UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [_] Form 10-K [_] Form 20-F [_] Form 11-K [X] Form 10-Q [_] Form N-SAR
[_] Form N-CSR
For Period Ended: March 31, 2017
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
INDEPENDENCE HOLDING COMPANY
Full Name of Registrant:
Former Name if Applicable
96 Cummings Point Road
Address of Principal Executive Office (Street and Number)
Stamford, CT 06902
City, State, Zip Code
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)
[X] | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 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 |
| (c) | The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail the reasons 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.
The registrant is unable to file its Quarterly Report on Form 10-Q for the three-month period ended March 30, 2017 in a timely manner because the registrant is delayed in its filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as disclosed in the Form 12b-25 that the registrant filed on March 17, 2017. The registrant is currently diligently working on its annual report for the fiscal year ended December 31, 2016. The registrant is using its reasonable best efforts to file the Form 10-Q within the extended period granted by the filing of this Form 12b-25, but if it is unable to do so, it will file it as soon as reasonably practicable.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification:
Teresa A. Herbert |
| (203) |
| 358-8000 |
(Name) |
| (Area Code) |
| (Telephone No.) |
(2) 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 the answer is no, identify report(s).
[ ] Yes [X] No
Form 10-K for fiscal year ended December 31, 2016.
(3) 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?
[X] Yes [_] 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.
As previously reported in the Form 10-Q for the three-month period ended March 31, 2016, the registrant sold all of the membership interests of its subsidiary IHC Risk Solutions, LLC (RS) and co-insured all of the in-force stop-loss insurance business of its subsidiaries Standard Security Life Insurance Company of New York and Independence American Insurance Company produced by RS. Accordingly, the registrant
recorded a gain from discontinued operations and corresponding increase in book value of approximately $100 million from the sale of RS in the first quarter of 2016, with no comparable amount for the first quarter of 2017. In addition, virtually all stop-loss business was coinsured in 2016 and is in run-out through 2017.
INDEPENDENCE HOLDING COMPANY
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 11, 2017
By: /s/ Teresa A. Herbert
Teresa A. Herbert
Chief Financial Officer
Forward-looking Statements
Certain 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 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 operates, new federal or state governmental regulation, IHC’s ability to effectively operate, integrate and leverage any past or future strategic acquisition, and other factors which can be found in IHC’s other news releases and filings with the Securities and Exchange Commission. IHC expressly disclaims any duty to update its forward-looking statements unless required by applicable law.