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KMG America Reports Fourth Quarter 2005 Net Income of $0.07 Per Share; KMA Will Host an Investor Web Cast Tomorrow, Thursday, March 9th at 9:00 A.M. EST.


MINNEAPOLIS Minneapolis (mĭn'ēăp`əlĭs), city (1990 pop. 368,383), seat of Hennepin co., E Minn., at the head of navigation on the Mississippi River, at St. Anthony Falls; inc. 1856.  -- KMG KMG Kerr-McGee
KMG Koi Mil Gaya (Hindi movie)
KMG Kunming, China - Kunming (Airport Code)
KMG Kent Messenger Group (UK) 
 America America [for Amerigo Vespucci], the lands of the Western Hemisphere—North America, Central (or Middle) America, and South America. The world map published in 1507 by Martin Waldseemüller is the first known cartographic use of the name.  Corporation "the Company" (NYSE NYSE

See: New York Stock Exchange
:KMA KMA Kiss My Ass
KMA Korea Meteorological Administration
KMA Koninklijke Militaire Academie (Royal Military Academy; Netherlands)
KMA Knoxville Museum of Art
KMA Kentucky Medical Association
KMA Korean Medical Association
) today reported net income for the fourth quarter ended December December: see month.  31, 2005 of $1.6 million, or $0.07 per diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 share, compared to net income for the third quarter of 2005 of $1.3 million, or $0.06 per diluted share, and fourth quarter 2004 net income of $0.9 million for the predecessor predecessor - parent  company Kanawha Kanawha (kənô`wə), principal river of W.Va., 97 mi (156 km) long, formed by the confluence of the New and Gauley rivers, S central W.Va., and flowing NW to the Ohio River at Point Pleasant; Charleston, W.Va.  Insurance Company, acquired in late December 2004. Fourth quarter 2005 net income includes a $0.2 million favorable fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
 cumulative effect of an accounting change, net of tax, resulting from switching from the cost basis to the equity basis of accounting for an investment.

Fourth quarter 2005 operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 (see discussion of non-GAAP financial measures below) was $1.5 million, or $0.07 per diluted share, compared to operating income of $1.2 million, or $0.06 per diluted share, in the third quarter of 2005 and $1.7 million, or $0.08 per diluted share, in the fourth quarter of 2004 on a pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts.

The phrase pro forma
 basis (pro forma operating income in the fourth quarter of 2004 is adjusted to reflect the application of purchase accounting consistent with that earnings measurement basis).

For the full year 2005, KMA reported net income of $4.7 million, or $0.21 per diluted share, compared to net income for the full year 2004 of $6.2 million for the Kanawha operations. On an operating income basis, KMA reported $4.4 million, or $0.20 per diluted share, for the full year of 2005 compared to operating income of $10.7 million, or $0.49 per diluted share, for the full year of 2004 on a pro forma basis for the Kanawha operations.

KMG America's Chief Executive Officer, Kenneth Kuk KUK Kurukshetra University (India)
KUK Kultur- und Kongreßzentrum (German)
KUK Krebs Und Kiefer (German consulting engineers)
KUK Kaiserlich Und Königlich
, commented, "Our fourth quarter and full year earnings results are in line with the consensus analyst estimate. The operating earnings Operating Earnings

Profits after subtracting expenses such as marketing, cost of goods sold, administration and general operating costs from revenue.

Notes:
Tax and interest expenses are not subtracted - operating earnings are synonymous with EBIT (earnings before
 related to the KMG America new activity for the fourth quarter were essentially flat with the third quarter as incremental Additional or increased growth, bulk, quantity, number, or value; enlarged.

Incremental cost is additional or increased cost of an item or service apart from its actual cost.
 premiums largely offset increases in expenses. Looking ahead, we would expect operating results to improve as incremental revenues outpace out·pace  
tr.v. out·paced, out·pac·ing, out·pac·es
To surpass or outdo (another), as in speed, growth, or performance.


outpace
Verb

[-pacing,
 expenses."

Mr. Kuk added, "KMG America has made significant progress in our first year as a public company. We have established ourselves as a credible player in the benefits marketplace with a strong and growing national sales organization and a respected administrative platform. Our geographic geographic /geo·graph·ic/ (je?o-graf´ik) in pathology, of or referring to a pattern that is well demarcated, resembling outlines on a map.

geographic

pertaining to geography.
 reach and array of product offerings are far more robust than only a few months ago and our unique multiple product strategy is being embraced Embraced is a Swedish melodic black metal band, formed in Malmö, Sweden in 1993. The band split up in 2000, and reunited in 2004. Line-up
  • Kalle Johansson - Vocals
  • Julius Chmielewski - Keyboards
  • Sven Karlsson - Keyboards
 by the employee benefits market. However, so far we have not been able to achieve full margins on sales through February February: see month.  2006."

2006 OUTLOOK

Though KMG America does not provide formal financial guidance to its investors, in assessing the Company's outlook for 2006 and beyond, management believes certain factors must be considered by investors as they will likely affect expected future financial performance, including net income and earnings per share. These factors include unanticipated delays in state approvals for new products and the resulting product mix and reinsurance The contract made between an insurance company and a third party to protect the insurance company from losses. The contract provides for the third party to pay for the loss sustained by the insurance company when the company makes a payment on the original contract.  levels on recent sales which will impact both revenue and earnings growth throughout 2006 and into 2007. As a result of these and other factors, the Company believes that its 2006 operating income per share will fall below the low end of the current range of analysts' estimates, with an expected range of $0.35 to $0.40 per share. Management will expand on this topic during its web cast tomorrow, March 9, at 9:00 a.m. EST EST electroshock therapy.

EST
abbr.
electroshock therapy
. The web cast and replay will be available via the following links: www.kmgamerica.com, analyst/investor tab - for all investors; www.streetevents.com - for institutional investors Institutional Investor

A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions.
; www.fulldisclosure.com - for retail investors Retail Investor

Individual investors who buy and sell securities for their personal account, and not for another company or organization.

Notes:
Retail investors buy in much smaller quantities than larger institutional investors.
.

FOURTH QUARTER FINANCIAL RESULTS

Fourth quarter 2005 operating income increased to $1.5 million compared to third quarter 2005 operating income of $1.2 million due primarily to improved claims experience in the legacy worksite and acquired segments, partially offset by increased expenses related to the KMG America new activity. Fourth quarter 2005 operating income declined compared to fourth quarter 2004 pro forma operating income of $1.7 million due primarily to increased expenses associated with the KMG America new activity and higher claims, which were largely offset by higher investment income and incremental margins related to sales from the new KMG America distribution channel.

After-tax af·ter-tax also af·ter·tax
adj.
Relating to or being that which remains after payment, especially of income taxes: after-tax profits. 
 operating losses operating loss

The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income.
 attributed to the new KMG America growth initiatives were $2.2 million in both the fourth and third quarters of 2005, respectively, while the fourth quarter of 2004 included a loss of $0.7 million. The operating losses are due primarily to the incremental expenses related to building the Company's new national sales and underwriting Underwriting

1. The process by which investment bankers raise investment capital from investors on behalf of corporations and governments that are issuing securities (both equity and debt).

2. The process of issuing insurance policies.
 organization, and the additional costs and infrastructure required to operate as a public company. These new expenses (before deferrals of acquisition costs related to voluntary product sales) totaled $4.4 million and $3.9 million in the fourth and third quarters of 2005, respectively, and $1.1 million in the fourth quarter of 2004. Largely offsetting these increased expenses is the emergence of incremental direct premiums related to the sales activity from the new KMG America distribution channel of $2.3 million and $1.4 million in the fourth and third quarters of 2005, respectively.

Excluding the operating results attributable attributable

emanating from or pertaining to attribute.


attributable proportion
see attributable risk (below).

attributable risk
 to new KMG America growth initiatives, fourth quarter 2005 operating income would have improved to $3.7 million, or $0.17 per diluted share, compared to $3.5 million, or $0.16 per diluted share, in the third quarter 2005, and fourth quarter 2004 pro forma operating income of $2.4 million, or $0.11 per diluted share. The Company believes that excluding the earnings results of the KMG America new activity provides a more meaningful comparison of the trends in earnings produced by Kanawha's legacy business, which serves to fund the initial expenses associated with building the new sales and underwriting organization and the infrastructure needed to operate as a public company. The more notable earnings drivers are discussed below where the fourth quarter of 2005 results are compared to the third quarter of 2005 results.

Premium Revenue

Premiums for the fourth quarter of 2005 increased to $27.5 million, compared to $26.4 million in the third quarter of 2005. The increase is primarily due to incremental premiums related to the new KMG America sales distribution channel that produced $2.3 million of new direct earned premiums Earned premium is the portion of an insurance written premium which is considered "earned" by the insurer, based on the part of the policy period that the insurance has been in effect, and during which the insurer has been exposed to loss.  ($1.8 million net of reinsurance) in the fourth quarter of 2005 compared to $1.4 million of new direct earned premiums ($1.0 million net of reinsurance) in the third quarter of 2005.

Investment Income

Investment income in the fourth quarter of 2005 increased modestly to $7.2 million, compared to $7.1 million in the third quarter of 2005. The investment portfolio yield in the fourth quarter of 2005 averaged 4.88%, based on average cash and invested assets, an improvement of 7 basis points from the 4.81% average yield reported in the third quarter of 2005. As a result of the capital raised in the IPO (Initial Public Offering) The first time a company offers shares of stock to the public. While not a computer term per se, many founders, employees and insiders of computer companies have found this acronym more exciting than any tech term they ever heard.  in late December 2004 and other cash raised by Kanawha from targeted dispositions of certain securities in its investment portfolio late in the third quarter of 2004, the Company had total cash and cash equivalents of about $130 million at the end of 2004. Throughout 2005, the Company remained very liquid, with significant investments in short-term Short-term

Any investments with a maturity of one year or less.


short-term

1. Of or relating to a gain or loss on the value of an asset that has been held less than a specified period of time.
 instruments as a result of our decision to selectively invest when rates have risen. Compared to year-end year-end also year·end
n.
The end of a year.

adj.
Occurring or done at the end of the year: a year-end audit.

Noun 1.
 2005, KMA is now nearly fully invested.

Policyholder Policyholder

An individual who owns an insurance policy.
 Benefits

Policyholder benefits for the fourth quarter of 2005 decreased to $21.3 million compared to $21.9 million in the third quarter of 2005, due primarily to improved claims experience in the legacy worksite segment. The total Company benefit ratio improved to 77.7% in the fourth quarter of 2005 compared to 82.8% in the third quarter of 2005. The benefit ratio in the legacy worksite segment was 67.3% in the fourth quarter of 2005, an improvement from a benefit ratio of 77.2% in the third quarter of 2005, reflecting improved claims experience, particularly in the medicare supplement and cancer product lines. The benefit ratio in the senior segment increased to 88.7% in the fourth quarter of 2005, compared to 85.2% in the third quarter of 2005 reflecting higher claims and lower premiums. The acquired business segment experienced a fourth quarter 2005 benefit ratio of 115.8%, an improvement from 164.0% reported in the third quarter of 2005, and a return to a more normal level, consistent with the first and second quarters of 2005. The benefit ratio associated with the new KMG America worksite activity increased to 62.3% in the fourth quarter of 2005 compared to 61.7% in the third quarter of 2005 reflecting a higher proportion of stop loss insurance with higher reserve requirements Reserve Requirements

Requirements regarding the amount of funds that banks must hold in reserve against deposits made by their customers. This money must be in the bank's vaults or at the closest Federal Reserve Bank.
 than those in voluntary product sales.

Expenses, taxes, licenses and fees

General insurance expenses, taxes, licenses and fees (before deferrals of policy acquisition costs) for the fourth quarter of 2005 increased to $14.7 million compared to $14.4 million in the third quarter of 2005, due primarily to higher salary expenses related to new hires.

Amortization of Deferred Acquisition Costs (DAC See D/A converter and discretionary access control.

DAC - Digital to Analog Converter
)/Value of Business Acquired (VOBA VOBA Value of Business Acquired
VOBA Virtual Office Business Administration
VOBA Votoms Online Battling Arena
VOBA Virtual Office Business Assistant (NetOffice) 
)

Amortization of DAC/VOBA for the fourth quarter of 2005 increased to $0.7 million compared to the $0.5 million in the third quarter of 2005. Third quarter 2005 amortization reflected a $0.4 million benefit due to favorable persistency in the long-term care long-term care (LTC),
n the provision of medical, social, and personal care services on a recurring or continuing basis to persons with chronic physical or mental disorders.
 block of business.

Non-recurring Items

When comparing fourth quarter 2005 to third quarter 2005, bear in mind that the third quarter 2005 financial results contain two non-recurring adjustments. First, there was a one-time one-time
adj.
1. or one·time
a. Occurring or undertaken only once: a one-time winner in 1995.

b.
 pre-tax pre-tax adjanterior al impuesto

pre-tax adjavant impôt(s)

pre-tax adjal lordo d'imposta 
 charge of $0.3 million in the senior segment for severance The act of dividing, or the state of being divided.

The term severance has unique meanings in different branches of the law. Courts use the term in both civil and criminal litigation in two ways: first, when dividing a lawsuit into two or more parts, and second, when
 and other termination The point where a line, channel or circuit ends. See SCSI termination and hybrid.  costs relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the sale of the Fort Myers Fort Myers, city (1990 pop. 45,206), seat of Lee co., SW Fla., on the Caloosahatchee River, near the Gulf of Mexico; founded 1850, inc. 1905. It has a tourist trade and light industry and is a shipping point for citrus fruits, winter vegetables, flowers (especially  agency office, which closed October October: see month.  5, 2005. Second, the corporate segment included an offsetting a $0.3 million benefit in other income reflecting a favorable legal settlement during the third quarter of 2005. The fourth quarter 2005 financial results contained no such non-recurring adjustments.

NOTES ON FINANCIAL PRESENTATION

KMG America was formed on January January: see month.  21, 2004 and commenced its insurance operations shortly before December 21, 2004, when it completed its initial public offering of common stock and used a portion of the proceeds to complete its acquisition of Kanawha Insurance Company. Results of operations, cash flows and changes in shareholders' equity Shareholders' Equity

A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares.
 for the quarter and twelve months ended December 31, 2004 (the predecessor periods indicated on the attached financial tables), reflect the historical operations of Kanawha only and do not include GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
 purchase accounting ("PGAAP") adjustments reflecting the acquisition. Results of operations, cash flows and changes in shareholders' equity for the quarter ended December 31, 2005, and the quarter ended September September: see month.  30, 2005 and KMG America's financial position as of December 31, 2004, and December 31, 2005, have been adjusted for PGAAP adjustments reflecting the Kanawha acquisition.

Non-GAAP Financial Measures

--Operating Income - To supplement the financial statements presented on a GAAP basis, the Company reported operating income, which is a non-GAAP measure. Operating income is defined as net income excluding realized investment gains/losses (except for realized investment gains/losses that are directly offset by executive deferred compensation expense) and certain non-recurring items, net of income taxes. Management believes this non-GAAP measure provides investors, potential investors, securities analysts and others with useful additional information to evaluate the performance of the business, because it excludes items that management believes are not indicative indicative: see mood.  of the operating results of the business. In addition, this non-GAAP measure is used by management to evaluate the operating performance of the Company. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income determined in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with GAAP.

--Pro Forma forma,
adj/n minor elements between the members of a botanical species.
 Financial Information - To supplement the financial statements presented on a GAAP basis, the Company reported "pro forma" financial information that adjusts the statements of income for the quarter and twelve months ended December 31, 2004 for the actual dollar value impact that the December 31, 2004 balance sheet PGAAP adjustments had on the quarter and twelve months ended December 31, 2005 statements of income, respectively. Such pro forma financial information is a non-GAAP measure. Management believes this pro forma non-GAAP measure provides investors, potential investors, securities analysts and others with useful additional information to evaluate the performance of the business, because these purchase accounting adjustments relating to the Kanawha acquisition have been incorporated in KMG America's financial statements for the quarter and twelve months ending December 31, 2005, and will be incorporated in later reporting periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the results of operations or financial position of the Company determined in accordance with GAAP.

A reconciliation of the non-GAAP financial measures contained in this release to the most comparable GAAP measures appears in the attached tables.

This press release contains forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 that are made pursuant to the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions that may cause KMG America Corporation's actual results to differ materially from those expressed in the forward-looking statements including, but not limited to: implementation of its business strategy; hiring and retaining key employees; predicting and managing claims and other costs; fluctuations in its investment portfolio; financial strength ratings of its insurance subsidiary; government regulations, policies and investigations affecting the insurance industry; competitive insurance products and pricing; reinsurance costs; fluctuations in demand for insurance products; possible recessionary trends in the U.S. economy; and other risks that are detailed from time to time in reports filed by the Company with the Securities and Exchange Commission. KMG America Corporation assumes no obligation to publicly update or revise any forward-looking statements.

KMG America Corporation is a holding company that was formed to acquire the Southeastern south·east  
n.
1. Abbr. SE The direction or point on the mariner's compass halfway between due south and due east, or 135° east of due north.

2. An area or region lying in the southeast.

3.
 regional insurance company, Kanawha Insurance, and to operate and grow Kanawha's insurance and other related businesses nationwide. KMG offers a broad mix of individual and group insurance products and stop-loss stop-loss,
n a general term referring to that category of coverage that provides insurance protection (reinsurance) to an employer for a self-funded plan.
 coverage along with third-party administration services to employers and to working Americans. For more information visit: www.kmgamerica.com.
KMG America Corporation and Predecessor
      Consolidated Statements of Income (GAAP basis, unaudited)
                  (in thousands, except percentages)



                                          KMG America      Predecessor
                                    ---------------------- -----------
                                               Quarter Ended
                                    ----------------------------------
                                    12/31/2005  9/30/2005  12/31/2004
                                    ----------- ---------- -----------

Insurance premiums, net of
 reinsurance                           $27,450    $26,423     $25,604
Net investment income                    7,203      7,089       6,029
Commission and fee income                3,553      3,773       3,302
Realized investment gains                   34        278       3,142
Other income                               898      1,200         851
                                    ----------- ---------- -----------
  Total revenues                        39,138     38,763      38,928

Policyholder benefits                   21,322     21,890      21,960
Insurance commissions, net of
 deferrals                               2,353      2,239       2,540
Expenses, taxes, fees and
 depreciation                           12,643     12,199      10,082
Amortization of DAC and VOBA (1)           706        463       2,640
                                    ----------- ---------- -----------
  Total benefits and expenses           37,024     36,791      37,222

Income before income taxes               2,114      1,972       1,706
(Provision) for income taxes              (702)      (634)       (819)
                                    ----------- ---------- -----------
  Net income before accounting
   changes                               1,412      1,338         887
Cumulative accounting changes, net
 of tax                                    176          -           -
                                    ----------- ---------- -----------
  Net income                            $1,588     $1,338        $887
                                    ==================================

Operating income (2)                    $1,463     $1,249       $(945)
Operating income excl. KMGA new
 activity                               $3,685     $3,451       $(201)
 (see table below)
Benefit ratio (3)                         77.7%      82.8%       85.8%

Average portfolio yield (4)               4.88%      4.81%       4.54%

Average invested assets               $495,358   $482,435    $457,460
Average cash/equivalents & short
 terms (4)                              95,232    107,271      73,316
                                    ----------- ---------- -----------
  Total average cash and invested
   assets                             $590,591   $589,707    $530,777

KMG America new activity:
Insurance premiums, net of
 reinsurance                            $1,824     $1,009          $-
Net investment income                        -          -           -
                                    ----------- ---------- -----------
  Total revenues                         1,824      1,009           -
Policyholder benefits                    1,137        623           -
Insurance commissions, net of
 deferrals                                 182        103           -
Expenses, taxes, fees and
 depreciation                            3,858      3,549       1,144
Amortization of DAC and VOBA (1)            65        121           -
                                    ----------- ---------- -----------
  Total benefits and expenses            5,242      4,396       1,144
Income before income taxes              (3,418)    (3,387)     (1,144)
(Provision) for income taxes             1,196      1,185         400
                                    ----------- ---------- -----------
  Net income                           $(2,222)   $(2,202)      $(744)
                                    ==================================


                                               KMG America Predecessor
                                               ----------- -----------
                                                 Twelve Months Ended
                                               -----------------------
                                               12/31/2005  12/31/2004
                                               ----------- -----------

Insurance premiums, net of reinsurance           $106,888    $102,836
Net investment income                              27,745      25,202
Commission and fee income                          14,565      13,475
Realized investment gains                             358       9,433
Other income                                        3,868       3,108
                                               ----------- -----------
  Total revenues                                  153,424     154,054

Policyholder benefits                              84,288      90,175
Insurance commissions, net of deferrals             9,635       9,690
Expenses, taxes, fees and depreciation             49,421      34,965
Amortization of DAC and VOBA (1)                    3,468       9,468
                                               ----------- -----------
  Total benefits and expenses                     146,812     144,298

Income before income taxes                          6,612       9,756
(Provision) for income taxes                       (2,128)     (3,566)
                                               ----------- -----------
  Net income before accounting changes              4,484       6,190
Cumulative accounting changes, net of tax             176           -
                                               ----------- -----------
  Net income                                       $4,660      $6,190
                                               =======================

Operating income (2)                               $4,416      $1,332
Operating income excl. KMGA new activity          $13,039      $2,076
 (see table below)
Benefit ratio (3)                                    78.9%       87.7%

Average portfolio yield (4)                          4.77%       5.41%

Average invested assets                          $486,691    $460,333
Average cash/equivalents & short terms (4)         94,367      34,169
                                               ----------- -----------
  Total average cash and invested assets         $581,058    $494,502

KMG America new activity:
Insurance premiums, net of reinsurance             $2,929          $-
Net investment income                                   -           -
                                               ----------- -----------
  Total revenues                                    2,929           -
Policyholder benefits                               1,830           -
Insurance commissions, net of deferrals               299           -
Expenses, taxes, fees and depreciation             13,880       1,144
Amortization of DAC and VOBA (1)                      186           -
                                               ----------- -----------
  Total benefits and expenses                      16,195       1,144
Income before income taxes                        (13,266)     (1,144)
(Provision) for income taxes                        4,643         400
                                               ----------- -----------
  Net income                                      $(8,623)      $(744)
                                               =======================

(1) DAC: Deferred Acquisition Costs; VOBA: Value of Business Acquired.

(2) Operating income is defined as net income excluding realized
    investment gains/losses (except for realized investment
    gains/losses that are directly offset by executive deferred
    compensation expense), net of income taxes and certain
    non-recurring items, net of income taxes. Operating income for the
    twelve months ended December 31, 2004 included the one-time $1.0
    million, net of tax, incentive payment identified in footnote (4)
    below.

(3) Benefit ratio is defined as policyholder benefits (equal to
    incurred claims plus increases in policyholder active life
    reserves) divided by net premiums.

(4) Average portfolio yield is defined as net investment income
    divided by average invested assets plus average cash and
    equivalents. Average cash/equivalents and short term assets
    include the portion of initial public offering proceeds that are
    invested short (less than 2 year maturities). Note that the twelve
    months ended December 31, 2004 average portfolio yield excludes
    the impact of the one-time pretax $1.6 million incentive payment
    to one of Kanawha's outside investment managers at the conclusion
    of the contract period.



                       KMG America Corporation
      Consolidated Statements of Income (GAAP basis, unaudited)
                  (in thousands, except percentages)

      Period Covering January 21, 2004 through December 31, 2004

                                  Quarter Ended    Twelve Months Ended
                               ------------------- -------------------
                                   12/31/2004          12/31/2004
                               ------------------- -------------------

Insurance premiums, net of
 reinsurance                                   $-                  $-
Net investment income                          18                  18
Commission and fee income                       -                   -
Realized investment gains                       -                   -
Other income                                    -                   -
                               ------------------- -------------------
  Total revenues                               18                  18

Policyholder benefits                           -                   -
Insurance commissions, net of
 deferrals                                      -                   -
Expenses, taxes, fees and
 depreciation                                 288                 288
Amortization of DAC and VOBA
 (1)                                            -                   -
                               ------------------- -------------------
  Total benefits and expenses                 288                 288

Income before income taxes                   (270)               (270)
(Provision) for income taxes                   94                  94
                               ------------------- -------------------
  Net income                                $(176)              $(176)
                               =================== ===================

(1) DAC: Deferred Acquisition Costs; VOBA: Value of Business Acquired.



                KMG America Corporation and Subsidiary
                     Consolidated Balance Sheets
                  (in thousands, except share data)



                                December 31, 2005 December 31, 2004(1)
                                ----------------- -----------------
                                   (Unaudited)
Assets:
   Cash and cash equivalents             $32,583          $117,400
   Investments                           543,307           461,141
                                ----------------- -----------------
     Total cash and investments          575,890           578,541
   Accrued investment income               5,917             4,912
   DAC                                    14,032                 -
   VOBA                                   72,639            74,481
   Other assets (2)                      128,887           112,117
                                ----------------- -----------------
     Total assets                       $797,365          $770,051
                                ================= =================

Liabilities and shareholders'
 equity:
   Total policy and contract
    liabilities                         $547,894          $530,915
   Deferred income taxes                  13,061             6,502
   Other liabilities (3)                  48,927            44,846
                                ----------------- -----------------
     Total liabilities                   609,882           582,263
   Total shareholders' equity            187,483           187,788
                                ----------------- -----------------
   Total liabilities and
    shareholders' equity                $797,365          $770,051
                                ================= =================

Book value per share: (4)
   Basic                                   $8.47             $8.51
   Diluted                                 $8.47             $8.44

Book value per share: (excl FAS
 115) (5)
   Basic                                   $8.70             $8.51
   Diluted                                 $8.70             $8.44

Ending shares outstanding:
   Basic                                  22,126            22,072
   Diluted (6)                            22,131            22,242


(1) December 31, 2004 balance sheet is stated on PGAAP accounting
    basis and reflects the balance sheets of both the Predecessor and
    KMG America as of December 31, 2004. Please refer to the
    supplemental schedule included here with the details of the PGAAP
    and KMG America adjustments.

(2) Other assets include reinsurance balances recoverable, real estate
    and equipment, federal income tax recoverable and other assets.

(3) Other liabilities include accounts payable and accrued expenses,
    $15.6 million of outstanding principal and accrued interest on a
    subordinated note as of December 31, 2005, and other miscellaneous
    liabilities.

(4) Book values per share on December 31, 2004, are based on the
    number of shares issued in the IPO plus restricted shares issued
    subsequent to the IPO.

(5) The book values are recalculated excluding $5.0 million of
    unrealized capital losses, net of taxes, on December 31, 2005.
    Unrealized capital gains were $0 on December 31, 2004.

(6) Diluted shares were calculated using the treasury stock method.



               KMG America Corporation and Predecessor
   Consolidated Statements of Income - Unaudited, Predecessor 2004
                 Results Adjusted to PGAAP (Pro Forma)
          (in thousands, except share data and percentages)



                                       KMG America      Predecessor
                                 ---------------------- -----------
                                            Quarter Ended
                                 ----------------------------------
                                 12/31/2005  9/30/2005  12/31/2004
                                 ----------- ---------- -----------
                                                           (Pro
                                                           Forma)
 Insurance premiums, net of
  reinsurance                       $27,450    $26,423     $25,604
 Net investment income                7,203      7,089       5,573
 Commissions and fee income           3,553      3,773       3,302
 Realized investment gains               34        278       3,142
 Other income                           898      1,200         851
                                 ----------- ---------- -----------
   Total revenues                    39,138     38,763      38,472

 Policyholder benefits               21,322     21,890      18,622
 Insurance commissions, net of
  deferrals                           2,353      2,239       2,540
 Expenses, taxes, fees and
  depreciation                       12,643     12,199      10,225
 Amortization of DAC & VOBA             706        463       1,337
                                 ----------- ---------- -----------
   Total benefits and expenses       37,024     36,791      32,724

 Income before income taxes           2,114      1,972       5,748
 (Provision) for income taxes          (702)      (634)     (2,234)
                                 ----------- ---------- -----------
   Net income before accounting
    changes                           1,412      1,338       3,514
 Cumulative accounting changes,
  net of tax                            176          -           -
                                 ----------- ---------- -----------
   Net income                        $1,588     $1,338      $3,514
                                 ==================================

 Net income per share:
   Basic                              $0.07      $0.06       $0.16
   Diluted                            $0.07      $0.06       $0.16

 Operating income (loss) : (1)
   Worksite insurance business         $324      $(535)       $801
   Senior market insurance              670        948       1,652
   Third party administration
    business                            172        367          67
   Acquired business                    789        500        (164)
   Corporate and other                 (491)       (31)       (672)
                                 ----------- ---------- -----------
    Total operating income           $1,463     $1,249      $1,683
    Total excluding KMGA new
     activity                        $3,685     $3,451      $2,426

 Operating income per share:
   Basic                              $0.07      $0.06       $0.08
   Diluted                            $0.07      $0.06       $0.08
   Diluted - excl. KMGA new
    activity                          $0.17      $0.16       $0.11

 Weighted-average shares outstanding:
   Basic                             22,108     22,090      22,108 (2)
   Diluted                           22,110     22,094      22,110 (2)

Benefit ratio                          77.7%      82.8%       72.7%

Average portfolio yield (3)            4.88%      4.81%       4.20%



                                            KMG America Predecessor
                                            ----------- -----------
                                              Twelve Months Ended
                                            -----------------------
                                            12/31/2005  12/31/2004
                                            ----------- -----------
                                                           (Pro
                                                           Forma)
 Insurance premiums, net of reinsurance       $106,888    $102,836
 Net investment income                          27,745      23,318
 Commissions and fee income                     14,565      13,475
 Realized investment gains                         358       9,433
 Other income                                    3,868       3,108
                                            ----------- -----------
   Total revenues                              153,424     152,170

 Policyholder benefits                          84,288      78,412
 Insurance commissions, net of deferrals         9,635       9,690
 Expenses, taxes, fees and depreciation         49,421      35,536
 Amortization of DAC & VOBA                      3,468       4,293
                                            ----------- -----------
   Total benefits and expenses                 146,812     127,931

 Income before income taxes                      6,612      24,239
 (Provision) for income taxes                   (2,128)     (8,635)
                                            ----------- -----------
   Net income before accounting changes          4,484      15,604
 Cumulative accounting changes, net of tax         176           -
                                            ----------- -----------
   Net income                                   $4,660     $15,604
                                            =======================

 Net income per share:
   Basic                                         $0.21       $0.71
   Diluted                                       $0.21       $0.71

 Operating income (loss) : (1)
   Worksite insurance business                    $(38)     $2,906
   Senior market insurance                       2,871       5,307
   Third party administration business             929         712
   Acquired business                             2,746       1,579
   Corporate and other                          (2,091)        242
                                            ----------- -----------
    Total operating income                      $4,416     $10,746
    Total excluding KMGA new activity          $13,039     $11,489

 Operating income per share:
   Basic                                         $0.20       $0.49
   Diluted                                       $0.20       $0.49
   Diluted - excl. KMGA new activity             $0.59       $0.52

 Weighted-average shares outstanding:
   Basic                                        22,086      22,086 (2)
   Diluted                                      22,091      22,091 (2)

Benefit ratio                                     78.9%       76.2%

Average portfolio yield (3)                       4.77%       5.03%

(1) Operating income is defined as net income excluding realized
    investment gains (losses), net of income taxes and certain
    non-recurring items, net of income taxes. Operating income for the
    twelve months ended December 31, 2004, included the one-time $1.0
    million, net of tax, incentive payment to one of Kanawha's outside
    investment managers in March, 2004.

(2) Shares outstanding for the three months and twelve months ended
    December 31, 2004 assume the same number of shares outstanding as
    the three months and twelve months ended December 31, 2005,
    respectively.

(3) Average portfolio yield is defined as net investment income
    divided by average invested assets plus average cash and
    equivalents. Note that twelve months year-to-date 2004 average
    portfolio yield excludes the impact of the one-time pretax $1.6
    million incentive payment identified in note 1.


                 PRO FORMA SEGMENT RESULTS (Unaudited)
                            (in thousands)

To supplement the financial statements presented on a GAAP basis, the
Company reported "pro forma" financial information that adjusts the
income statements for the quarter and twelve months ended December 31,
2004 for the actual dollar impact that the December 31, 2004, balance
sheet PGAAP adjustments had on the income statements for the quarter
and twelve months ended December 31, 2005, respectively. Pretax
operating income excludes realized investment gains/losses (except for
realized gains/losses that are directly offset by executive deferred
compensation expenses) and other nonrecurring items.



                                          KMG America      Predecessor
                                    ---------------------- -----------
                                               Quarter Ended
                                    ----------------------------------
                                    12/31/2005  9/30/2005  12/31/2004
                                    ----------- ---------- -----------
Worksite insurance business -                              (Pro Forma)
 Legacy:
  Insurance premiums, net of
   reinsurance                         $13,912    $14,097     $14,002
  Net investment income                  1,602      1,537       1,385
  Commissions and fee income                 -          -           -
  Realized investment gains                  -          -           -
  Other income                              42         40          45
                                    ----------- ---------- -----------
    Total revenues                      15,556     15,674      15,432
  Policyholder benefits                  9,367     10,878       9,250
  Insurance commissions, net of
   deferrals                               833        745       1,061
  Expenses, taxes, fees and
   depreciation                          2,539      2,414       2,688
  Amortization of DAC and VOBA             766        992       1,201
                                    ----------- ---------- -----------
    Total benefits and expenses         13,505     15,029      14,200
                                    ----------- ---------- -----------
  Income before income taxes            $2,051       $645      $1,232
                                    ==================================

Total assets                          $166,402   $167,107    $169,761
                                    ==================================

 Worksite insurance business -
  KMGA:
  Insurance premiums, net of
   reinsurance                          $1,824     $1,009          $-
  Net investment income                      -          -           -
  Commissions and fee income                 -          -           -
  Realized investment gains                  -          -           -
  Other income                               -          -           -
                                    ----------- ---------- -----------
    Total revenues                       1,824      1,009           -
  Policyholder benefits                  1,137        623           -
  Insurance commissions, net of
   deferrals                               182        103           -
  Expenses, taxes, fees and
   depreciation                          1,992      1,630           -
  Amortization of DAC and VOBA              65        121           -
                                    ----------- ---------- -----------
    Total benefits and expenses          3,376      2,477           -
                                    ----------- ---------- -----------
  Income before income taxes           $(1,552)   $(1,468)         $-
                                    ==================================

Total assets                                $-         $-          $-
                                    ==================================

Senior market insurance business:
  Insurance premiums, net of
   reinsurance                         $10,135    $10,376     $10,267
  Net investment income                  1,297      1,195         928
  Commissions and fee income                 -          -           -
  Realized investment gains                  -          -           -
  Other income                             747        732         677
                                    ----------- ---------- -----------
    Total revenues                      12,179     12,303      11,872
  Policyholder benefits                  8,989      8,845       6,558
  Insurance commissions, net of
   deferrals                             1,240      1,294       1,373
  Expenses, taxes, fees and
   depreciation                            770      1,098       1,020
  Amortization of DAC and VOBA             150       (392)        380
                                    ----------- ---------- -----------
    Total benefits and expenses         11,149     10,845       9,331
                                    ----------- ---------- -----------
  Income before income taxes            $1,030     $1,458      $2,541
                                    ==================================

Total assets                          $193,889   $185,675    $160,382
                                    ==================================




                                               KMG America Predecessor
                                               ----------- -----------
                                                 Twelve Months Ended
                                               -----------------------
                                               12/31/2005  12/31/2004
                                               ----------- -----------
Worksite insurance business - Legacy:                      (Pro Forma)
  Insurance premiums, net of reinsurance          $57,599     $56,309
  Net investment income                             6,524       6,255
  Commissions and fee income                            -           -
  Realized investment gains                             -           -
  Other income                                        172         264
                                               ----------- -----------
    Total revenues                                 64,295      62,828
  Policyholder benefits                            41,726      40,337
  Insurance commissions, net of deferrals           3,443       3,780
  Expenses, taxes, fees and depreciation           10,151       9,966
  Amortization of DAC and VOBA                      3,472       4,274
                                               ----------- -----------
    Total benefits and expenses                    58,792      58,357
                                               ----------- -----------
  Income before income taxes                       $5,503      $4,471
                                               =======================

Total assets                                     $166,402    $169,761
                                               =======================

 Worksite insurance business - KMGA:
  Insurance premiums, net of reinsurance           $2,929          $-
  Net investment income                                 -           -
  Commissions and fee income                            -           -
  Realized investment gains                             -           -
  Other income                                          -           -
                                               ----------- -----------
    Total revenues                                  2,929           -
  Policyholder benefits                             1,830           -
  Insurance commissions, net of deferrals             299           -
  Expenses, taxes, fees and depreciation            6,176           -
  Amortization of DAC and VOBA                        186           -
                                               ----------- -----------
    Total benefits and expenses                     8,491           -
                                               ----------- -----------
  Income before income taxes                      $(5,562)         $-
                                               =======================

Total assets                                           $-          $-
                                               =======================

Senior market insurance business:
  Insurance premiums, net of reinsurance          $42,240     $42,060
  Net investment income                             4,641       3,669
  Commissions and fee income                            -           -
  Realized investment gains                             -           -
  Other income                                      2,935       2,347
                                               ----------- -----------
    Total revenues                                 49,816      48,076
  Policyholder benefits                            35,355      30,108
  Insurance commissions, net of deferrals           5,495       5,482
  Expenses, taxes, fees and depreciation            3,995       3,695
  Amortization of DAC and VOBA                        554         627
                                               ----------- -----------
    Total benefits and expenses                    45,399      39,912
                                               ----------- -----------
  Income before income taxes                       $4,417      $8,164
                                               =======================

Total assets                                     $193,889    $160,382
                                               =======================



           PRO FORMA SEGMENT RESULTS (Unaudited) - Continued
                            (in thousands)


                                          KMG America      Predecessor
                                    ---------------------- -----------
                                               Quarter Ended
                                    ----------------------------------
                                    12/31/2005  9/30/2005  12/31/2004
                                    ----------- ---------- -----------
Third party administration                                 (Pro Forma)
 business:
  Insurance premiums, net of
   reinsurance                              $-         $-          $-
  Net investment income                      -          -           -
  Commissions and fee income             3,502      3,696       3,235
  Realized investment gains                  -          -           -
  Other income                               2          -           -
                                    ----------- ---------- -----------
    Total revenues                       3,504      3,696       3,235
  Policyholder benefits                      -          -           -
  Insurance commissions, net of
   deferrals                                 -          -           -
  Expenses, taxes, fees and
   depreciation                          3,240      3,131       3,132
  Amortization of DAC and VOBA               -          -           -
                                    ----------- ---------- -----------
    Total benefits and expenses          3,240      3,131       3,132
                                    ----------- ---------- -----------
  Income before income taxes              $264       $565        $103
                                    ==================================

Total assets                           $11,103    $10,327      $8,186
                                    ==================================

Acquired business:
  Insurance premiums, net of
   reinsurance                          $1,579       $941      $1,335
  Net investment income                  1,964      1,866       1,838
  Commissions and fee income                 -          -           -
  Realized investment gains                  -          -           -
  Other income                              18         20          35
                                    ----------- ---------- -----------
    Total revenues                       3,561      2,827       3,208
  Policyholder benefits                  1,829      1,543       2,815
  Insurance commissions, net of
   deferrals                                99         98         106
  Expenses, taxes, fees and
   depreciation                            695        675         784
  Amortization of DAC and VOBA            (276)      (258)       (244)
                                    ----------- ---------- -----------
    Total benefits and expenses          2,347      2,058       3,461
                                    ----------- ---------- -----------
  Income before income taxes            $1,214       $769       $(253)
                                    ==================================

Total assets                          $204,288   $207,229    $215,851
                                    ==================================

Corporate & other:
  Insurance premiums, net of
   reinsurance                              $-         $-          $-
  Net investment income                  2,340      2,490       1,422
  Commissions and fee income                50         78          67
  Realized investment gains                  -          -           -
  Other income                              89        407          95
                                    ----------- ---------- -----------
    Total revenues                       2,479      2,975       1,584
  Policyholder benefits                      -          -           -
  Insurance commissions, net of
   deferrals                                 -          -           -
  Expenses, taxes, fees and
   depreciation
  - Kanawha legacy                       1,427      1,191       1,133
  - KMG America (KMGA) new activity      1,866      1,919       1,144
  Amortization of DAC and VOBA               -          -           -
                                    ----------- ---------- -----------
    Total benefits and expenses          3,293      3,110       2,277
                                    ----------- ---------- -----------
  Income (loss) before income taxes      $(814)     $(135)      $(693)
                                    ==================================
  Income before income taxes
   excluding KMGA new activity          $1,052     $1,784        $451

Total assets                          $221,683   $231,785    $216,454
                                    ==================================


                                               KMG America Predecessor
                                               ----------- -----------
                                                 Twelve Months Ended
                                               -----------------------
                                               12/31/2005  12/31/2004
                                               ----------- -----------
Third party administration business:                       (Pro Forma)
  Insurance premiums, net of reinsurance               $-          $-
  Net investment income                                 -           -
  Commissions and fee income                       14,264      13,295
  Realized investment gains                             -           -
  Other income                                          3           1
                                               ----------- -----------
    Total revenues                                 14,267      13,296
  Policyholder benefits                                 -           -
  Insurance commissions, net of deferrals               -           -
  Expenses, taxes, fees and depreciation           12,838      12,200
  Amortization of DAC and VOBA                          -           -
                                               ----------- -----------
    Total benefits and expenses                    12,838      12,200
                                               ----------- -----------
  Income before income taxes                       $1,429      $1,096
                                               =======================

Total assets                                      $11,103      $8,186
                                               =======================

Acquired business:
  Insurance premiums, net of reinsurance           $4,119      $4,467
  Net investment income                             7,808       8,465
  Commissions and fee income                            -           -
  Realized investment gains                             -           -
  Other income                                         69         115
                                               ----------- -----------
    Total revenues                                 11,996      13,047
  Policyholder benefits                             5,376       7,967
  Insurance commissions, net of deferrals             399         428
  Expenses, taxes, fees and depreciation            2,741       2,831
  Amortization of DAC and VOBA                       (744)       (608)
                                               ----------- -----------
    Total benefits and expenses                     7,772      10,618
                                               ----------- -----------
  Income before income taxes                       $4,224      $2,429
                                               =======================

Total assets                                     $204,288    $215,851
                                               =======================

Corporate & other:
  Insurance premiums, net of reinsurance               $-          $-
  Net investment income                             8,772       6,481
  Commissions and fee income                          301         180
  Realized investment gains                             -           -
  Other income                                        688         381
                                               ----------- -----------
    Total revenues                                  9,761       7,042
  Policyholder benefits                                 -           -
  Insurance commissions, net of deferrals               -           -
  Expenses, taxes, fees and depreciation
  - Kanawha legacy                                  5,561       5,293
  - KMG America (KMGA) new activity                 7,704       1,144
  Amortization of DAC and VOBA                          -           -
                                               ----------- -----------
    Total benefits and expenses                    13,265       6,437
                                               ----------- -----------
  Income (loss) before income taxes               $(3,504)       $605
                                               =======================
  Income before income taxes excluding KMGA
   new activity                                    $4,200      $1,749

Total assets                                     $221,683    $216,454
                                               =======================

                       KMG America Corporation
    Reconciliation of Operating Income and Pro Forma Consolidated
                   Statements of Income (Unaudited)
                            (in thousands)


                                          KMG America      Predecessor
                                    ---------------------- -----------
                                              Quarter Ended
                                    ----------------------------------

                                    12/31/2005  9/30/2005  12/31/2004
                                    ----------- ---------- -----------
Net income as reported                  $1,588     $1,338        $887

Restatement to purchase accounting:
 (1)
  Adjustment to investment income
   (2)                                       -          -        (456)
  Adjustment to change in benefit
   reserves (3)                              -          -       3,338
  Amortization of other intangible
   assets (4)                                -          -        (143)
  Amortization of DAC and VOBA (5)           -          -       1,303
  Taxes on the above                         -          -      (1,415)
                                    ----------- ---------- -----------

Net income - pro forma                  $1,588     $1,338      $3,514
                                    ==================================

Reconciliation to operating income:
  Exclude realized investment
   gains/losses, net of offset for
   deferred compensation expense
   (6)                                      79       (137)     (2,818)
  Exclude cumulative accounting
   changes                                (271)         -           -
  Exclude one-time investment
   expense                                   -          -           -
  Taxes on the above                        67         48         986
                                    ----------- ---------- -----------

Operating income - pro forma            $1,463     $1,249      $1,683
                                    ==================================



                                               KMG America Predecessor
                                               ----------- -----------
                                                 Twelve Months Ended
                                               -----------------------
                                               12/31/2005  12/31/2004
                                               ----------- -----------
Net income as reported                             $4,660      $6,190

Restatement to purchase accounting: (1)
  Adjustment to investment income (2)                   -      (1,884)
  Adjustment to change in benefit reserves (3)          -      11,763
  Amortization of other intangible assets (4)           -        (571)
  Amortization of DAC and VOBA (5)                      -       5,175
  Taxes on the above                                    -      (5,069)
                                               ----------- -----------

Net income - pro forma                             $4,660     $15,604
                                               =======================

Reconciliation to operating income:
  Exclude realized investment gains/losses,
   net of offset for deferred compensation
   expense (6)                                       (104)     (9,026)
  Exclude cumulative accounting changes              (271)          -
  Exclude one-time investment expense                   -       1,552
  Taxes on the above                                  131       2,616
                                               ----------- -----------

Operating income - pro forma                       $4,416     $10,746
                                               =======================

(1) Adjustment of statements of income for the quarter and twelve
    month periods ended December 31, 2004, for the actual dollar value
    impact that the December 31, 2004, balance sheet PGAAP adjustments
    had on the statements of income for the quarter and twelve month
    periods ended December 31, 2005, respectively.

(2) Reflects the amortization of fair value adjustment to the cost
    basis of Kanawha's fixed income and mortgage loan investments.

(3) To record the adjustment to historical benefit expense to reflect
    the new benefit expense relating to the future policy and contract
    reserves restated to fair value.

(4) To record amortization of the fair value of $7.7 million of
    certain intangible assets including product approvals in 45 states
    and future revenues associated with the customer relationships of
    Kanawha HealthCare Solutions, a wholly-owned direct subsidiary of
    Kanawha.

(5) Reflects the adjustment to remove historical amortization of DAC
    and VOBA and to record amortization of the restated VOBA
    established on the balance sheet as of December 31, 2004.

(6) Realized investment gains/losses include $254,000 and $113,000 of
    gains for both the quarter and twelve months ended December 31,
    2005, respectively, related to executive deferred compensation
    trading activity that is fully offset in compensation expenses.
    Corresponding amounts for the quarter and twelve months ended
    December 31, 2004 are $323,000 and $407,000 of losses,
    respectively.



                         Kanawha Predecessor
  Reconciliation of Pro Forma Reporting Segment Results (Unaudited)
                            (in thousands)


               Worksite Insurance Segment
                     Kanawha Legacy         Senior Insurance Segment
               --------------------------- ---------------------------
               Quarter Ended Twelve Months Quarter Ended Twelve Months
                                 Ended                       Ended
                12/31/2004    12/31/2004    12/31/2004    12/31/2004
               ------------- ------------- ------------- -------------
Pretax income
 as reported          $(662)      $(2,647)         $971        $2,638

Restatement to
 Purchase
 Accounting:
 (1)
  Adjustment
   to
   investment
   income (2)           307         1,227           (53)         (209)
  Adjustment
   to change
   in benefit
   reserves
   (3)                1,073         3,956         1,730         5,721
  Amortization
   of DAC and
   VOBA (4)             514         1,935          (107)           14
               ------------- ------------- ------------- -------------

Pretax
 operating
 income - pro
 forma               $1,232        $4,471        $2,541        $8,164
               =========================== ===========================



               Acquired Insurance Segment  Corporate and Other Segment
               --------------------------- ---------------------------
               Quarter Ended Twelve Months Quarter Ended Twelve Months
                                 Ended                       Ended
                12/31/2004    12/31/2004    12/31/2004    12/31/2004
               ------------- ------------- ------------- -------------
Pretax income
 as reported        $(1,674)      $(2,841)       $2,968       $11,510

Adjust for
 realized
 investment
 gains                                          $(3,141)      $(9,433)
Adjust for
 one-time
 incentive
 payment                                             $-        $1,552
  Adjustment
   to deferred
   comp
   expense (5)                                      323           407

Restatement to
 Purchase
 Accounting:
 (1)
  Adjustment
   to
   investment
   income (2)           (10)          (42)         (700)       (2,860)
  Adjustment
   to change
   in benefit
   reserves
   (3)                  535         2,086             -             -
  Amortization
   of other
   intangible
   assets (6)                                      (143)         (571)
  Amortization
   of DAC and
   VOBA (4)             896         3,226             -             -
               ------------- ------------- ------------- -------------

Pretax
 operating
 income - pro
 forma                $(253)       $2,429         $(693)         $605
               =========================== ===========================


(1) Adjustment of statements of income for the quarter and twelve
    month periods ended December 31, 2004, for the actual dollar value
    impact that the December 31, 2004, balance sheet PGAAP adjustments
    had on the statements of income for the quarter and twelve month
    periods ended December 31, 2005, respectively.

(2) Reflects the amortization of fair value adjustment to the cost
    basis of Kanawha's fixed income and mortgage loan investments.

(3) To record the adjustment to historical benefit expense to reflect
    the new benefit expense relating to the future policy and contract
    reserves restated to fair value.

(4) Reflects the adjustment to remove historical amortization of DAC
    and VOBA and to record amortization of the restated VOBA
    established on the balance sheet as of December 31, 2004.

(5) To offset the increase in executive deferred compensation expense
    with the portion of realized capital gains that gave rise to the
    deferred compensation expense increase.

(6) To record amortization of the fair value of $7.7 million of
    certain intangible assets including product approvals in 45 states
    and future revenues associated with the customer relationships of
    Kanawha Healthcare Solutions, a wholly-owned direct subsidiary of
    Kanawha.




               KMG America Corporation and Predecessor
      Consolidated Balance Sheet (Unaudited) - December 31, 2004
                (in thousands, except per share data)



                                           Purchase
                                  KMG         GAAP            KMG
                     Kanawha    America   Adjustments       America
                    Historical Historical Incr (Decr)     Consolidated
                    ----------------------------------    ------------
Assets:
   Cash and cash
    equivalents       $69,268    $48,132           $-        $117,400
   Investments        459,844          -        1,297 (1)     461,141
                    ----------------------------------    ------------
     Total cash and
      investments     529,112     48,132        1,297         578,541
   Accrued
    investment
    income              4,909          3            -           4,912
   Deferred
    acquisition
    costs (DAC)        87,339          -      (87,339)(2)           -
   Value of
    business
    acquired (VOBA)    26,579          -       47,902 (3)      74,481
   Goodwill             1,258          -       (1,258)(4)           -
   Other assets        90,971        117       21,029 (5)     112,117
                    ---------- ---------- ------------    ------------
     Total Assets    $740,168    $48,252     $(18,369)       $770,051
                    ==================================    ============

 Liabilities and
  shareholders'
  equity:
   Total policy and
    contract
    liabilities      $486,654         $-      $44,261 (6)    $530,915
   Deferred income
    taxes              28,117          -      (21,615)(7)       6,502
   Other
    liabilities        29,484     16,236         (874)(8)      44,846
                    ---------- ---------- ------------    ------------
     Total
      Liabilities     544,255     16,236       21,772         582,263
   Total
    shareholders'
    equity            195,913     32,016      (40,141)        187,788
                    ---------- ---------- ------------    ------------
   Total
    liabilities and
    shareholders'
    equity           $740,168    $48,252     $(18,369)       $770,051
                    ==================================    ============

 Book value per
  share:
   Basic                                                        $8.51
   Diluted                                                      $8.44

 Ending shares
  outstanding:
   Basic                                                       22,072
   Diluted                                                     22,242


(1) To value Kanawha's investment portfolio at its estimated fair
    value.

(2) To eliminate Kanawha's deferred acquisition cost balance.

(3) To eliminate Kanawha's value of business acquired and replace it
    with the present value of future profits of the business acquired.

(4) To eliminate Kanawha's goodwill balance.

(5) To record the fair value of certain intangible assets including
    trade names ($6.1 million); licenses to conduct insurance in 45
    states ($3.7 million); product approvals in 45 states ($2.8
    million); future revenues associated with the customer
    relationships of Kanawha HealthCare Solutions ($4.9 million); and
    change in fair value of reinsurance receivable asset ($3. 5
    million) related to ceded portion of policy and contract reserves
    referenced in footnote 6.

(6) To record the change in Kanawha's policy and contract reserves to
    fair value (direct before reinsurance ceded).

(7) To adjust the deferred tax liability of Kanawha to account for the
    difference between the estimated fair value of the net assets
    acquired and the tax basis of the net assets acquired.

(8) To adjust miscellaneous other liabilities to estimated fair value.



               KMG America Corporation and Predecessor
    Statistical and Operating Data at or for the Periods Indicated
                  (in thousands, except percentages)



 OTHER FINANCIAL DATA
 Unaudited                               KMG America       Predecessor
                                    ---------------------- -----------
                                              Quarter Ended
                                    ----------------------------------
                                    12/31/2005  9/30/2005  12/31/2004
                                    ----------- ---------- -----------
Sales - issued and paid for annualized
 premiums:

Worksite insurance segment - Kanawha Legacy
  Life                                    $448       $709        $619
  Cancer                                   504        542         654
  Disability income                      1,249        821       1,618
  Other A&H                              1,098        328       2,153
                                    ----------- ---------- -----------
    Total worksite - Kanawha Legacy      3,299      2,400       5,044

Worksite insurance segment - KMG America (KMGA) New
 Activity
Core Group Products:
  Life                                      $-         $-          $-
  Stop loss                              4,124      2,993           -
  Disability income                          -          -           -
  Other A&H                                  -          -           -
Voluntary Benefit Products:
  Life                                     167        219           -
  Cancer                                   125         18           -
  Disability income                      1,331        836           -
  Other A&H                                244        299           -
                                    ----------- ---------- -----------
    Total worksite - KMGA New
     Activity                            5,991      4,365           -

Senior market insurance segment
  Long term care                           260        360         513
                                    ----------- ---------- -----------
    Total senior market insurance          260        360         513

  Total sales                           $9,550     $7,125      $5,557
                                    ==================================


 OTHER FINANCIAL DATA
 Unaudited                                     KMG America Predecessor
                                               ----------- -----------
                                                 Twelve Months Ended
                                               -----------------------
                                               12/31/2005  12/31/2004
                                               ----------- -----------
Sales - issued and paid for annualized premiums:

Worksite insurance segment - Kanawha Legacy
  Life                                             $2,453      $2,218
  Cancer                                            1,984       2,381
  Disability income                                 4,314       5,325
  Other A&H                                         2,400       3,182
                                               ----------- -----------
    Total worksite - Kanawha Legacy                11,151      13,106

Worksite insurance segment - KMG America (KMGA) New
 Activity
Core Group Products:
  Life                                                 $-          $-
  Stop loss                                         8,245           -
  Disability income                                     -           -
  Other A&H                                             -           -
Voluntary Benefit Products:
  Life                                                395           -
  Cancer                                              223           -
  Disability income                                 2,758           -
  Other A&H                                           544           -
                                               ----------- -----------
    Total worksite - KMGA New Activity             12,165           -

Senior market insurance segment
  Long term care                                    1,616       3,446
                                               ----------- -----------
    Total senior market insurance                   1,616       3,446

  Total sales                                     $24,932     $16,552
                                               =======================

                                              Quarter Ended
                                    ----------------------------------
                                    12/31/2005  9/30/2005  12/31/2004
                                    ----------- ---------- -----------
Pro forma benefit ratios: (1)                              (Pro forma)
  Worksite insurance - Kanawha
   legacy                                 67.3%      77.2%       66.1%
  Worksite insurance - KMGA new
   activity                               62.3%      61.7%          -
  Senior market insurance                 88.7%      85.2%       63.9%
  Acquired business                      115.8%     164.0%      210.9%
    Total company                         77.7%      82.8%       72.7%

                                                 Twelve Months Ended
                                               -----------------------
                                               12/31/2005  12/31/2004
                                               ----------- -----------
Pro forma benefit ratios: (1)                              (Pro forma)
  Worksite insurance - Kanawha legacy                72.4%       71.6%
  Worksite insurance - KMGA new activity             62.5%          -
  Senior market insurance                            83.7%       71.6%
  Acquired business                                 130.5%      178.4%
    Total company                                    78.9%       76.2%



(1) benefit ratio is defined as total policyholder benefits divided by
    total net premiums. Benefit ratios for the quarter and twelve
    months ended December 31, 2004 have been adjusted to reflect the
    application of purchase accounting consistent with the earnings
    measurement basis in 2005.
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