During 2009 and 2010 the 3 year swap and 4 year swaps matured, respectively. Additionally, as of April 11, 2011, the remaining interest rate swap matured.
In accordance with ASC 820, the fair values of the Company’s interest rate swaps are also contained in Note 3 of Notes to Consolidated Financial Statements.
As of April 11, 2011, the remaining interest rate swap agreement has matured. In preparing its assessment of the hedge effectiveness at December 31, 2010, there were no components of the derivative instruments that were excluded from the Company’s assessment. The table below represents the effect of derivative instruments in hedging relationships on the Company’s consolidated statements of operations for the years ended December 31, 2012, 2011 and 2010:
| Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) |
Location of Gain (Loss) (Effective portion) |
Amount of Interest Expense (Income) Reclassified from Accumulated OCI into Income (Expense) (Effective Portion) |
Location of (Gain) Loss (Ineffective Portion) |
Amount of (Gain) Loss Recognized in Income on Derivative (Ineffective Portion) |
||||||||||||||||||||||||||||||||||||||
| 2012 | 2011 | 2010 | 2012 | 2011 | 2010 | 2012 | 2011 | 2010 | ||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps |
$ | 0 | $ | 1,340 | $ | 5,750 |
|
Interest expense |
|
$ | 0 | $ | 1,308 | $ | 6,067 | Investment income |
$ | 0 | $ | 35 | $ | 387 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
During 2012, 2011 and 2010, the Company did not have any derivative instruments not designated as hedging instruments.
F-53
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. FEDERAL INCOME TAXES
Deferred income taxes for 2012 and 2011 reflect the impact of temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities. Deferred tax liabilities and assets consist of the following:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| Deferred tax liabilities: |
||||||||
| Claims liabilities (See Note 2, Summary of Significant Accounting Policies -Change in Accounting Principle on Claims Liabilities) |
$ | 12,456 | $ | 18,684 | ||||
| Deferred policy acquisition and loan origination |
1,055 | 2,046 | ||||||
| Depreciable and amortizable assets |
13,346 | 11,287 | ||||||
| Unrealized gains on securities |
14,201 | 12,306 | ||||||
| Gain on installment sales of assets |
54,767 | 54,767 | ||||||
|
|
|
|
|
|||||
| Total gross deferred tax liabilities |
95,825 | 99,090 | ||||||
|
|
|
|
|
|||||
| Deferred tax assets: |
||||||||
| Litigation accruals |
733 | 918 | ||||||
| Policy liabilities, exclusive of change in accounting principle |
10,729 | 13,962 | ||||||
| Invested assets |
0 | 33 | ||||||
| Compensation accrual |
5,779 | 7,950 | ||||||
| Receivable allowances |
3,594 | 4,084 | ||||||
| State deferred tax assets of Insphere |
838 | 763 | ||||||
| State deferred tax asset on Insphere state operations loss carryover |
6,664 | 4,838 | ||||||
| Other |
1,837 | 3,262 | ||||||
|
|
|
|
|
|||||
| Total gross deferred tax assets |
30,174 | 35,810 | ||||||
| Less: valuation allowance |
7,502 | 5,601 | ||||||
|
|
|
|
|
|||||
| Deferred tax assets |
22,672 | 30,209 | ||||||
|
|
|
|
|
|||||
| Net deferred tax liability |
$ | (73,153 | ) | $ | (68,881 | ) | ||
|
|
|
|
|
|||||
The Company and its corporate subsidiaries file a consolidated federal income tax return. The primary form of state taxation on insurance operations is the tax on collected premiums. The few states that do impose an income tax generally allow the income tax to be used as a credit against its premium tax obligation. Therefore, any state income taxes on insurance operations are accounted for as premium taxes for financial reporting purposes. However, Insphere is subject to state income taxes and files separate state income tax returns in all states and has incurred substantial current and historical operations losses. Therefore, income taxes for financial reporting purposes include the state income tax impact on the operations losses of Insphere. For federal tax purposes, the operations loss of Insphere is fully utilized to offset the taxable income of other members of the consolidated group.
The Company establishes a valuation allowance when management believes, based on the weight of the available evidence, that it is more likely than not that all or some portion of the deferred tax asset will not be realized. Realization of the net deferred tax asset is dependent on generating sufficient future taxable income. The Company believes that it is more likely than not that deferred tax assets will be realizable in future periods except for those associated with the deferred deductions of Insphere including its state operations loss carryover. Therefore, the Company has established a valuation allowance against all state deferred tax assets of Insphere.
For tax purposes, the Company realized capital gains from the 2006 sales of the Student Insurance Division and the Star HRG Division in the aggregate of $228.4 million, of which $66.2 million was recognized on the
F-54
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
installment basis. Deferred taxes of $54.8 million will be payable on the deferred gains of $156.5 million as the Company receives payment on the CIGNA Note received in consideration for the sale of the Star HRG Division assets and on the UnitedHealth Group Note received in consideration for the sale of the Student Insurance Division assets.
The provision for income tax expense (benefit) consisted of the following:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| From operations: |
||||||||||||
| Continuing operations: |
||||||||||||
| Current tax expense |
$ | (1,226 | ) | $ | 11,857 | $ | 34,810 | |||||
| Deferred tax expense (benefit) |
1,830 | (2,157 | ) | 1,668 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total from continuing operations |
604 | 9,700 | 36,478 | |||||||||
|
|
|
|
|
|
|
|||||||
| Discontinued operations: |
||||||||||||
| Current tax expense |
172 | 43 | 36 | |||||||||
| Deferred tax expense |
0 | 0 | 0 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total from discontinued operations |
172 | 43 | 36 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 776 | $ | 9,743 | $ | 36,514 | ||||||
|
|
|
|
|
|
|
|||||||
The Company’s effective income tax rates applicable to continuing operations varied from the maximum statutory federal income tax rate as follows:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Statutory federal income tax rate |
35.0 | % | 35.0 | % | 35.0 | % | ||||||
| Blended statutory state income tax rate on Insphere |
33.7 | (11.3 | ) | (4.1 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Combined statutory income tax rates |
68.7 | % | 23.7 | % | 30.9 | % | ||||||
| Low income housing credit |
— | — | (0.1 | ) | ||||||||
| Stock compensation |
(39.7 | ) | 4.1 | — | ||||||||
| Nondeductible monetary assessments and penalties |
(1.0 | ) | — | — | ||||||||
| Nondeductible expenses, other |
(7.9 | ) | 1.5 | 4.0 | ||||||||
| Nondeductible amortization of merger debt costs |
(2.8 | ) | 3.6 | 1.2 | ||||||||
| Tax exempt income |
6.5 | (3.1 | ) | (1.9 | ) | |||||||
| Valuation allowance on Insphere deferred state tax assets |
(34.0 | ) | 11.4 | 4.0 | ||||||||
| Prior tax accrual |
1.1 | 0.1 | 0.3 | |||||||||
|
|
|
|
|
|
|
|||||||
| Effective income tax rate applicable to continuing operations |
(9.1 | )% | 41.3 | % | 38.4 | % | ||||||
|
|
|
|
|
|
|
|||||||
Insphere’s anticipated state tax benefit for 2012 is $2.2 million or 4.8% of its operations loss of $47.1 million. This state tax benefit, when expressed as a percentage of the consolidated continuing operations loss of $6.7 million, is 33.7% as disclosed in the preceding table. For 2011, Insphere’s anticipated state tax benefit of $2.6 million was 4.7% of Insphere’s 2011 operations loss of $55.8 million and a negative 11.3% of 2011 consolidated continuing operations of $23.4 million. The establishment of the valuation allowance removes all state tax benefits of Insphere’s operating losses from the effective tax rate.
F-55
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Tax benefits related to the excess of historical tax deductions over historical stock compensation expenses recognized for financial reporting purposes were added to paid-in capital (“APIC pool”) and not recognized in historical results of operations. During 2011, stock compensation expenses for financial reporting were sufficient to reverse and exhaust the tax benefits historically accumulated in the APIC pool resulting in an increase in the effective tax rate.
The Company has no unrecognized tax benefits as of December 31, 2012 and 2011 and did not add or settle unrecognized tax benefits for uncertain tax positions during 2012 and 2011. All tax years after 2008 remain subject to federal tax examination.
On August 31, 2011, the Company received the consent of the Internal Revenue Service (“IRS Consent”) to change the method of accounting for claims liabilities consistent with the 2011 change in accounting principle used for financial reporting purposes (See Note 2 Summary of Significant Accounting Policies—Change in Accounting Principle on Claims Liabilities). For tax purposes, the reduction in the claims liability is to be recognized as taxable income over a period of 4 years beginning in 2011, the year of change. The IRS Consent provides certain assurances that prevent the assessment of penalties and interest for any alleged prior understatement of income reflected in the change in method. The Company believed that tax positions involving claims liabilities held before the change were consistent with accepted reserving techniques for the insurance contracts and it is probable that the tax positions would be sustained if challenged by taxing authorities. Based on the IRS Consent and its assurances as well as an evaluation of other tax positions, the Company has concluded that there are no significant tax positions that require recognition in its consolidated financial statements.
12. STOCKHOLDERS’ EQUITY
The following table is a reconciliation of the number of shares of the Company’s common stock for the years ended December 31, 2012, 2011 and 2010:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Common stock — issued: |
||||||||||||
| Balance, beginning of year |
32,182,382 | 32,307,963 | 31,634,475 | |||||||||
| Unvested shares returned and retired |
(60,000 | ) | (297,953 | ) | (147,423 | ) | ||||||
| Issued to officers, directors and agents |
0 | 172,372 | 820,911 | |||||||||
|
|
|
|
|
|
|
|||||||
| Balance, end of year |
32,122,382 | 32,182,382 | 32,307,963 | |||||||||
|
|
|
|
|
|
|
|||||||
| Treasury stock: |
||||||||||||
| Balance, beginning of year |
1,554,096 | 1,289,835 | 1,460,230 | |||||||||
| Repurchase of shares from agents and officers |
1,024,129 | 1,128,064 | 796,553 | |||||||||
| Issuance upon vesting in agent plans |
(424,426 | ) | (413,627 | ) | (353,707 | ) | ||||||
| Issued to officers, directors, and agent participants in the ISOP |
(621,691 | ) | (450,176 | ) | (613,241 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Balance, end of year |
1,532,108 | 1,554,096 | 1,289,835 | |||||||||
|
|
|
|
|
|
|
|||||||
| Shares outstanding, end of year |
30,590,274 | 30,628,286 | 31,018,128 | |||||||||
|
|
|
|
|
|
|
|||||||
The Company’s Board of Directors determines the prevailing “fair market value” of HealthMarkets’ Class A-1 and A-2 common stock in good faith, considering factors it deems appropriate. Since the de-listing of the Company’s stock in 2006, the Company has generally retained independent investment firms on an annual
F-56
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
basis, or more frequently if circumstances warrant, to assist with the valuation. When setting the “fair market value” of the Company’s common stock for the annual valuation, the Board considers, among other factors it deems appropriate, each independent investment firm valuation for reasonableness in light of known and expected circumstances. For quarterly valuations other than the annual valuation, the Board considers, among other factors it deems appropriate, earnings per share for that particular quarter. At December 31, 2012 and 2011, the “fair market value” of the Company’s Class A-1 and A-2 common stock, as determined by the Board of Directors, was $10.17 and $10.40, respectively.
Effective February 25, 2010, the Board of Directors of HealthMarkets, Inc. declared a special cash dividend in the amount of $3.94 per share for Class A-1 and Class A-2 common stock to holders of record as of the close of business on March 1, 2010, payable on March 9, 2010. In connection with the special cash dividend, the Company paid dividends to stockholders in the aggregate of $118.5 million with an additional $661,000 of dividends associated with restricted stock options to be paid upon vesting of those restricted stock options and $399,000 dividend equivalents credited to the employee participant accounts in the HealthMarkets, Inc. InVest Stock Ownership Plan.
The required minimum aggregate statutory capital and surplus of our principal domestic insurance subsidiaries were as follows at December 31, 2012:
| Minimum | Actual | |||||||||
| (In millions) | ||||||||||
| Mega |
$ | 37.4 | $ | 93.3 | ||||||
| Mid-West |
$ | 15.8 | $ | 57.4 | ||||||
| Chesapeake |
$ | 12.0 | $ | 23.3 | ||||||
Prior approval by insurance regulatory authorities is required for the payment by a domestic insurance company of dividends that exceed certain limitations based on statutory surplus and net income. The Company’s domestic insurance companies paid dividends of $59.5 million, $308.5 million and $96.9 million, to HealthMarkets, LLC in 2012, 2011 and 2010, respectively. The dividend amount for 2012 includes $30.0 million of extraordinary dividends paid from the Company’s Mid-West insurance subsidiary. The dividend amount for 2011 includes $159.4 million of extraordinary dividends paid from the Company’s MEGA insurance subsidiary.
During 2013, the Company’s domestic insurance companies are eligible to pay aggregate dividends in the ordinary course of business to HealthMarkets, LLC of approximately $43.0 million without prior approval by statutory authorities.
Combined net income and stockholders’ equity for the Company’s domestic insurance company subsidiaries determined in accordance with statutory accounting practices, as reported in regulatory filings are as follows:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Net income |
$ | 38,682 | $ | 60,039 | $ | 170,784 | ||||||
| Statutory surplus |
$ | 162,730 | $ | 193,168 | $ | 396,657 | ||||||
F-57
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
13. STOCK-BASED COMPENSATION PLANS
Invest Stock Ownership Plan
The Company sponsors the HealthMarkets, Inc. InVest Stock Ownership Plan (“ISOP”), a stock accumulation plan, established for the benefit of the independent sales representatives and designated employed sales managers. A total of 2.0 million shares of HealthMarkets Class A-1 common stock and 6.5 million shares of HealthMarkets Class A-2 common are authorized for issuance under the ISOP. Shares may be purchased by participants under the ISOP or acquired by participants upon vesting of awards granted by the Company. Share requirements may be met from unissued or treasury shares. Eligible insurance agents and designated eligible employees may participate in the ISOP.
The ISOP generally combines a contribution feature, and a Company-match feature. The contribution feature provides that eligible participants are permitted to allocate a portion of their commissions or other eligible compensation earned on a monthly basis (subject to prescribed limits) to purchase shares of HealthMarkets common stock, Class A-1 for employees and Class A-2 for agents, at the fair market value of such shares at the time of purchase. Under the Company-match feature of the ISOP, participants are eligible to have posted to their respective ISOP matching accounts book credits in the form of equivalent shares (subject to prescribed limits) based on the number of shares of HealthMarkets common stock purchased by the participant under the contribution feature of the ISOP. The matching credits vest over time (generally in prescribed increments over a ten-year period, commencing the plan year following the plan year during which contributions are first made under the agent-contribution feature), and vested matching credits in a participant’s ISOP matching account in January of each year are converted from book credits to an equivalent number of shares of HealthMarkets common stock. In addition, under the Company-match feature, the Company may post additional bonus credits (“Bonus Credits”) in the form of share equivalents to the participants’ matching accounts. The terms of the Bonus Credits, including level of Company contribution or matching, and vesting terms, are determined prior to the initial posting of the Bonus Credits and may differ significantly from the terms of the Company-match feature of the ISOP.
The ISOP does not constitute a qualified plan under Section 401(a) of the Internal Revenue Code of 1986 or employee benefit plans under the Employee Retirement Income Security Act of 1974 (“ERISA”), and, as such, the Agent Plans are not subject to the vesting, funding, nondiscrimination and other requirements imposed on such plans by the Internal Revenue Code and ERISA.
During 2012, the Company issued 74,729 Class A-1 shares and 395,192 Class A-2 shares and received $4.8 million under the contribution feature of the ISOP. The funds received under the contribution-feature of the ISOP are reflected as financing activities in the Consolidated Statements of Cash Flows.
The following table sets forth the total compensation expense and tax benefit associated with the Company-match feature of the Company’s ISOP for the years ended December 31, 2012, 2011 and 2010:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Total compensation expense employees |
$ | 898 | $ | 1,744 | $ | 1,883 | ||||||
| Total compensation expense non-employees |
5,664 | 3,934 | 6 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total Agent Plan compensation expense |
$ | 6,562 | $ | 5,678 | $ | 1,889 | ||||||
| Related tax benefit |
2,297 | 1,987 | 661 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net expense |
$ | 4,265 | $ | 3,691 | $ | 1,228 | ||||||
|
|
|
|
|
|
|
|||||||
F-58
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The fair value of awards under the Agent Plans is the share price of the Company’s stock, as determined by the Company’s Board of Directors (“Fair Value”) (see Note 12 of Notes to Consolidated Financial Statements). The Company recognizes expense for awards under the ISOP on a straight line basis. Company-match transactions are not reflected in the statement of cash flows since issuance of equity securities to settle the vesting of ISOP awards are non-cash transactions. Generally, the vesting of credits and the corresponding issuance of shares under the ISOP results in ordinary income for the participant and a deduction for tax purposes for the Company equal to the fair market value of the shares at the delivery date. For the ISOP awards, when there is a difference between the amount and/or timing of compensation cost recognized for financial reporting purposes and compensation cost that is deductible for income tax purposes, deferred taxes are recognized on temporary differences that arise with respect to the recognition of compensation cost. Upon vesting of the awards, the temporary difference related to the compensation expense for financial reporting purposes is eliminated when the tax deduction is taken.
Compensation cost for ISOP awards to designated eligible employees is measured on the Fair Value of the award at the date of grant. The grant-date Fair Value is not adjusted for subsequent changes in the Fair Value of the underlying award. The Company recognizes expense on employee awards over the requisite service period with a corresponding credit to additional paid-in capital. The service period begins on the date of grant and ends when the required service has been provided, which is the date the matching credits vest. For the ISOP awards to employees, in most instances, there is a difference between the amount and timing of compensation cost recognized for financial reporting purposes and compensation cost that is deductible for income tax purposes. Excess tax benefits (i.e. when tax deduction exceeds previously established deferred tax asset) are recognized as additional paid-in capital in the period the benefit is realized. Tax shortfalls (i.e. when deferred tax assets exceeds tax deduction) are offset against any existing additional paid-in capital to the extent previously realized from excess tax benefits. Any remaining shortfall is recognized as a charge to tax expense. During 2012, 114,727 ISOP matching credits to employees vested with an intrinsic value of $1.2 million and there was a $91,000 tax shortfall that was charged to expense because the Company had previously utilized all additional paid-in capital arising from excess tax benefits. During 2011, 190,353 awards to employees vested with an intrinsic value of $1.8 million and there was $136,000 tax shortfall that was offset against additional paid-in capital. There was $612,000 and $1.5 million of unrecognized compensation costs on the employee awards at December 31, 2012 and 2011, respectively. The unrecognized costs are expected to be recorded over the remaining contractual term of the awards.
Set forth below is a summary of ISOP employee transactions.
| Transactions |
ISOP Employee Credits |
Weighted Grant Date Fair Value |
Intrinsic Value 000’s |
Weighted Remaining Contractual Term (Yrs) |
||||||||||||
| Balance December 31, 2011 |
499,486 | $ | 8.99 | $ | 4,785 | 0.9 | ||||||||||
| Awards Granted |
58,375 | 10.29 | ||||||||||||||
| Non-employee to employee awards (1) |
19,128 | 10.62 | ||||||||||||||
| Employee to non-employee awards (2) |
(50,987 | ) | 8.83 | |||||||||||||
| Vesting of Credits |
(114,727 | ) | 10.40 | |||||||||||||
| Forfeited |
(48,761 | ) | 7.38 | |||||||||||||
|
|
|
|||||||||||||||
| Balance December 31, 2012 |
362,514 | 8.55 | $ | 3,680 | 0.4 | |||||||||||
|
|
|
|||||||||||||||
| Expected to Vest |
344,394 | $ | 8.56 | $ | 3,496 | 0.3 | ||||||||||
| (1) | Transaction arising from conversion of former independent agents to designated employees |
| (2) | Transactions arising from conversion of former designated employee to independent agent |
F-59
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Initial compensation cost for non-employee awards is measured on the Fair Value of the award at the date of grant. Compensation cost is remeasured at each financial reporting date, based on the current share price of the Company’s stock, until settlement of the award. During the requisite service period, compensation cost recognized for non-employee awards is based on the proportionate amount of the required service that has been rendered to date with a corresponding credit to a liability account. Upon vesting, the Company reduces the liability with a corresponding credit to equity. There was $4.4 million and $5.7 million of unrecognized compensation costs on the non-employee awards at December 31, 2012 and 2011, respectively. The unrecognized costs are expected to be recorded over the remaining contractual term.
The accounting treatment of the Company’s non-employee awards results in unpredictable stock-based compensation charges, dependent upon fluctuations in the fair value of the Company’s common stock, as determined by the Company’s Board of Directors. In periods of decline in the fair value of HealthMarkets common stock, the Company will recognize less stock-based compensation expense than in periods of appreciation. In addition, in circumstances where increases in the fair value of the Company’s common stock are followed by declines, negative stock-based compensation expense may result as the cumulative liability for unvested stock-based compensation expense is adjusted. At December 31, 2012 and 2011, the Company’s liability for future unvested benefits under the Agents Plans was $8.8 million and $6.3 million, respectively. Set forth below is a summary of ISOP non-employee transactions.
| Transactions |
ISOP Non-Employee Credits |
Intrinsic Value 000’s |
Weighted Remaining Contractual Term (Yrs) |
|||||||||
| Balance December 31, 2011 |
1,770,050 | $ | 16,957 | 1.9 | ||||||||
| Awards Granted |
430,554 | |||||||||||
| Non-employee to employee awards (1) |
(19,128 | ) | ||||||||||
| Employee to non-employee awards (2) |
50,987 | |||||||||||
| Vesting of Credits |
(309,699 | ) | ||||||||||
| Forfeited |
(290,086 | ) | ||||||||||
|
|
|
|||||||||||
| Balance December 31, 2012 |
1,632,678 | $ | 16,572 | 1.5 | ||||||||
|
|
|
|||||||||||
| Expected to Vest |
1,297,260 | $ | 13,167 | 0.9 | ||||||||
| (1) | Transaction arising from conversion of former independent agents to designated employees |
| (2) | Transactions arising from conversion of former designated employee to independent agent |
HealthMarkets 401(k) and Savings Plan
The Company maintains the HealthMarkets 401(k) and Savings Plan (the “Employee Plan”) for the benefit of its employees. The Employee Plan enables employees to make pre-tax contributions to the Employee Plan (subject to overall limitations) and to receive matching contributions made by the Company. Beginning in 2010, contributions funded by the Company vest 100% immediately for participants who were employed with the Company in 2010, and to any new participants who enroll in the Employee Plan in 2011. For participants first entering the Employee Plan after 2011, matching contributions will vest on a 4 year graduated vesting schedule.
Three key provisions of the Employee Plan were amended during 2008: (i) the supplemental contribution was suspended in April 2008 and is now discretionary, (ii) through December 31, 2010, the matching contribution was increased from 50% to 100% of an employee’s pre-tax contribution, up to 6% of eligible compensation and (iii) an automatic enrollment feature was added in June of 2008. Effective January 1, 2011, the Company’s matching contribution returned to 50% of an employee’s pre-tax contributions, up to 6% of eligible compensation.
F-60
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In accordance with the terms of the Employee Plan, during 2012, 2011 and 2010, the Company made matching contributions of $1.3 million, $1.3 million and $3.4 million, respectively.
Employee Stock Plans
At December 31, 2012, the Company had various share-based plans for employees and directors, which are described below. Set forth below are amounts recognized in the financial statements with respect to these plans.
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Amounts included in reported financial results: |
||||||||||||
| Total cost of stock options |
$ | 1,457 | $ | 1,318 | $ | 8,105 | ||||||
| Total cost of restricted stock awards |
656 | 791 | 8,130 | |||||||||
| Total cost (benefit) of phantom stock plans |
51 | 305 | (435 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Amount charged against income, before tax |
2,164 | 2,414 | 15,800 | |||||||||
| Related tax benefit |
757 | 845 | 5,530 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net expense included in financial results |
$ | 1,407 | $ | 1,569 | $ | 10,270 | ||||||
|
|
|
|
|
|
|
|||||||
The Company recognized $0, $793,000 and $1.1 million of tax shortfalls in 2012, 2011 and 2010, respectively, from share-based compensation as cash from financing activities.
HealthMarkets 2006 Management Option Plan
In accordance with the Second Amended and Restated HealthMarkets 2006 Management Option Plan (the “2006 Plan”), restricted share awards or options to purchase up to an aggregate of 4,589,741 shares of the Company’s Class A-1 common stock may be granted from time to time to officers, employees and non-employee directors of the Company. Share requirements may be met from unissued or treasury shares. Stock option awards issued under the 2006 Plan expire ten years following the grant date and become immediately exercisable upon the occurrence of a “Change of Control” (generally, as defined in the 2006 Plan) if the optionee remains in the continuous employ of the Company until the date of the consummation of such Change of Control.
Non-qualified options to purchase shares of Class A-1 common stock have been granted under the 2006 Plan to certain employees and directors with the following various terms.
Certain employees have received options (the “Employee Options”) that vest in multiples tranches as follows: One-third of the Employee Options vest in 20% increments over five years with an exercise price equal to the fair value per share at the date of grant (the “Time-Based Options”). One-third of the Employee Options vest in increments of 25%, 25%, 17%, 17% and 16% over five years, provided that the Company shall have achieved certain annually specified performance targets, with an exercise price equal to the fair market value on the date of grant (the “Performance-Based Options”). With respect to the Performance-Based Options, the Company recognizes expense for the particular increment that is vesting, over the period of service based on the service inception date, period end fair value, and the probability of achieving the performance criteria. Any Performance-Based Options for which an optionee does not earn the right to exercise in any year shall expire and terminate. The remaining one-third of the Employee Options vest in increments of 25%, 25%, 17%, 17% and 16% over five years with an initial exercise price equal to the fair market value at the date of grant. The exercise price increases 10% each year beginning on the second anniversary of the grant date and ending on the fifth anniversary of the grant date (the “Increasing Exercise Price Options”).
F-61
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In addition to the Employee Options described above, additional non-qualified options to purchase shares of Class A-1 common stock have been granted under the 2006 Plan to certain non-employee directors as well as certain employees that vest in 20% increments on each of the first five anniversaries of the grant date.
In 2012, 586,000 non-qualified options to purchase shares of Class A-1 common stock were granted under the 2006 Plan with 250,000 that vest quarterly over 5 years beginning 3/1/2013; 330,000 that vest annually over 5 years and 6,000 that vest on December 31, 2014. One-half of the awards vesting December 31, 2014 are subject to the achievement of individual annual specified performance targets.
In 2011, 623,000 non-qualified options to purchase shares of Class A-1 common stock were granted under the 2006 Plan to certain employees that vest on December 31, 2014. Vesting on one-half of the awards is subject to the achievement of individual annual specified performance targets.
Set forth below is a summary of stock option transactions including certain information with respect to the Performance-Based Options for which no performance goals have been established.
| Options Outstanding for Accounting (Excludes Options with no Performance Criteria) |
Performance-based Options(a) | Combined Total |
||||||||||||||||||||||||||||||||||
| Number of Shares |
Average Option Price per Share ($) |
Aggregate Intrinsic Value ($) in (000’s) |
Remaining Contractual Term |
Number of Shares |
Average Option Price per Share ($) |
Aggregate Intrinsic Value ($) in (000’s) |
Remaining Contractual Term |
Number of Shares |
||||||||||||||||||||||||||||
| Outstanding options at December 31,2011 |
2.559,955 | 9.99 | 3,170 | 7.4 | 3,605 | 16.90 | 0 | 6.9 | 2,563,560 | |||||||||||||||||||||||||||
| Granted |
586,000 | 10.19 | 0 | 0 | 0.00 | 0 | 0 | 586,000 | ||||||||||||||||||||||||||||
| Performance defined |
1,378 | 18.94 | 0 | (1,378 | ) | 18.94 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| Expired |
(402,249 | ) | 16.58 | 0 | 0 | 0.00 | 0 | 0 | (402,249 | ) | ||||||||||||||||||||||||||
| Cancelled |
(309,000 | ) | 8.71 | 446 | 0 | 0.00 | 0 | 0 | (309,000 | ) | ||||||||||||||||||||||||||
| Exercised/Settled |
(90,000 | ) | 7.00 | 300 | 0 | 0.00 | 0 | 0 | (90,000 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Outstanding options at December 31, 2012 |
2,346,084 | 9.22 | 3,619 | 8.3 | 2,227 | 15.63 | 0 | 6.0 | 2,348,311 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Options exercisable at December 31, 2012 |
568,905 | 10.21 | 1,344 | 7.0 | 0 | 0.00 | 0 | 0 | 568,905 | |||||||||||||||||||||||||||
| Options expected to vest |
2,101,192 | 9.22 | 3,397 | 8.2 | 2,167 | 15.65 | 0 | 6.0 | 2,103,359 | |||||||||||||||||||||||||||
| (a) | Includes future vesting increments of Performance-Based Options currently not considered granted and outstanding for accounting purposes. |
F-62
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Set forth below is a summary of stock options (including future vesting increments of Performance-Based Options currently not considered granted and outstanding for accounting purposes) outstanding and exercisable at December 31, 2012:
| Options Outstanding | Options Exercisable | |||||||||||||||||||
| Exercise Prices |
Outstanding Options December 31, 2012 |
Weighted- Average Remaining Contractual Life |
Weighted- Average Exercise Price ($) |
Exercisable Options December 31, 2012 |
Weighted- Average Exercise Price ($) |
|||||||||||||||
| $7.00 - $ 9.00 |
1,055,000 | 7.6 years | 7.16 | 440,750 | 7.16 | |||||||||||||||
| $9.01 - $11.00 |
1,200,000 | 9.1 years | 9.78 | 42,000 | 9.49 | |||||||||||||||
| $11.01 - $13.00 |
0 | 0.0 years | 0.00 | 0 | 0.00 | |||||||||||||||
| $13.01 - $16.00 |
13,000 | 6.1 years | 15.06 | 8,251 | 15.06 | |||||||||||||||
| $16.01 - $25.00 |
55,975 | 3.6 years | 22.99 | 53,828 | 23.18 | |||||||||||||||
| $25.01 - $35.00 |
1,000 | 5.2 years | 31.06 | 820 | 31.06 | |||||||||||||||
| $35.01 - $45.00 |
22,168 | 3.2 years | 36.18 | 22,088 | 36.17 | |||||||||||||||
| $45.01 - $55.00 |
834 | 0.8 years | 47.80 | 834 | 47.80 | |||||||||||||||
| $55.01 - $65.00 |
334 | 4.9 years | 56.29 | 334 | 56.29 | |||||||||||||||
| $65.01 - $99.00 |
0 | 0.0 years | 0.00 | 0 | 0.00 | |||||||||||||||
|
|
|
|
|
|||||||||||||||||
| 2,348,311 | 8.3 years | 9.23 | 568,905 | 10.21 | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||
The Company measures the fair value of service-based options at the date of grant using a Black-Scholes option-pricing model. The weighted-average grant-date fair value of stock options granted during 2012, 2011 and 2010 was $4.28, $4.31 and $3.48 per option, respectively. Set forth below are the assumptions used in arriving at the fair value of options during 2012, 2011 and 2010.
| For the Year Ended December 31 | ||||||||||||
| Black-Scholes Values |
2012 | 2011 | 2010 | |||||||||
| Expected volatility |
35.67 | % | 39.55 | % | 35.60 | % | ||||||
| Expected dividend yield |
0.00 | % | 0.00 | % | 0.00 | % | ||||||
| Risk-free interest rate |
1.32 | % | 1.71 | % | 2.40 | % | ||||||
| Expected life in years |
8.07 | 7.94 | 7.43 | |||||||||
| Weighted-average grant date fair value |
$ | 4.28 | $ | 4.31 | $ | 3.48 | ||||||
Risk-free interest rates are derived from the U.S. Treasury strip yield curve in effect at the time of the grant. The expected life of all other options was derived from output of a binomial model and represents the period of time that the options are expected to be outstanding. Expected volatilities were calculated as one-half of the average historical volatility of comparable companies during the time period, plus one-half of average implied volatility of comparable companies. The Company utilized historical data to estimate share option exercise and employee departure behavior.
The total intrinsic value of options exercised during 2012, 2011 and 2010 was $300,000, $77,000 and $-0-, respectively. The Company cash settled the stock options exercised during 2011 at the intrinsic value of $77,000 and no additional expense was recognized at settlement. At December 31, 2012, there was $6.2 million of unrecognized compensation costs related to non-vested stock options which are expected to be recorded over an average period of 2.5 years.
F-63
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Restricted Stock
Restricted stock has been granted under the 2006 Plan and individual agreements. Until the lapse of restrictions, generally extending over a five-year period, all unvested shares are subject to forfeiture if a grantee ceases to provide services to the Company as an employee. Upon a change in control of the Company, the shares of restricted stock are no longer subject to forfeiture. The restricted shares are eligible to receive dividends on unvested shares. The dividends are paid to the individual upon vesting of the awards. The Company paid dividends upon vesting of restricted shares of $0 and $661,000 in 2012 and 2011, respectively.
Set forth below is a summary of restricted stock transactions in 2012.
| Restricted Share Awards (#) |
Weighted Grant Date Fair Value ($) |
|||||||
| Outstanding at December 31, 2011 |
374,000 | 7.14 | ||||||
| Granted |
120,000 | 10.15 | ||||||
| Vested |
(96,000 | ) | 7.14 | |||||
| Forfeited |
(60,000 | ) | 7.00 | |||||
|
|
|
|
|
|||||
| Outstanding at December 31, 2012 |
338,000 | 8.22 | ||||||
|
|
|
|
|
|||||
| Expected to Vest |
338,000 | 8.22 | ||||||
During 2012, 2011 and 2010, the Company recorded compensation expense associated with restricted stock awards of $656,000 $791,000 and $8.1 million, respectively. Included in the 2010 $8.1 million expense is $4.7 million expense in connection with the accelerated vesting of restricted shares in connection with the departure of two Company executives. At December 31, 2012, there was $2.6 million of unrecognized compensation costs, which are expected to be recorded over an average period of 3.4 years.
Other Stock-Based Compensation Plans
The Company has had various stock-based incentive programs where the Company agreed to distribute, in cash, an aggregate of the dollar equivalent of various HealthMarkets’ shares to eligible participants of each program. At December 31, 2011, the Company had one stock-based incentive program outstanding where the Company agreed to distribute, in cash, an aggregate of the dollar equivalent of 100,000 HealthMarkets shares to eligible participants. Distributions under the programs vary from 25% annual payments to 100% payment at the end of four years. During 2012, 2011 and 2010, the Company paid $325,000, $289,000 and $1.9 million, respectively, under these plans. For financial reporting purposes, the Company recognizes compensation expense, adjusted to the value of HealthMarkets’ shares at each accounting period, over the required service period. At December 31, 2012 and 2011, the Company’s liability for future benefits payable under these programs was $0 and $274,000, respectively, and was recorded in “Other liabilities” on the consolidated balance sheets.
F-64
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
14. NET INCOME (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted earnings (loss) per share for each of the years ended December 31, 2012, 2011 and 2010:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands except per share amounts) | ||||||||||||
| Income (loss) from continuing operations |
$ | (7,255 | ) | $ | 13,747 | $ | 58,640 | |||||
| Income from discontinued operations |
321 | 79 | 66 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) available to common shareholders |
$ | (6,934 | ) | $ | 13,826 | $ | 58,706 | |||||
|
|
|
|
|
|
|
|||||||
| Weighted average shares outstanding, basic |
30,350 | 30,387 | 29,769 | |||||||||
| Dilutive effect of stock options and other shares (see Note 13) |
0 | 873 | 930 | |||||||||
|
|
|
|
|
|
|
|||||||
| Weighted average shares outstanding, dilutive |
30,350 | 31,260 | 30,699 | |||||||||
|
|
|
|
|
|
|
|||||||
| Basic earnings (loss) per share: |
||||||||||||
| From continuing operations |
$ | (0.24 | ) | $ | 0.45 | $ | 1.97 | |||||
| From discontinued operations |
0.01 | 0.00 | 0.00 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income per share, basic |
$ | (0.23 | ) | $ | 0.45 | $ | 1.97 | |||||
|
|
|
|
|
|
|
|||||||
| Diluted earnings (loss) per share: |
||||||||||||
| From continuing operations |
$ | (0.24 | ) | $ | 0.44 | $ | 1.91 | |||||
| From discontinued operations |
0.01 | 0.00 | 0.00 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) per share, diluted |
$ | (0.23 | ) | $ | 0.44 | $ | 1.91 | |||||
|
|
|
|
|
|
|
|||||||
During the year ended December 31, 2012, 933,728 of common stock equivalents were anti-dilutive. Consequently, the effect of their conversion into shares of common stock has been excluded from the calculation of diluted net income (loss) per share.
15. RELATED PARTY TRANSACTIONS
Introduction
At December 31, 2012, affiliates of The Blackstone Group, Goldman Sachs Capital Partners and Credit Suisse-DLJ Merchant Banking Partners held approximately 53.89%, 22.09%, and 11.05%, respectively, of the Company’s outstanding equity securities. Certain members of the Board of Directors of the Company are affiliated with the Private Equity Investors. In particular, Chinh E. Chu and Jason K. Giordano serve as a Senior Managing Director and Managing Director, respectively, in the Corporate Private Equity group of The Blackstone Group; Adrian M. Jones serves as Managing Director of Goldman, Sachs & Co; and R. Neal Pomroy is Partner of Credit Suisse-DLJ Merchant Banking Partners.
Transactions with the Private Equity Investors
Transaction and Monitoring Fee Agreements
At the closing of the Merger, the Company entered into separate Transaction and Monitoring Fee Agreements with advisory affiliates of each of the Private Equity Investors, whereby the advisory affiliates agreed to provide to the Company ongoing monitoring, advisory and consulting services, for which the Company agreed to pay to affiliates of each of The Blackstone Group, Goldman Sachs Capital Partners and Credit Suisse-
F-65
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
DLJ Merchant Banking Partners an annual monitoring fee in an amount equal to $7.7 million, $3.2 million and $1.6 million, respectively. The annual monitoring fees are, in each case, subject to an upward adjustment in each year based on the ratio of the Company’s consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) in such year to consolidated EBITDA in the prior year, provided that the aggregate monitoring fees paid to all advisors pursuant to the Transaction and Monitoring Fee Agreements in any year shall not exceed the greater of $15.0 million or 3% of consolidated EBITDA in such year. The aggregate annual monitoring fees of $12.5 million for each of 2012 and 2011 were paid in full to the advisory affiliates of the Private Equity Investors in January of each year. The aggregate annual monitoring fee of $15.0 million for 2010 included an initial payment of $12.5 million paid in January 2010 and an additional $2.5 million paid in April 2010 representing an upward adjustment. The monitoring fees were expensed ratably during the year incurred in “Other expenses” on the consolidated statements of operations in the Corporate reporting segment. Of the aggregate annual monitoring fees of $12.5 million for 2013, the Company paid $12.5 million in January 2013. The Company does not expect to incur any additional monitoring fees related to the Transaction and Monitoring Fee Agreements for 2013.
Future Transaction Fee Agreements
In accordance with the terms of separate Future Transaction Fee Agreements, each dated as of May 11, 2006, affiliates of each of the Private Equity Investors agreed to provide to the Company certain financial and strategic advisory services with respect to future acquisitions, divestitures and recapitalizations. For such services, affiliates of The Blackstone Group, Goldman Sachs Capital Partners and Credit Suisse-DLJ Merchant Banking Partners are entitled to receive 0.6193%, 0.2538% and 0.1269%, respectively, of the aggregate enterprise value of any units acquired, sold or recapitalized by the Company. The Company has not paid any Future Transaction Fees during the three years ended 2012.
Group Purchasing Organization
The Company participates in a group purchasing organization (“GPO”) that acts as the Company’s agent to negotiate with third party vendors the terms upon which the Company will obtain goods and services in various designated categories that are used in the ordinary course of the Company’s business. On behalf of the various participants in its group purchasing program, the GPO extracts from such vendors pricing terms for such goods and services that are believed to be more favorable than participants could obtain for themselves on an individual basis.
In consideration for such favorable pricing terms, each participant has agreed to obtain from such vendors not less than a specified percentage of the participant’s requirements for such goods and services in the designated categories. In connection with purchases by participants, the GPO receives a commission from the vendor in respect of such purchases. In consideration of The Blackstone Group’s facilitating the Company’s participation in the GPO and in monitoring the services that the GPO provides to the Company, the GPO has agreed to remit to an affiliate of The Blackstone Group a portion of the commission received from vendors in respect of purchases by the Company under the GPO purchasing program. The Company’s participation during 2012, 2011 and 2010 was nominal with respect to purchases by the Company under the GPO purchasing program in accordance with the terms of this arrangement.
Registration Rights Agreement
The Company is a party to a registration rights and coordination committee agreement, dated as of April 5, 2006 (the “Registration Rights Agreement”), with the investment affiliates of each of the Private Equity
F-66
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Investors, providing for demand and piggyback registration rights with respect to the Class A-1 common stock. Certain management stockholders are also expected to become parties to the Registration Rights Agreement. Following a future initial public offering of the Company’s stock, the Private Equity Investors affiliated with The Blackstone Group will have the right to demand such registration under the Securities Act of its shares for public sale on up to five occasions, the Private Equity Investors affiliated with Goldman Sachs Capital Partners will have the right to demand such registration on up to two occasions, and the Private Equity Investors affiliated with Credit Suisse-DLJ Merchant Banking Partners will have the right to demand such registration on one occasion. No more than one such demand is permitted within any 180-day period without the consent of the Board of Directors of the Company.
In addition, the Private Equity Investors have, and, if they become parties to the Registration Rights Agreement, the management stockholders will have, so-called “piggy-back” rights, which are rights to request that their shares be included in registrations initiated by the Company or by any Private Equity Investors. Following an initial public offering of the Company’s stock, sales or other transfers of the Company’s stock by parties to the Registration Rights Agreement will be subject to pre-approval, with certain limited exceptions, by a Coordination Committee that will consist of representatives from each of the Private Equity Investor groups. In addition, the Coordination Committee shall have the right to request that the Company effect a shelf registration.
Investment in Certain Funds Affiliated with the Private Equity Investors
On April 20, 2007, the Company’s Board of Directors approved a $10.0 million investment by Mid-West in Goldman Sachs Real Estate Partners, L.P., a commercial real estate fund managed by an affiliate of Goldman Sachs Capital Partners. The Company has committed such investment to be funded over a series of capital calls. In 2012, the Company did not fund any capital calls and received $152,000 in capital distributions. At December 31, 2012, based on funding by the Company and commitment reductions of $3.6 million by the fund managers, the Company had a remaining commitment to Goldman Sachs Real Estate Partners, L.P. of $1.6 million.
On April 20, 2007, the Company’s Board of Directors approved a $10.0 million investment by MEGA in Blackstone Strategic Alliance Fund L.P., a hedge fund of funds managed by an affiliate of The Blackstone Group. The Company has committed such investment to be funded over a series of capital calls. In 2012, the Company funded no capital calls; received capital distributions of $396,000; and received a distribution of earnings of $220,000. As of December, 2012, the Company had a remaining commitment to The Blackstone Strategic Alliance Fund L.P. of $407,000.
Special Dividend
In connection with the special cash dividend in the amount of $3.94 per share declared on February 25, 2010 and payable on March 9, 2010, affiliates of each of The Blackstone Group, Goldman Sachs Capital Partners and Credit Suisse-DLJ Merchant Banking Partners received cash dividends in the amount of $65.0 million, $26.6 million and $13.3 million, respectively.
Other
From time to time, the Company may obtain goods or services from parties in which the Private Equity Investors hold an equity interest. During 2012, 2011 and 2010, the Company held several events at a hotel in which an affiliate of The Blackstone Group holds an equity interest. During 2012, 2011 and 2010 in connection
F-67
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
with these events, the Company paid the hotel approximately $919,000, $601,000 and $3.6 million, respectively. Additionally, employees of the Company traveling on business may also, from time to time, receive goods or services from entities in which the Private Equity Investors hold an equity interest.
The Company also outsources some of its claim processing function to a service provider that became affiliated with The Blackstone Group in late 2011. During 2012 the Company paid this service provider $2.0 million.
16. COMMITMENTS AND CONTINGENCIES
Litigation Matters
The Company is a party to the following material legal proceedings:
People of the State of California v. HealthMarkets et al.
As previously disclosed, on October 20, 2010, HealthMarkets, Inc., MEGA, Mid-West and certain of the Company’s private equity investors were named as defendants in an action filed by the City Attorney for Los Angeles on behalf of the State of California (People of the State of California v. HealthMarkets et al.) in the Superior Court for the State of California, Los Angeles County Central District, Case No. BC447836. Plaintiff alleges, among other things, that the insurance company defendants violated the California Unfair Competition Law by improperly marketing limited forms of health insurance for which coverage was allegedly misrepresented as being comprehensive in nature. Plaintiff further alleges that the insurance company defendants violated the California False Advertising Law by using various forms of false advertising in connection with the sale and distribution of their insurance coverage. Plaintiff seeks civil penalties under California Law in the amount of $2,500 for each violation, as well as equitable relief in the form of restitution for the value of all money or property that the defendants allegedly acquired by means of unfair competition, deceptive marketing and false advertising. In August 2011, the Court dismissed The Blackstone Group (“Blackstone”) and Goldman Sachs defendants from this matter on the basis that the plaintiff had not plead facts with sufficient specificity to constitute a valid cause of action against these parties. After a series of amended complaints in which the plaintiff unsuccessfully attempted to state a cause of action against Blackstone, on December 17, 2012, the Court sustained Blackstone’s demurrer to the Third Amended Complaint and once again dismissed Blackstone from the case, but granted the plaintiff leave to file a fourth amended complaint and permitted further discovery to proceed. Plaintiff filed a fourth amended complaint in January 2013 which the Company answered on February 26, 2013. The Company is mounting a vigorous defense of this action. However, given the early stage of this matter, the Company is unable to determine at this time what, if any, impact it may have on the Company’s consolidated financial condition or results of operations.
Insurance Litigation
As previously disclosed, Mid-West was named as a defendant in an action filed on January 15, 2004 (Howard Myers v. Alliance for Affordable Services, Mid-West et al.) in the District Court of El Paso County, Colorado, Case No. 04-CV-192. Plaintiff alleged fraud, breach of contract, negligence, negligent misrepresentation, bad faith, and breach of the Colorado Unfair Claims Practices Act. Plaintiff seeks unspecified compensatory, punitive, special and consequential damages, costs, interest and attorneys’ fees. Mid-West removed the case to the United States District Court for the District of Colorado. On August 26, 2008, the Court granted Mid-West’s motion for summary judgment and dismissed all claims. Plaintiff appealed the dismissal of this matter to the United States Tenth Circuit Court of Appeals which, on April 7, 2010, affirmed the dismissal. On June 16, 2008, plaintiff filed a related action with similar allegations naming HealthMarkets and Cornerstone
F-68
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
America (formerly the principal marketing division of Mid-West) (Lukas Myers and Howard Myers et al. v. HealthMarkets, Inc., Cornerstone America, et al.) in the District Court of Arapahoe County, Colorado, Case No. 08-CV-1236 (the “Myers II matter”). Plaintiffs allege several causes of action, including fraud, fraudulent misrepresentation, breach of contract, bad faith and breach of the Colorado Consumer Protection Act, and seek unspecified compensatory and punitive damages, treble damages under the Colorado Consumer Protection Act, costs and attorneys’ fees. The state court has entered a stay of the Myers II matter pending resolution of the reopening of plaintiff’s bankruptcy. Discovery in the bankruptcy matter is proceeding. The Company believes that resolution of this matter, after consideration of applicable reserves and/or potentially available insurance coverage benefits, will not have a material adverse effect on the Company’s consolidated financial condition and results of operations.
Invasion of Privacy Litigation
As previously disclosed, on December 18, 2008, HealthMarkets and MEGA were named as defendants in a putative class action (Jerry T. Hopkins, individually and on behalf all those others similarly situated v. HealthMarkets, Inc. et al.) pending in the Superior Court of Los Angeles County, California, Case No. BC404133. Plaintiff alleged invasion of privacy in violation of California Penal Code § 630, et seq., negligence and the violation of common law privacy arising from allegations that the defendants monitored and/or recorded the telephone conversations of California residents without providing them with notice or obtaining their consent. Following the denial of plaintiff’s motion for class certification, in February 2012, the parties settled this matter on terms that, after consideration of applicable reserves and/or potentially available insurance coverage benefits, did not have a material adverse effect on the Company’s consolidated financial condition and results of operations.
Agent Litigation
On July 6, 2010, HealthMarkets, Inc., MEGA and Mid-West were named as defendants in a putative class action (Jeffrey Cutter, Rina Discepolo, on behalf of themselves and others similarly situated v. HealthMarkets, Inc. et al.) pending in the Norfolk County Superior Court, Commonwealth of Massachusetts, Case No. 1:10-cv:11488-JLT. On August 13, 2010, this matter was removed to the United States District Court for the District of Massachusetts. The complaint alleges that the named plaintiffs (former district sales leaders contracted with the Company’s insurance subsidiaries) were employees (rather than independent contractors) under Massachusetts law and are therefore entitled, among other relief, to recover certain business costs under the Massachusetts Wage Act. On July 21, 2011, the Court certified the class. In August 2012, the parties agreed to settle this matter, which settlement was approved by the Court on December 11, 2012. The resolution of this matter, after consideration of applicable reserves and/or potentially available insurance coverage benefits, did not have a material adverse effect on the Company’s consolidated financial condition and results of operations.
Commonwealth of Massachusetts Litigation
As previously disclosed, on October 23, 2006, MEGA was named as a defendant in an action filed by the Massachusetts Attorney General on behalf of the Commonwealth of Massachusetts (Commonwealth of Massachusetts v. The MEGA Life and Health Insurance Company), pending in the Superior Court of Suffolk County, Massachusetts, Case Number 06-4411-F. HealthMarkets, Inc. and Mid-West (together with MEGA, the “Defendants”) were added as defendants on August 22, 2007. Plaintiff alleged, among other things, that Defendants engaged in unfair and deceptive practices and illegal association membership practices, imposed illegal waiting periods and restrictions on coverage of pre-existing conditions and failed to comply with Massachusetts law regarding mandatory benefits. On August 31, 2009, the Defendants and the Commonwealth of Massachusetts agreed to settle this matter by executing a Final Judgment by Consent (the “Consent”), which the
F-69
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Court approved on September 3, 2009. By entering into the Consent, the Defendants did not admit to any violation of law or liability. The settlement terms include a collective total payment of $15.0 million, subject to certain credits for payments made under the August 26, 2009 Regulatory Settlement Agreement with the Massachusetts Division of Insurance (the “Settlement Agreement”). Each Defendant paid $5.0 million, comprised of (i) $1.0 million to be paid as civil penalties (the “Penalties Payment”); (ii) $250,000 to be paid as attorneys’ fees and costs; and (iii) $3.75 million to be paid for consumer compensatory damages and other consumer relief (the “Consumer Relief Payments”). The Consent acknowledges the obligations of MEGA and Mid-West under the Settlement Agreement to pay $2.0 million, together with amounts pursuant to a claims reassessment process. The Consent provides credits as follows: (i) the $2.0 million payment under the Settlement Agreement will be credited towards the $2.0 million in Penalties Payments that MEGA and Mid-West would otherwise be required to collectively pay and (ii) based on amounts to be paid by MEGA and Mid-West under the Settlement Agreement for claims reassessment, the Attorney General will provide a preliminary credit of $400,000 toward the Consumer Relief Payments due collectively from MEGA and Mid-West. If the total amount of such claims reassessment payments is less than $400,000, MEGA and Mid-West must pay the difference. The Company paid $12.6 million in September 2009 in accordance with the terms of the Consent. As previously disclosed, on July 2, 2012, MEGA and Mid-West collectively paid an additional $288,184 to the Massachusetts Attorney General. These payments represent, collectively, the difference between the claims reassessment payments made and $400,000, and effectively close all outstanding matters under the Consent. The resolution of this matter, after consideration of applicable reserves and/or potentially available insurance coverage benefits, did not have a material adverse effect on the Company’s consolidated financial condition on results of operations.
General Litigation Matters
The Company and its subsidiaries are parties to various other pending and threatened legal proceedings, claims, demands, disputes and other matters arising in the ordinary course of business, including some asserting significant liabilities arising from claims, demands, disputes and other matters with respect to insurance policies, relationships with agents, relationships with former or current employees and other matters. From time to time, some such matters, where appropriate, may be the subject of internal investigation by management, the Board of Directors, or a committee of the Board of Directors.
Given the expense and inherent risks and uncertainties of litigation, the Company regularly evaluates litigation matters pending against it to determine if settlement of such matters would be in the best interests of the Company and its stockholders. The costs associated with any such settlement could be substantial and, in certain cases, could result in an earnings charge in any particular quarter in which the Company enters into a settlement agreement. Although HealthMarkets has recorded litigation reserves, which represent the Company’s best estimate on probable losses, recorded reserves might prove to be inadequate to cover an adverse result or settlement for extraordinary matters. Therefore, costs associated with the various litigation matters to which the Company is subject and any earnings charge recorded in connection with a settlement agreement could have a material adverse effect on the Company’s consolidated financial condition and results of operations.
Regulatory Matters
Multi-state Market Conduct Examination
As previously disclosed, in March 2005, the Company received notification that the Market Analysis Working Group of the NAIC had chosen the states of Washington and Alaska to lead a multi-state market conduct examination (the “Multistate Examination”) of The MEGA Life and Health Insurance Company, Mid-West National Life Insurance Company of Tennessee and The Chesapeake Life Insurance Company (the
F-70
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
“Insurance Companies”). On May 29, 2008, the Insurance Companies entered into a regulatory settlement agreement (“RSA”) with the states of Washington and Alaska, as lead regulators, and three other states – Oklahoma, Texas and California (collectively, the “Monitoring Regulators”). The RSA provided, among other things, for a monetary penalty in the amount of $20 million, a potential additional monetary penalty up to an additional $10 million if the Insurance Companies were found not to comply with the requirements of the RSA when re-examined, and an “Outreach Program” to be administered by the Insurance Companies with certain existing insureds. The Insurance Companies’ compliance with the RSA was monitored by the Monitoring Regulators, through semi-annual reports from the Insurance Companies. The Monitoring Regulators were responsible for determining the amount of the additional penalty for any failure to comply with the requirements of the RSA through a re-examination. As previously disclosed, following a re-examination by the Monitoring Regulators to assess the Insurance Companies’ performance with respect to RSA Standards for Performance Measurement, effective June 26, 2012, the Insurance Companies entered into an agreement with the Monitoring Regulators which included a monetary penalty of $325,000 and completed and closed the Multistate Examination (the “Agreement”) as to all of the state insurance regulators which signed the RSA on terms that that, after consideration of applicable reserves, did not have a material adverse effect on the Company’s consolidated financial condition and results of operations.
General Regulatory Matters
In addition to the regulatory matters discussed above, the Company’s insurance subsidiaries are subject to market conduct or other regulatory examinations, inquiries or proceedings arising in the ordinary course of business. State insurance regulatory agencies have authority to levy significant fines and penalties and require remedial action resulting from findings made during the course of such matters. Market conduct or other regulatory examinations, inquiries or proceedings could result in, among other things, changes in business practices that require the Company to incur substantial costs. Such results, individually or in combination, could injure the Company’s reputation, cause negative publicity, adversely affect the Company’s debt and financial strength ratings, place the Company at a competitive disadvantage in marketing or administering its products or impair the Company’s ability to sell insurance policies or retain customers, and could have a material adverse effect on the Company’s consolidated financial condition and results of operations.
Leases
The Company and its subsidiaries lease office space under various lease agreements with initial lease periods ranging from three to ten and one-half years. At December 31, 2012, minimum rental commitments under non-cancellable operating leases were as follows:
| Operating | ||||
| Leases | ||||
| (In thousands) | ||||
| 2013 |
$ | 4,478 | ||
| 2014 |
2,880 | |||
| 2015 |
2,179 | |||
| 2016 |
1,381 | |||
| 2017 |
259 | |||
| Thereafter |
31 | |||
|
|
|
|||
| Total minimum lease payments |
$ | 11,208 | ||
| Sublease proceeds |
(1,306 | ) | ||
|
|
|
|||
| Net lease payments |
$ | 9,902 | ||
|
|
|
|||
F-71
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Rent expense for the years ended December 31, 2012, 2011 and 2010 was $4.6 million, $4.6 million and $4.3 million, respectively. The Company subleases office space under multiple agreements, which expire on various dates through 2023. Sublease income from such agreements was $891,000, $810,000 and $434,000 for 2012, 2011 and 2010, respectively.
During 2010, the Company recorded lease impairment expense of approximately $1.2 million. Such expense relates to five leased facilities which the Company no longer utilizes. With respect to the abandoned facilities, at December 31, 2012 the Company had a liability of $1.1 million, which is included in “Other accounts payable” on the consolidated balance sheet. Lease payments net of sublease proceeds will be applied against the liability through October 2016, which is the remaining term of the leases. Such liability is based on the future commitment, net of expected sublease income.
Student Loan Commitments
As discussed in Note 5 of Notes to Consolidated Financial Statements, the Company has outstanding commitments to fund student loans through 2026. The total commitment for the next five school years and thereafter, as well as the amount the Company expects to fund considering utilization rates and lapses, are as follows:
| Total Commitment |
Expected Funding |
|||||||
| (In thousands) | ||||||||
| 2013 |
$ | 1,877 | $ | 123 | ||||
| 2014 |
2,400 | 64 | ||||||
| 2015 |
3,207 | 60 | ||||||
| 2016 |
3,309 | 44 | ||||||
| 2017 |
3,319 | 32 | ||||||
| Thereafter |
15,331 | 66 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 29,443 | $ | 389 | ||||
|
|
|
|
|
|||||
In connection with the Company’s exit from the Life Insurance Division business, each of MEGA, Mid-West and Chesapeake entered into coinsurance agreements with Wilton Reassurance Company or its affiliates (“Wilton”). In accordance with the terms of the coinsurance agreements, Wilton will fund student loans; provided, however, that Wilton will not be required to fund any student loan that would cause the aggregate par value of all such loans funded by Wilton to exceed $10.0 million. As of December 31, 2012, approximately $1.9 million of student loans have been funded by Wilton.
The Company’s arrangements with the third-party bank previously originating student loans terminated in 2010. To date, the Company has been unable to identify a new lender and there can be no assurance that such a lender will be identified in the future. In addition, as discussed above, the making of any student loan is expressly conditioned on the availability of a guarantee for the loan, and there is no longer a guarantor for the student loan program. As a result, loans under the child term rider are not available at this time. The Company does not believe this will have a material impact to the consolidated financial statements.
Letters of Credit and Trust Agreements
In the ordinary course of business, the Company’s insurance subsidiaries reinsure certain risks with other insurance companies. A number of reinsurance contracts associated with policies issued through ZON-Re required the Company to extend a letter of credit or enter into a trust agreement primarily to secure the payment
F-72
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
of insured’s claims. At December 31, 2012, the Company had in place one trust agreement in the amount of $575,000 related to such reinsurance contracts. At December 31, 2012, the Company had no outstanding letters of credit.
17. INVESTMENT ANNUITY SEGREGATED ACCOUNTS
At December 31, 2012 and 2011, the Company had deferred investment annuity policies that have segregated account assets and liabilities, of $261.2 million and $252.4 million, respectively. These policies are funded by specific assets held in segregated custodian accounts for the purposes of providing policy benefits and paying applicable premiums, taxes and other charges as due. Because investment decisions with respect to these segregated accounts are made by the policyholders, these assets and liabilities are not presented in the Company’s financial statements. The assets are held in individual custodian accounts, from which the Company has received hold harmless agreements and indemnification.
18. ACQUISITIONS AND DISPOSITIONS
Acquisitions
Acquisition of Repp Gartner Financial, Inc.
In July 2012, the Company’s Insphere subsidiary closed an asset purchase agreement with Repp Gartner Financial, Inc. (“Repp Gartner”)—a San Diego, California based insurance agency call center—pursuant to which Insphere acquired certain assets of Repp Gartner. This transaction enables Insphere to add a call center distribution channel to its business. The initial purchase price for the purchased assets was approximately $6.1 million, with additional earn-out payments possible based on the achievement of commission revenue targets attributable to such new call center distribution channel. In addition to the purchase price, Insphere recorded a liability for unearned revenue in the amount of $1.0 million and intangible assets in the amount of $6.2 million and goodwill of $819,000, all of which is deductible for federal income tax purposes. The intangible assets may increase in the future as the Company refines its estimate for the acquisition date fair value of the contingent consideration of the additional earn-out payments discussed above. The range of the contingent consideration is $0 to approximately $6.0 million. The Company anticipates completing this in the first quarter ending March 31, 2013.
Acquisition of Beneficial Investment Services, Inc.
On April 13, 2010, the Company completed the acquisition of all of the outstanding stock of Beneficial Investment Services, Inc. (“BIS”), a broker-dealer and registered investment adviser, and changed BIS’ name to Insphere Securities, Inc. (“ISI”). The total cash consideration related to this acquisition was approximately $1.6 million. ISI was a wholly owned subsidiary of Insphere. The acquisition generated $297,000 of goodwill primarily as a result of the anticipated synergies to be achieved in combination with the portfolio of life and annuity products sold by Insphere.
On June 25, 2010, the Company determined that it would wind down the current business of ISI and related life agency sales offices located in Utah, Nevada and Arizona. After consideration of the expected costs of developing the recently acquired ISI business and the belief that the products and services available through ISI could be offered more efficiently to customers through contractual arrangements with third parties at an appropriate time in the future, the Company determined that a wind down of this business was necessary, and in the best interests of the Company. In September 2010, the Company filed Form BDW with the Financial Industry Regulatory Authority (FINRA) and the U.S. Securities and Exchange Commission and received notice that ISI’s request to withdraw as a broker/dealer was accepted and filed with FINRA’s Central Registration Depository
F-73
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
system on September 3, 2010. The Company substantially completed the orderly transition of customer accounts and completion of applicable business and regulatory requirements during the fourth quarter of 2010. The Company incurred a total pre-tax expense in connection with this action of approximately $2.4 million including the write-off of the related goodwill of $297,000.
19. SEGMENT INFORMATION
The Company operates four business segments, Commercial Health Division, Insphere, Corporate and Disposed Operations. Through the Commercial Health Division, the Company underwrites and administers a broad range of health and life insurance and supplemental products. Insphere includes net commission revenue, agent incentives, marketing costs and costs associated with the creation and development of Insphere. Corporate includes investment income not allocated to the other segments, realized gains or losses, interest expense on corporate debt, the Company’s student loans business, general expenses relating to corporate operations, variable non-cash stock-based compensation and operations that do not constitute reportable operating segments. Disposed Operations includes the remaining run out of residual operations from the disposition and wind down of other businesses prior to 2010.
Allocations of investment income and certain general expenses are based on a number of assumptions and estimates, and the business segments reported operating results would change if different allocation methods were applied. Certain assets are not individually identifiable by segment and, accordingly, have been allocated by formulas. Segment revenues include premiums and other policy charges and considerations, net investment income, commission revenue, fees and other income. Management does not allocate income taxes to segments. Transactions between reportable segments are accounted for under respective agreements, which provide for such transactions generally at cost.
Revenue from continuing operations and income (loss) from continuing operations before federal income taxes (“Operating income”) for each of our business segments and divisions were as follows:
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Revenue from continuing operations: |
||||||||||||
| Commercial Health Division |
$ | 490,735 | $ | 585,269 | $ | 798,666 | ||||||
| Insphere |
91,360 | 73,723 | 46,170 | |||||||||
| Corporate |
14,177 | 24,009 | 24,737 | |||||||||
| Intersegment Eliminations |
(28,153 | ) | (19,397 | ) | (10,327 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Total revenues excluding disposed operations |
568,119 | 663,604 | 859,246 | |||||||||
| Disposed Operations |
158 | 1,593 | 2,407 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total revenue from continuing operations |
$ | 568,277 | $ | 665,197 | $ | 861,653 | ||||||
|
|
|
|
|
|
|
|||||||
F-74
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Income (loss) from continuing operations before federal income taxes: |
||||||||||||
| Commercial Health Division |
$ | 67,202 | $ | 106,666 | $ | 249,861 | ||||||
| Insphere |
(43,957 | ) | (53,694 | ) | (81,335 | ) | ||||||
| Corporate |
(30,708 | ) | (31,251 | ) | (76,432 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Total operating income excluding disposed operations |
(7,463 | ) | 21,721 | 92,094 | ||||||||
| Disposed Operations |
812 | 1,727 | 3,023 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total income (loss) from continuing operations before federal income taxes |
$ | (6,651 | ) | $ | 23,448 | $ | 95,117 | |||||
|
|
|
|
|
|
|
|||||||
Assets by operating segment at December 31, 2012, 2011 and 2010 are set forth in the table below:
| December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Assets: |
||||||||||||
| Commercial Health Division |
$ | 361,320 | $ | 400,908 | $ | 482,227 | ||||||
| Insphere |
50,849 | 62,194 | 77,139 | |||||||||
| Corporate |
463,880 | 830,253 | 769,105 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total assets excluding assets of Disposed Operations |
876,049 | 1,293,355 | 1,328,471 | |||||||||
| Disposed Operations |
382,068 | 380,238 | 383,319 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total assets |
$ | 1,258,117 | $ | 1,673,593 | $ | 1,711,790 | ||||||
|
|
|
|
|
|
|
|||||||
Disposed Operations assets at December 31, 2012, 2011 and 2010 primarily represent reinsurance recoverable for the Company’s former Life Insurance Division of $363.8 million, $356.8 million and $356.7 million, respectively.
F-75
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
20. CONDENSED FINANCIAL INFORMATION OF HEALTHMARKETS, LLC
HealthMarkets, LLC is a wholly owned subsidiary of HealthMarkets, Inc., the holding company. HealthMarkets, LLC’s principal assets are its investments in its separate operating subsidiaries, including its regulated insurance subsidiaries. The condensed financial information of HealthMarkets, LLC is presented below.
BALANCE SHEETS
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| ASSETS | ||||||||
| Investments in and advances to subsidiaries* |
$ | 273,497 | $ | 309,721 | ||||
| Other invested assets |
3,571 | 3,570 | ||||||
| Cash, cash equivalents and short-term investments |
42,255 | 376,061 | ||||||
| Deferred financing costs and other assets |
7 | 861 | ||||||
|
|
|
|
|
|||||
| $ | 319,330 | $ | 690,213 | |||||
|
|
|
|
|
|||||
| LIABILITIES & STOCKHOLDER’S EQUITY |
||||||||
| Accrued expenses and other liabilities |
$ | 11,423 | $ | 12,924 | ||||
| Payable to HealthMarkets, Inc.* |
748 | 1,165 | ||||||
| Debt |
118,570 | 481,070 | ||||||
|
|
|
|
|
|||||
| 130,741 | 495,159 | |||||||
| Stockholder’s equity* |
188,589 | 195,054 | ||||||
|
|
|
|
|
|||||
| $ | 319,330 | $ | 690,213 | |||||
|
|
|
|
|
|||||
| * | Eliminated in consolidation. |
CONDENSED STATEMENTS OF OPERATIONS
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Income: |
||||||||||||
| Dividends from continuing operations* |
$ | 67,000 | $ | 322,250 | $ | 128,500 | ||||||
| Investment and other income |
467 | 1,391 | 832 | |||||||||
|
|
|
|
|
|
|
|||||||
| 67,467 | 323,641 | 129,332 | ||||||||||
| Expenses: |
||||||||||||
| Administrative and interest expense |
6,018 | 15,430 | 24,619 | |||||||||
|
|
|
|
|
|
|
|||||||
| Income before equity in undistributed earnings of subsidiaries |
61,449 | 308,211 | 104,713 | |||||||||
| Deficit in undistributed earnings of subsidiaries* |
(53,567 | ) | (283,986 | ) | (16,544 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net income |
$ | 7,882 | $ | 24,225 | $ | 88,169 | ||||||
|
|
|
|
|
|
|
|||||||
| * | Eliminated in consolidation. |
F-76
HEALTHMARKETS, INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
21. QUARTERLY UNAUDITED DATA
| For the Quarter Ended | ||||||||||||||||||||||||||||||||
| December 31, 2012 |
September 30, 2012 |
June 30, 2012 |
March 31, 2012 |
December 31, 2011 |
September 30, 2011 |
June 30, 2011 |
March 31, 2011 |
|||||||||||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||||||||||||||
| Income Statement Data: |
||||||||||||||||||||||||||||||||
| Revenues from continuing operations |
$ | 135,407 | $ | 140,235 | $ | 149,255 | $ | 143,380 | $ | 154,309 | $ | 161,320 | $ | 164,544 | $ | 185,024 | ||||||||||||||||
| Income (loss) from continuing operations before federal income taxes |
980 | (5,837 | ) | 1,849 | (3,643 | ) | 3,498 | 11,378 | 2,208 | 6,364 | ||||||||||||||||||||||
| Income (loss) from continuing operations |
551 | (4,041 | ) | (1,248 | ) | (2,517 | ) | 1,375 | 7,143 | 1,296 | 3,933 | |||||||||||||||||||||
| Income (loss) from discontinued operations |
(4 | ) | 16 | 28 | 281 | 44 | 11 | 10 | 14 | |||||||||||||||||||||||
| Net income (loss) |
$ | 547 | $ | (4,025 | ) | $ | (1,220 | ) | $ | (2,236 | ) | $ | 1,419 | $ | 7,154 | $ | 1,306 | $ | 3,947 | |||||||||||||
| Per Share Data: |
||||||||||||||||||||||||||||||||
| Basic earnings per common share: |
||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations |
$ | 0.01 | $ | (0.13 | ) | $ | (0.04 | ) | $ | (0.08 | ) | $ | 0.06 | $ | 0.23 | $ | 0.04 | $ | 0.13 | |||||||||||||
| Income from discontinued operations |
0.00 | 0.00 | 0.00 | 0.01 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income (loss) |
$ | 0.01 | $ | (0.13 | ) | $ | (0.04 | ) | $ | (0.07 | ) | $ | 0.06 | $ | 0.23 | $ | 0.04 | $ | 0.13 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Diluted earnings per common share: |
||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations |
$ | 0.01 | $ | (0.13 | ) | $ | (0.04 | ) | $ | (0.08 | ) | $ | 0.06 | $ | 0.23 | $ | 0.04 | $ | 0.13 | |||||||||||||
| Income from discontinued operations |
0.00 | 0.00 | 0.00 | 0.01 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income (loss) |
$ | 0.01 | $ | (0.13 | ) | $ | (0.04 | ) | $ | (0.07 | ) | $ | 0.06 | $ | 0.23 | $ | 0.04 | $ | 0.13 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Computation of earnings per share for each quarter is made independently of earnings per share for the year.
F-77
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HEALTHMARKETS, INC. (HOLDING COMPANY)
BALANCE SHEETS
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
| ASSETS | ||||||||
| Investments in and advances to subsidiaries* |
$ | 189,337 | $ | 196,219 | ||||
| Cash, cash equivalents and short-term investments |
73,302 | 74,244 | ||||||
| Refundable income taxes |
0 | 3,568 | ||||||
| Deferred income tax |
15,559 | 9,029 | ||||||
| Other |
46 | 62 | ||||||
|
|
|
|
|
|||||
| $ | 278,244 | $ | 283,122 | |||||
|
|
|
|
|
|||||
| LIABILITIES | ||||||||
| Accrued expenses and other liabilities |
$ | 6,046 | $ | 7,880 | ||||
| Agent plan liability |
1,337 | 1,965 | ||||||
| Net liabilities of discontinued operations |
934 | 1,486 | ||||||
|
|
|
|
|
|||||
| 8,317 | 11,331 | |||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock |
321 | 322 | ||||||
| Additional paid-in capital |
50,616 | 50,535 | ||||||
| Accumulated other comprehensive income |
26,373 | 21,838 | ||||||
| Retained earnings |
207,919 | 214,853 | ||||||
| Treasury stock |
(15,302 | ) | (15,757 | ) | ||||
|
|
|
|
|
|||||
| 269,927 | 271,791 | |||||||
|
|
|
|
|
|||||
| $ | 278,244 | $ | 283,122 | |||||
|
|
|
|
|
|||||
| * | Eliminated in consolidation. |
The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of HealthMarkets, Inc. and Subsidiaries.
See report of Independent Registered Public Accounting Firm.
F-78
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HEALTHMARKETS, INC. (HOLDING COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Income: |
||||||||||||
| Dividends from continuing operations* |
$ | 67,000 | $ | 0 | $ | 120,000 | ||||||
| Intercompany administrative fees* |
4,696 | 4,385 | 0 | |||||||||
| Interest and other income |
(57 | ) | 95 | 70 | ||||||||
|
|
|
|
|
|
|
|||||||
| 71,639 | 4,480 | 120,070 | ||||||||||
| Expenses: |
||||||||||||
| General and administrative expenses (includes amounts paid to related parties of $15,260, $14,434 and $16,737 in 2012, 2011 and 2010, respectively) |
25,685 | 25,751 | 52,003 | |||||||||
|
|
|
|
|
|
|
|||||||
| Income (loss) before equity in undistributed earnings of subsidiaries and federal income tax expense |
45,954 | (21,271 | ) | 68,067 | ||||||||
| Federal income tax benefit |
6,229 | 10,793 | 22,470 | |||||||||
|
|
|
|
|
|
|
|||||||
| Income (loss) before equity in undistributed earnings of subsidiaries |
52,183 | (10,478 | ) | 90,537 | ||||||||
| Surplus (deficit) in undistributed earnings of continuing operations* |
(59,438 | ) | 24,225 | (31,897 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Income (loss) from continuing operations |
(7,255 | ) | 13,747 | 58,640 | ||||||||
| Loss from discontinued operations |
0 | 0 | 0 | |||||||||
| Equity in undistributed earnings from discontinued operations* |
321 | 79 | 66 | |||||||||
|
|
|
|
|
|
|
|||||||
| Income from discontinued operations |
321 | 79 | 66 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) |
$ | (6,934 | ) | $ | 13,826 | $ | 58,706 | |||||
|
|
|
|
|
|
|
|||||||
| * | Eliminated in consolidation. |
The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of HealthMarkets, Inc. and Subsidiaries.
See report of Independent Registered Public Accounting Firm.
F-79
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HEALTHMARKETS, INC. (HOLDING COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
| For the Year Ended December 31, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (In thousands) | ||||||||||||
| Operating Activities |
||||||||||||
| Net income (loss) |
$ | (6,934 | ) | $ | 13,826 | $ | 58,706 | |||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||||||
| Loss from discontinued operations |
0 | 0 | 0 | |||||||||
| Equity in undistributed earnings of subsidiaries of discontinued operations* |
(321 | ) | (79 | ) | (66 | ) | ||||||
| Deficit (equity) in undistributed earnings of continuing operations* |
59,438 | (24,225 | ) | 31,897 | ||||||||
| Equity based compensation |
3,630 | 4,472 | 16,438 | |||||||||
| Change in accrued expenses and other liabilities |
(1,834 | ) | (3,457 | ) | (5,116 | ) | ||||||
| Change in deferred income tax |
(6,530 | ) | 4,281 | 1,276 | ||||||||
| Change in federal income tax refundable |
3,568 | 7,580 | 4,606 | |||||||||
| Other items, net |
16 | 28 | 8,012 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash provided by continuing operations |
51,033 | 2,426 | 115,753 | |||||||||
| Cash used in discontinued operations |
(231 | ) | (9 | ) | (178 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by Operating Activities |
50,802 | 2,417 | 115,575 | |||||||||
|
|
|
|
|
|
|
|||||||
| Investing Activities |
||||||||||||
| Sales, maturities, calls and redemptions of securities available for sale |
0 | 0 | 8,000 | |||||||||
| Increase in investments in and advances to subsidiaries |
(46,047 | ) | 11,829 | 41,453 | ||||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by (used in) Investing Activities |
(46,047 | ) | 11,829 | 49,453 | ||||||||
|
|
|
|
|
|
|
|||||||
| Financing Activities |
||||||||||||
| Tax benefits from share-based compensation |
0 | (793 | ) | (1,123 | ) | |||||||
| Purchase of treasury stock |
(10,563 | ) | (10,597 | ) | (9,718 | ) | ||||||
| Proceeds from shares issued to officers, directors and agent plans |
4,945 | 4,294 | 7,044 | |||||||||
| Payments of dividends to shareholders |
0 | 0 | (118,454 | ) | ||||||||
| Other financing activity |
(79 | ) | (77 | ) | 0 | |||||||
|
|
|
|
|
|
|
|||||||
| Net cash used in Financing Activities |
(5,697 | ) | (7,173 | ) | (122,251 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net change in cash and cash equivalents |
(942 | ) | 7,073 | 42,777 | ||||||||
| Cash and cash equivalents at beginning of period |
74,244 | 67,171 | 24,394 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents at end of period |
$ | 73,302 | $ | 74,244 | $ | 67,171 | ||||||
|
|
|
|
|
|
|
|||||||
| * | Eliminated in consolidation. |
The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of HealthMarkets, Inc. and Subsidiaries.
See report of Independent Registered Public Accounting Firm.
F-80
SUPPLEMENTARY INSURANCE INFORMATION
HEALTHMARKETS, INC.
AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
| Col. A |
Col. B | Col. C | Col. D | Col. E | ||||||||||||
| Deferred Policy Acquisition Costs |
Future Policy Benefits Losses, Claims, and Loss Expenses |
Unearned Premiums |
Policyholder Funds |
|||||||||||||
| (In thousands) | ||||||||||||||||
| December 31, 2012: |
||||||||||||||||
| Commercial Health Division |
$ | 13,454 | $ | 192,428 | $ | 22,717 | $ | 9,799 | ||||||||
| Disposed Operations |
0 | 359,512 | 273 | 5,659 | ||||||||||||
|
|
|
|
|
|
|
|
|
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| Total |
$ | 13,454 | $ | 551,940 | $ | 22,990 | $ | 15,458 | ||||||||
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|
|
|
|
|
|
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| December 31, 2011: |
||||||||||||||||
| Commercial Health Division |
$ | 14,639 | $ | 213,883 | $ | 27,160 | $ | 28,364 | ||||||||
| Disposed Operations |
0 | 354,023 | 363 | 5,803 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 14,639 | $ | 567,906 | $ | 27,523 | $ | 34,167 | ||||||||
|
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|
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|
|
|
|
|
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| December 31, 2010: |
||||||||||||||||
| Commercial Health Division |
$ | 24,828 | $ | 307,385 | $ | 34,090 | $ | 1,599 | ||||||||
| Disposed Operations |
0 | 355,063 | 772 | 6,088 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 24,828 | $ | 662,448 | $ | 34,862 | $ | 7,687 | ||||||||
|
|
|
|
|
|
|
|
|
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See report of Independent Registered Public Accounting Firm.
F-81
SCHEDULE III
HEALTHMARKETS, INC.
AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
| Col. F | Col. G | Col. H | Col. I | Col. J | Col. K | |||||||||||||||||||
| Premium Revenue |
Investment Income(1) |
Benefits, Claims Losses, and Settlement Expenses |
Amortization of Deferred Policy Acquisition Costs |
Other Operating Expenses(2) |
Premiums Written |
|||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
| 2012: |
||||||||||||||||||||||||
| Commercial Health Division |
$ | 458,713 | $ | 11,015 | $ | 323,530 | $ | 8,689 | $ | 70,307 | ||||||||||||||
| Disposed Operations |
28 | 130 | (895 | ) | 0 | 240 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| $ | 458,741 | $ | 11,145 | $ | 322,635 | $ | 8,689 | $ | 70,547 | $ | 454,208 | |||||||||||||
|
|
|
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|
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|
|
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|
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| 2011: |
||||||||||||||||||||||||
| Commercial Health Division |
$ | 544,661 | $ | 13,999 | $ | 360,087 | $ | 16,432 | $ | 80,212 | ||||||||||||||
| Disposed Operations |
(4 | ) | 1,598 | (663 | ) | 0 | 531 | |||||||||||||||||
|
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|
|
|
|
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|
|
|
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| $ | 544,657 | $ | 15,597 | $ | 359,424 | $ | 16,432 | $ | 80,743 | $ | 537,318 | |||||||||||||
|
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| 2010: |
||||||||||||||||||||||||
| Commercial Health Division |
$ | 736,809 | $ | 21,579 | $ | 369,764 | $ | 31,152 | $ | 120,701 | ||||||||||||||
| Disposed Operations |
642 | 1,761 | (3,120 | ) | 392 | 2,106 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| $ | 737,451 | $ | 23,340 | $ | 366,644 | $ | 31,544 | $ | 122,807 | $ | 726,004 | |||||||||||||
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| (1) | Allocations of Net Investment Income and Other Operating Expenses are based on a number of assumptions and estimates, and the results would change if different methods were applied. |
| (2) | Other operating expenses include underwriting, acquisition and insurance expenses and other income and expenses allocable to the respective division. |
See report of Independent Registered Public Accounting Firm.
F-82
REINSURANCE
HEALTHMARKETS, INC.
AND SUBSIDIARIES
REINSURANCE
| Gross Amount |
Ceded | Assumed | Net Amount |
Percentage of Amount Assumed to Net |
||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||
| Year Ended December 31, 2012 Life insurance in-force |
$ | 5,598,949 | $ | 5,396,907 | $ | 6,850 | $ | 208,892 | 3.3 | % | ||||||||||
|
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|
|
|
|
|
|
|
|||||||||||||
| Premiums earned: |
||||||||||||||||||||
| Life insurance |
$ | 60,617 | $ | 59,241 | $ | 149 | $ | 1,525 | 9.8 | % | ||||||||||
| Health insurance |
458,991 | 3,250 | 1,475 | 457,216 | 0.3 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 519,608 | $ | 62,491 | $ | 1,624 | $ | 458,741 | |||||||||||||
|
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|
|
|
|
|
|
|
|||||||||||||
| Year Ended December 31, 2011 Life insurance in-force |
$ | 5,858,624 | $ | 5,698,621 | $ | 11,132 | $ | 171,135 | 6.5 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Premiums earned: |
||||||||||||||||||||
| Life insurance |
$ | 65,748 | $ | 64,272 | $ | 89 | $ | 1,565 | 5.7 | % | ||||||||||
| Health insurance |
544,680 | 2,531 | 943 | 543,092 | 0.2 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 610,428 | $ | 66,803 | $ | 1,032 | $ | 544,657 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Year Ended December 31, 2010 Life insurance in-force |
$ | 6,553,984 | $ | 6,349,021 | $ | 165 | $ | 205,128 | 0.1 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Premiums earned: |
||||||||||||||||||||
| Life insurance |
$ | 73,954 | $ | 72,106 | $ | 65 | $ | 1,913 | 3.4 | % | ||||||||||
| Health insurance |
735,472 | 946 | 1,012 | 735,538 | 0.1 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 809,426 | $ | 73,052 | $ | 1,077 | $ | 737,451 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
See report of Independent Registered Public Accounting Firm.
F-83
VALUATION AND QUALIFYING ACCOUNTS
HEALTHMARKETS, INC.
AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
| Balance at Beginning of Period |
Additions Cost and Expenses |
Increase in Carrying Value |
Recoveries/ Amounts Charged Off |
Deductions/ Balance at End of Period |
||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Allowance for losses: |
||||||||||||||||||||
| Year ended December 31, 2012: |
||||||||||||||||||||
| Agents’ receivables |
$ | 6,903 | $ | 1,672 | $ | 0 | $ | (4,492 | ) | $ | 4,083 | |||||||||
| Student loans |
5,991 | 1,867 | 0 | (409 | ) | 7,449 | ||||||||||||||
| Year ended December 31, 2011: |
||||||||||||||||||||
| Agents’ receivables |
$ | 4,997 | $ | 4,609 | $ | 0 | $ | (2,703 | ) | $ | 6,903 | |||||||||
| Student loans |
4,108 | 2,130 | 0 | (247 | ) | 5,991 | ||||||||||||||
| Year ended December 31, 2010: |
||||||||||||||||||||
| Agents’ receivables |
$ | 2,294 | $ | 6,528 | $ | 0 | $ | (3,825 | ) | $ | 4,997 | |||||||||
| Student loans |
12,032 | 3,212 | 0 | (11,136 | ) | 4,108 | ||||||||||||||
See report of Independent Registered Public Accounting Firm.
F-84
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |||||
| 3.1 | — | Certificate of Incorporation of HealthMarkets, Inc. as amended May 23, 2011, filed as exhibit 3.1 to Form 10-Q dated June 30, 2011, File No. 001-14953, and incorporated by reference herein. | ||||
| 3.2 | — | Amended Bylaws of HealthMarkets, Inc., filed as exhibit 3.2 to Form 10-Q dated June 30, 2008, File No. 001-14953, and incorporated by reference herein. | ||||
| 4.1 | — | Amended and Restated Trust Agreement, dated as of April 5, 2006, among HealthMarkets, LLC, La Salle National Bank National Association, Christiana Bank and Trust Company, and certain administrative trustees named therein (HealthMarkets Capital Trust I), filed as Exhibit 4.1 to the Current Report on Form 8K dated April 5, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 4.2 | — | Amended and Restated Trust Agreement, dated as of April 5, 2006, among HealthMarkets, LLC, La Salle National Bank National Association, Christiana Bank and Trust Company, and certain administrative trustees named therein (HealthMarkets Capital Trust II), filed as Exhibit 4.1 to the Current Report on Form 8K dated April 5, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 4.3 | — | Junior Subordinated Indenture, dated as of April 5, 2006, between HealthMarkets, LLC and La Salle National Bank National Association (HealthMarkets Capital Trust I), filed as Exhibit 4.3 to the Current Report on Form 8K dated April 5, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 4.4 | — | Junior Subordinated Indenture, dated as of April 5, 2006, between HealthMarkets, LLC and La Salle National Bank National Association (HealthMarkets Capital Trust II), filed as Exhibit 4.4 to the Current Report on Form 8K dated April 5, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 4.5 | — | Guarantee Agreement, dated as of April 5, 2006, between HealthMarkets, LLC and La Salle National Bank National Association (HealthMarkets Capital Trust I), filed as Exhibit 4.5 to the Current Report on Form 8K dated April 5, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 4.6 | — | Guarantee Agreement, dated as of April 5, 2006 between HealthMarkets, LLC and La Salle National Bank National Association (HealthMarkets Capital Trust II), filed as Exhibit 4.6 to the Current Report on Form 8K dated April 5, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 4.7 | — | Specimen Stock Certificate of Class A-1 Common Stock, filed as Exhibit 4.7 to the Annual Report on Form 10-K dated March 18, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 4.8 | — | Specimen Stock Certificate of Class A-2 Common Stock, filed as Exhibit 4.8 to the Annual Report on Form 10-K dated March 18, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.01 | — | General and First Supplemental Indenture between CLFD-I, Inc. and Zions First National Bank, as Trustee relating to the Student Loan Asset Backed Notes dated as of April 1, 2001, filed as Exhibit 10.66 to the Company’s 2001 Annual Report on Form 10-K, File No. 001-14953, filed with the Securities and Exchange Commission on March 22, 2002 and incorporated by reference herein. | ||||
| 10.02 | — | Second Supplemental Indenture, dated as of April 1, 2002, between CFLD-I, Inc. and Zions First National Bank, as Trustee, relating to $50,000,000 CFLD-I, Inc. Student Loan Asset Backed Notes, Senior Series 2002A-1 (Auction Rate Certificates) filed as Exhibit 10.69 to the Form 10-Q dated June 30, 2002, File No. 001-14953, and incorporated by reference herein. | ||||
1
| Exhibit Number |
Description of Exhibit | |||||
| 10.03 | — | Third Supplemental Indenture, dated as of April 1, 2002, between CFLD-I, Inc. and Zions First National Bank, as Trustee, amending General Indenture, dated as of April 1, 2001, relating to CFLD-I, Inc. Student Loan Asset Backed Notes filed as Exhibit 10.70 to the Form 10-Q dated June 30, 2002, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.04 | — | Amended and Restated Trust Agreement among UICI, JP Morgan Chase Bank, Chase Manhattan Bank USA, National Association, and The Administrative Trustees dated April 29, 2004 and incorporated by reference herein. | ||||
| 10.05 | — | Vendor Agreement, dated as of January 1, 2005 between The MEGA Life and Health Insurance Company and the National Association for the Self-Employed filed as exhibit 10.91 to the Form 10-Q dated June 30, 2005, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.06 | — | Vendor Agreement, dated as of January 1, 2005 between The MEGA Life and Health Insurance Company and Americans for Financial Security, Inc. filed as exhibit 10.92 to the Form 10-Q dated June 30, 2005, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.07 | — | Amended and Restated Vendor Agreement, dated as June 1, 2005, between Mid-West National Life Insurance Company of Tennessee and Alliance for Affordable Services filed as exhibit 10.93 to the Form 10-Q dated June 30, 2005, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.08 | — | Vendor Agreement, dated as of January 1, 2005 between The Chesapeake Life Insurance Company and Alliance for Affordable Services filed as exhibit 10.94 to the Form 10-Q dated June 30, 2005, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.09 | — | Field Services Agreement, dated as of January 1, 2005, between Performance Driven Awards, Inc. and the National Association for the Self-Employed filed as exhibit 10.103 to the Form 10-Q dated June 30, 2005, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.10 | — | Field Services Agreement, dated as of January 1, 2005, between Performance Driven Awards, Inc. and Americans for Financial Security, Inc. filed as exhibit 10.104 to the Form 10-Q dated June 30, 2005, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.11 | — | Field Services Agreement, dated as of January 1, 2005, between Success Driven Awards, Inc. and Alliance for Affordable Services filed as exhibit 10.105 to the Form 10-Q dated June 30, 2005, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.12 | — | Credit Agreement, dated as of April 5, 2006, among UICI, HealthMarkets, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, each lender from time to time party thereto, Morgan Stanley Senior Funding Inc., as Syndication Agent, and Goldman Sachs Credit Partners L.P., as Documentation Agent, filed as Exhibit 10.1 to the Current Report on Form 8-K dated April 5, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.13 | — | Stockholders’ Agreement, dated as of April 5, 2006, by and among UICI and certain stockholders named therein, filed as Exhibit 4.1 to Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed on April 6, 2006, File No. 033-77690 and Amendment to Stockholders Agreement, filed as Exhibit 10.1 to the Current Report on Form 8-K dated June 2, 2011, File No. 0001-14953 and incorporated by reference herein. | ||||
| 10.14 | — | Registration Rights and Coordination Committee Agreement, dated as of April 5, 2006, by and among UICI and certain stockholders named therein, filed as Exhibit 10.3 to the Current Report on Form 8-K dated April 5, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.15 | — | Purchase Agreement, dated as of March 7, 2006, among Premium Finance LLC, Mulberry Finance Co., Inc., DLJMB IV First Merger LLC, Merrill Lynch International, and First Tennessee Bank National Association, filed as Exhibit 10.4 to the Current Report on Form 8-K dated April 5, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
2
| Exhibit Number |
Description of Exhibit | |||||
| 10.16 | — | Assignment and Assumption and Amendment Agreement, dated as of April 5, 2006, among HealthMarkets, LLC, HealthMarkets Capital Trust I, HealthMarkets Capital Trust II, Premium Finance LLC, Mulberry Finance Co., Inc., DLJMB IV First Merger LLC, First Tennessee Bank National Association, Merrill Lynch International and ALESCO Preferred Funding X, Ltd., filed as Exhibit 10.5 to the Current Report on Form 8-K dated April 5, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.17 | — | HealthMarkets, Inc. InVest Stock Ownership Plan (Effective January 1, 2010), filed as Exhibit 99.1 to Registration Statement on Form S-8 filed on December 15, 2009, File No. 333-163726 and Amended and Restated HealthMarkets, Inc. InVest Stock Ownership Plan as amended May 13, 2011, filed as Exhibit 10.2 to the Form 10-Q dated June 30, 2011, File No. 001-14953 and incorporated by reference herein. | ||||
| 10.18* | — | Second Amended and Restated HealthMarkets 2006 Management Option Plan, filed as Exhibit A to the Company’s Schedule 14C, File No. 001-14953, filed with the Securities and Exchange Commission on November 10, 2009, and incorporated by reference herein. | ||||
| 10.19* | — | Form of Nonqualified Stock Option Agreement among HealthMarkets, Inc. and various optionees, filed as Exhibit 10.2 to the Current Report on Form 8-K dated May 8, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.20 | — | Future Transactions Fee Agreement, dated as of May 11, 2006, between HealthMarkets, Inc. and Blackstone Management Partners IV L.L.C., filed as Exhibit 10.1 to the Current Report on Form 8-K dated May 11, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.21 | — | Future Transactions Fee Agreement, dated as of May 11, 2006, between HealthMarkets, Inc. and Goldman Sachs & Co., filed as Exhibit 10.2 to the Current Report on Form 8-K dated May 11, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.22 | — | Future Transactions Fee Agreement, dated as of May 11, 2006, between HealthMarkets, Inc. and DLJ Merchant Banking, Inc., filed as Exhibit 10.3 to the Current Report on Form 8-K dated May 11, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.23 | — | Termination Agreement, dated as of May 19, 2006, between HealthMarkets, Inc. and Special Investment Risks Limited, filed as Exhibit 10.2 to the Current Report on Form 8-K dated May 19, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.24* | — | Subscription Agreement, dated June 13, 2006, between HealthMarkets, Inc. and Steven J. Shulman, filed as Exhibit 10.1 to the Current Report on Form 8-K dated June 9, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.25* | — | Nonqualified Stock Option Agreement dated as of June 9, 2006, between HealthMarkets, Inc. and Steven J. Shulman, filed as Exhibit 10.2 to the Current Report on Form 8-K dated June 9, 2006, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.26 | — | Advisory Fee Agreement, dated as of August 18, 2006, between The MEGA Life and Health Insurance Company and the Blackstone Group, L.P. filed as Exhibit 10.111 to Company’s 2006 Annual Report on Form 10-K, File No. 001-14953, filed with the Securities and Exchange Commission on April 2, 2007 and incorporated by reference herein. | ||||
| 10.27 | — | Placement Fee Agreement, dated as of August 18, 2006, between HealthMarkets, Inc. and The Blackstone Group, L.P. , filed as Exhibit 10.112 to Company’s 2006 Annual Report on Form 10-K, File No. 001-14953, filed with the Securities and Exchange Commission on April 2, 2007 and incorporated by reference herein. | ||||
3
| Exhibit Number |
Description of Exhibit | |||||
| 10.28 | — | Amendment dated as of December 29, 2006 to Advisory Fee Agreement, dated as of August 18, 2006, between The MEGA Life and Health Insurance Company and the Blackstone Group, L.P., filed as Exhibit 10.113 to Company’s 2006 Annual Report on Form 10-K, File No. 001-14953, filed with the Securities and Exchange Commission on April 2, 2007 and incorporated by reference herein. | ||||
| 10.29 | — | Regulatory Settlement Agreement entered into as of May 29, 2008 by and among The MEGA Life and Health Insurance Company, Mid-West National Life Insurance Company of Tennessee and Chesapeake Life Insurance Company and the signatory regulators, filed as Exhibit 10.1 to the Current Report on Form 10-Q dated June 30, 2008, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.30 | — | Agreement for Reinsurance and Purchase and Sale of Assets by and among The Chesapeake Life Insurance Company, Mid-West National Life Insurance Company of Tennessee, The MEGA Life and Health Insurance Company, HealthMarkets, LLC and Wilton Reassurance Company, filed as Exhibit 10.1 to the Current Report on Form 8-K dated June 12, 2008, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.31 | — | Settlement Agreement, dated as of August 26, 2009, by and between The MEGA Life and Health Insurance Company, Mid-West National Life Insurance Company of Tennessee and The Chesapeake Life Insurance Company and the Commissioner of the Massachusetts Division of Insurance, filed as exhibit 10.1 to the Current Report on Form 8-K dated August 26, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.32 | — | Final Judgment by Consent, dated August 31, 2009, in the matter Commonwealth of Massachusetts v. The MEGA Life and Health Insurance Company et al., filed as exhibit 10.2 to the Current Report on Form 8-K dated August 26, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.33*+ | — | Employment Agreement, dated September 8, 2009, between the Company and Phillip Hildebrand, filed as Exhibit 10.3 to the Current Report on Form 10-Q dated September 30, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.34* | — | Nonqualified Stock Option Agreement, dated September 8, 2009, between the Company and Phillip Hildebrand, filed as Exhibit 10.4 to the Current Report on Form 10-Q dated September 30, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.35* | — | Restricted Share Agreement, dated September 8, 2009, between the Company and Phillip Hildebrand, filed as Exhibit 10.5 to the Current Report on Form 10-Q dated September 30, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.36* | — | Special Restricted Share Agreement, dated September 8, 2009, between the Company and Phillip Hildebrand, filed as Exhibit 10.6 to the Current Report on Form 10-Q dated September 30, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.37* | — | Subscription Agreement, dated June 30, 2008, between the Company and Phillip Hildebrand, filed as Exhibit 10.7 to the Current Report on Form 10-Q dated September 30, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.38*+ | — | Employment Agreement, dated September 8, 2009, between the Company and Anurag Chandra, filed as Exhibit 10.8 to the Current Report on Form 10-Q dated September 30, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.39* | — | Nonqualified Stock Option Agreement, dated September 8, 2009, between the Company and Anurag Chandra, filed as Exhibit 10.9 to the Current Report on Form 10-Q dated September 30, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
4
| Exhibit Number |
Description of Exhibit | |||||
| 10.40* | — | Restricted Share Agreement, dated September 8, 2009, between the Company and Anurag Chandra, filed as Exhibit 10.10 to the Current Report on Form 10-Q dated September 30, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.41*+ | — | Employment Agreement, dated September 8, 2009, between the Company and Steven P. Irwin, filed as Exhibit 10.11 to the Current Report on Form 10-Q dated September 30, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.42*+ | — | Employment Agreement, dated September 8, 2009, between the Company and B. Curtis Westen, filed as Exhibit 10.12 to the Current Report on Form 10-Q dated September 30, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.43* | — | Employment Agreement, dated December 18, 2006, between the Company and Jack V. Heller and amendment thereto dated September 10, 2009, filed as Exhibit 10.13 to the Current Report on Form 10-Q dated September 30, 2009, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.44* | — | Restricted Share Agreement, dated as of March 29, 2010, by and between HealthMarkets, Inc. and Phillip Hildebrand, filed as Exhibit 10.1 to the Current Report on Form 8-K dated March 29, 2010, File No. 001-14953 and incorporated by reference herein. | ||||
| 10.45* | — | Restricted Share Agreement, dated as of March 29, 2010, by and between HealthMarkets, Inc. and Anurag Chandra, filed as Exhibit 10.2 to the Current Report on Form 8-K dated March 29, 2010, File No. 001-14953 and incorporated by reference herein. | ||||
| 10.46* | — | Nonqualified Stock Option Agreement, made as of June 29, 2010, by and between HealthMarkets, Inc. and Jack V. Heller, filed as Exhibit 10.1 to the Current Report on Form 8-K dated June 29, 2010, File No. 001-14953 and incorporated by reference herein. | ||||
| 10.47* | — | Restricted Share Agreement, made as of June 29, 2010, by and between HealthMarkets, Inc. and Jack V. Heller, filed as Exhibit 10.2 to the Current Report on Form 8-K dated June 29, 2010, File No. 001-14953 and incorporated by reference herein. | ||||
| 10.48* | — | Summary of Material Terms and Conditions, Executive Retention Program, for Jack V. Heller, filed as Exhibit 10.3 to the Current Report on Form 10-Q dated June 30, 2010, file No. 001-14953, and incorporated by reference herein. | ||||
| 10.49* | — | Letter Agreement, dated as of August 27, 2010, amending the terms of the Employment Agreement between HealthMarkets, Inc. and Steven P. Erwin, filed as Exhibit 10.1 to the Current Report on Form 8-K dated August 27, 2010, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.50* | — | Employment Agreement, made as of September 24, 2010, by and between HealthMarkets, Inc. and Kenneth J. Fasola, filed as Exhibit 10.1 to the Current Report on Form 8-K dated September 24, 2010, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.51* | — | Agreement, made as of September 27, 2010, by and between HealthMarkets, Inc. and Kenneth J. Fasola, filed as Exhibit 10.2 to the Current Report on Form 8-K dated September 24, 2010, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.52* | — | Restricted Share Agreement, made as of September 27, 2010, by and between HealthMarkets, Inc. and Kenneth Fasola, filed as Exhibit 10.3 to the Current Report on Form 8-K dated September 24, 2010, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.53* | — | Form of Subscription Agreement by and between HealthMarkets, Inc. and Kenneth Fasola, filed as Exhibit 10.4 to the Current Report on Form 8-K dated September 24, 2010, File No. 001-14953, and incorporated by reference herein. | ||||
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| Exhibit Number |
Description of Exhibit | |||||
| 10.54* | — | Transition Agreement, made as of September 27, 2010, by and between HealthMarkets, Inc. and Phillip J. Hildebrand, filed as Exhibit 10.5 to the Current Report on Form 8-K dated September 24, 2010, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.55* | — | Employment Agreement, made as of October 26, 2010, by and between HealthMarkets, Inc. and B. Curtis Westen filed as Exhibit 10.1 to the Current Report on Form 8-K dated October 26, 2010, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.56* | — | Employment Agreement, effective as of August 17,2011, by and between HealthMarkets, Inc. and K. Alec Mahmood, filed as Exhibit 10.1 to the Current Report on Form 8-K dated August 17, 2011, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.57* | — | Separation Agreement, dated as of September 1, 2011, between HealthMarkets, Inc. and B. Curtis Westen, filed as Exhibit 10.1 to the Current Report on Form 8-K/A dated September 1, 2011, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.58* | — | Independent Contractor Consulting Agreement, dated as of September 1, 2011, between HealthMarkets, Inc. and B. Curtis Westen, filed as Exhibit 10.1 to the Current Report on Form 8-K/A dated September 1, 2011, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.59* | — | Separation Agreement, dated as of November 3, 2011, between HealthMarkets, Inc. and Jack V. Heller, filed as Exhibit 10.1 to the Current Report on Form 8-K dated November 3, 2011, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.60* | — | Employment Agreement, dated April 4, 2006, between the Company and Derrick A. Duke, filed as Exhibit 10.60 to the Annual Report on Form 10-K dated March 8, 2012, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.61* | — | Nonqualified Stock Option Agreement, dated as of June 29, 2010, by and between HealthMarkets, Inc. and Derrick A. Duke, filed as Exhibit 10.61 to the Annual Report on Form 10-K dated March 8, 2012, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.62* | — | Restricted Share Agreement, dated as of June 29, 2010, by and between HealthMarkets, Inc. and Derrick A. Duke, filed as Exhibit 10.62 to the Annual Report on Form 10-K dated March 8, 2012, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.63* | — | Summary of Material Terms and Conditions, Executive Retention Program, dated as of July 1, 2010 between the Company and Derrick A. Duke, filed as Exhibit 10.63 to the Annual Report on Form 10-K dated March 8, 2012, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.64* | — | Letter Agreement, dated as of August 31, 2011, between the Company and Mark Smith, filed as Exhibit 10.64 to the Annual Report on Form 10-K dated March 8, 2012, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.65* | — | Nonqualified Stock Option Agreement, dated as of December 12, 2011, by and between HealthMarkets, Inc. and Mark Smith, filed as Exhibit 10.65 to the Annual Report on Form 10-K dated March 8, 2012, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.66* | — | Employment Agreement, effective as of November 1, 2012, between HealthMarkets, Inc. and R. Scott Donovan filed as Exhibit 10.1 to the Current Report on Form 8-K dated November 1, 2012, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.67 | — | Agreement Completing and Closing Multistate Examination dated June 26, 2012, filed as Exhibit 10.1 to the Current Report on Form 8-K dated June 29, 2012, File No. 001-14953, and incorporated by reference herein. | ||||
| 10.68* | — | Nonqualified Stock Option Agreement, dated as of November 13, 2012, by and between HealthMarkets, Inc. and Derrick A. Duke. | ||||
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| Exhibit Number |
Description of Exhibit | |||||
| 10.69* | — | Nonqualified Stock Option Agreement, dated as of November 13, 2012, by and between HealthMarkets, Inc. and Mark Smith. | ||||
| 18.1 | — | Preferability Letter from Independent Registered Public Accounting Firm Regarding Change in Account Principle filed as exhibit 18.1 to Form 10-Q dated March 31, 2011, File No. 001-14953, and incorporated by reference herein. | ||||
| 21 | — | Subsidiaries of HealthMarkets | ||||
| 24 | — | Power of Attorney | ||||
| 31.1 | — | Certification of Chief Executive Officer pursuant to Section 3.02 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2 | — | Certification of Chief Financial Officer pursuant to Section 3.02 of the Sarbanes-Oxley Act of 2002. | ||||
| 32 | — | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101 | — | The following materials from HealthMarkets’ Form 10-K for the period ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statement of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Condensed Statements of Cash Flows, and (vi) Notes and Schedules to the Consolidated Financial Statements. | ||||
| * | Indicates that exhibit constitutes an Executive Compensation Plan or Arrangement |
| + | The Company has requested confidential treatment of the redacted portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and has separately filed a complete copy of this exhibit with the Securities and Exchange Commission. |
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