Independence Holding Co - Notification that Quarterly Report will be submitted late (NT 10-Q)
May 13 2008 - 11:12AM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
12b-25
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SEC
FILE NUMBER
0-10306
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NOTIFICATION
OF LATE FILING
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CUSIP
NUMBER
453440307
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(Check
One):
¨
Form 10-K
¨
Form 20-F
¨
Form 11-K
þ
Form 10-Q
¨
Form 10-D
¨
Form N-SAR
¨
Form N-CSR
For
Period Ended:
March
31,
2008
¨
Transition
Report on Form 10-K
¨
Transition
Report on Form 20-F
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Transition
Report on Form 11-K
¨
Transition
Report on Form 10-Q
¨
Transition
Report on Form N-SAR
For
the
Transition Period Ended:
Read
Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has
verified
any information contained
herein.
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If
the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification
relates:
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PART
I— REGISTRANT INFORMATION
INDEPENDENCE
HOLDING COMPANY
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Full
Name of Registrant
N/A
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Former
Name if Applicable
96
CUMMINGS POINT ROAD,
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Address
of Principal Executive Office
(Street
and Number)
STAMFORD,
CONNECTICUT 06902
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City,
State and Zip Code
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PART
II — RULES 12b-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense and
the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate
.)
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(a)
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The
reason
s
described in reasonable detail in Part III of this form could not
be
eliminated without unreasonable effort or expense;
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þ
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(b)
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The
subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the
subject
quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date;
and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART
III -- NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Independence
Holding Company (the “Company”)
is
unable to file its Quarterly Report on Form 10-Q for the period ended March
31,
2008 by its due date of May 12, 2008 without unreasonable effort and expense
because of a matter that was brought to the attention of the Company’s
management during the week of May 5, 2008. Management is conducting a
review of certain account reconciliations at a subsidiary and does not currently
anticipate the results of that review will have a significant impact on the
Company’s financial statements. This review is expected to be concluded
within approximately one week from the below date. In addition, the Audit
Committee of the Company’s Board of Directors has been apprised of the
possibility of irregularities and deficiencies in the Company’s internal control
over financial reporting with respect to these accounts, and has commissioned
an
independent review into this matter by engaging external legal counsel.
Accordingly, the Company believes that it does not have adequate assurance
at
this time to provide the required management certifications as to its financial
statements and other financial information and design of internal control over
financial reporting. The Company intends to file the Quarterly Report as
soon as reasonably practicable.
PART
IV-- OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this
notification
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Adam
C. Vandervoort
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(212)
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355-4141
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
Yes
þ
No
¨
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(3)
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Is
it anticipated that any significant change in results of operations
from
the corresponding period for the last fiscal year will be reflected
by the
earnings statements to be included in the subject report or portion
thereof?
Yes
þ
No
¨
If
so, attach an explanation of the anticipated change, both narratively
and
quantitatively, and, if appropriate, state the
reasons
why a reasonable estimate of the results cannot be made.
Subject
to the completion of the above-mentioned review
,
the Company expects to report (i) revenues of $104.4 million for
the
quarter ended March 31, 2008, as compared to revenues of $103.4 million
for the quarter ended March 31, 2007, (ii) income from continuing
operations of $3.1 million, or $.20 per share, diluted, for the three
months ended March 31, 2008 compared to $5.2 million, or $.34 per
share,
diluted, for the three months ended March 31, 2007, and (iii) net
income
of $3.1 million, or $.20 per share diluted, compared to net income
of $4.6
million, or $.30 per share diluted, for the three months ended March
31,
2007. These decreases are primarily attributable to higher loss ratios
used in 2008 for reserving the medical stop-loss business in response
to
claim development identified in the latter half of 2007 and to a
lesser
extent, losses recorded in the current year from investment partnerships.
On a sequential basis, net income per share from continuing operations
is
significantly higher than the $.8 million, or $.06 per share, diluted
reported for the fourth quarter of 2007. This financial information
should
be considered preliminary and is subject to change to reflect any
necessary corrections or adjustments that are identified prior to
the time
the
above-mentioned
review by management
is completed and the Company finalizes the
financial statements for the quarter ended March 31, 2008. While
the
Company does not expect this financial information to change, there
can be
no assurance that the actual financial information reported on the
Form
10-Q for the quarter ended March 31, 2008, when filed, will not differ
materially from the financial information set forth
herein.
This
notification contains forward-looking statements such as statements
relating to the Company’s views with respect to future events. Such
forward-looking statements are subject to risks, uncertainties and
other
factors which could cause actual results to differ materially from
historical experience or from future results expressed or implied
by such
forward-looking statements. Unless required by law, the Company expressly
disclaims any obligation to update publicly any forward-looking statement,
whether as a result of new information, future events or otherwise.
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INDEPENDENCE
HOLDING
COMPANY
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(Name
of Registrant as Specified in
Charter)
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has
caused this notification to be signed on its behalf by the undersigned hereunto
authorized.
Date
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May
13, 2008
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By
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/s/
Teresa A. Herbert
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Name:
Teresa A. Herbert
Title:
Senior Vice President and Chief Financial
Officer
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INSTRUCTION: The
form may be signed by an executive officer of the registrant or by any other
duly authorized representative. The name and title of the person signing
the
form shall be typed or printed beneath the signature. If the statement is
signed
on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to sign on behalf
of the registrant shall be filed with the form.
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal
Violations
(See 18 U.S.C. 1001)
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