Independence Holding Company Receives Notice from NYSE Regarding Late Form 10-K Filing
April 01 2016 - 4:07PM
Independence Holding Company (NYSE:IHC) today announced that as a
result of its inability to timely file its Annual Report
on Form 10-K for the fiscal year ended December 31, 2015
(“2015 Form 10-K”), it received a notice on March 31, 2016 from
the New York Stock Exchange (the “NYSE”) that IHC is not
in compliance with the NYSE’s continued listing requirements under
the timely filing criteria outlined in Section 802.01E of
the NYSE Listed Company Manual.
As previously disclosed in the Form
12b-25 filed with the Securities and Exchange Commission (the
“SEC”) on March 15, 2016, the filing is delayed because IHC is
reviewing matters relating to its estimate of deferred tax assets
and liabilities. As a result of experiencing unexpected
delays involved in the compiling of IHC's financial information to
produce final financial statements and related supporting
documentation, IHC requires additional time to complete a review
and analysis of certain potential adjustments to its historical
financial statements related to deferred tax liabilities. IHC
will not be able to file the 2015 Form 10-K until this
analysis is completed. IHC, in consultation with its
independent registered public accounting firm KPMG, LLP and outside
advisors, has been working diligently to complete the analysis of
its prior accounting and complete the steps necessary in order to
file its 2015 Form 10-K as soon as practicable, pending the
completion of a review and certain adjustments to its full year
2015 financial statements. IHC expects that any misstatement
will result in an increase in total equity as a result of a
decrease in deferred tax liabilities. Once the review is
completed, IHC expects to complete its assessments as to the
effectiveness of internal controls over financial
reporting.
The NYSE informed IHC that, under the NYSE’s
rules, IHC will have six months from March 31, 2016 to file
the 2015 Form 10-K with the SEC. IHC can regain
compliance with the NYSE listing standards before that deadline by
filing the Form 10-K with the SEC. IHC fully expects to file the
2015 Form 10-K within the NYSE’s six-month deadline, if
not sooner. If, however, IHC fails to file the 2015 Form
10-K by the NYSE’s compliance deadline, the NYSE may grant, at
its sole discretion, an extension of up to six additional months
for IHC to regain compliance, depending on the specific
circumstances. The letter from the NYSE also notes that the NYSE
may nevertheless commence delisting proceedings at any time if it
deems that the circumstances warrant.
About Independence Holding
CompanyIndependence Holding Company (NYSE:IHC) is a
holding company principally engaged in the life and health
insurance business through its insurance company subsidiaries
(Standard Security Life Insurance Company of New York, Madison
National Life Insurance Company, Inc. and Independence American
Insurance Company) and its marketing and administrative
affiliates. Standard Security Life furnishes group limited
medical, short-term medical, group long-term and short-term
disability, group life, statutory disability benefit policies (DBL)
in New York, group and individual dental, vision, and various
supplemental products. Madison National Life sells group life
and disability, group limited medical, group and individual dental,
and various supplemental products. Independence American
offers pet insurance, non-subscriber occupational accident,
short-term medical, group and individual dental and various
supplemental products. Standard Security Life and Independence
American will continue to sell medical stop-loss for the balance of
this year. IHC owns certain subsidiaries through its majority
ownership of American Independence Corp. (NASDAQ:AMIC), which is a
holding company principally engaged in the insurance and
reinsurance business.
Forward-looking
StatementsCertain statements and information contained in
this release may be considered “forward-looking statements,” such
as statements relating to management's views with respect to future
events and financial performance. Such forward-looking
statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from
historical experience, from estimates or from future results
expressed or implied by such forward-looking statements.
Potential risks and uncertainties include, but are not limited to,
economic conditions in the markets in which IHC and AMIC and
operates, new federal or state governmental regulation, IHC’s and
AMIC’s ability to effectively operate, integrate and leverage any
past or future strategic acquisition, and other factors which can
be found in IHC’s and AMIC’s other news releases and filings with
the Securities and Exchange Commission. IHC and AMIC
expressly disclaims any duty to update its forward-looking
statements unless required by applicable law.
CONTACT: LOAN NISSER
(646) 509-2107
www.IHCGroup.com
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