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KMG America Reports Net Income for Second Quarter 2005.


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 (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 second quarter of 2005 of $0.7 million, or $.03 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.

KMG America Chairman, President and 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
, commenting on these results, said, "We are extremely pleased with our second quarter results. While earnings are below consensus estimates, they were consistent with our internal expectations, and the far more important early measurements were all positive. We have successfully recruited 15 sales reps, stop loss and group life products are filed and being sold, and we have strong early sales results to report. Including those cases with effective dates of July July: see month.  1, 2005, new stop loss sales totaled $3.8 million after being available for just 30 days. While we don't don't  

1. Contraction of do not.

2. Nonstandard Contraction of does not.

n.
A statement of what should not be done: a list of the dos and don'ts.
 expect stop loss sales to continue at this pace because we will emphasize a broader mix of products including group life, we believe these early sales results validate To prove something to be sound or logical. Also to certify conformance to a standard. Contrast with "verify," which means to prove something to be correct.

For example, data entry validity checking determines whether the data make sense (numbers fall within a range, numeric data
 the quality of our sales reps and the acceptance of KMG America in the market place."

Mr. Kuk added, "The second quarter results include $4.0 million of incremental costs Costs which are additional costs to the Service appropriations that would not have been incurred absent support of the contingency operation. See also financial management.  attributed to new KMG America activity compared to $2.4 million in the first quarter of 2005 and virtually no 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.
 premium. Absent any significant improvements in the 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.  legacy business or in investment performance, lower earnings had to emerge. As part of our strategic planning Strategic planning is an organization's process of defining its strategy, or direction, and making decisions on allocating its resources to pursue this strategy, including its capital and people.  and reforecasting process, we are taking a fresh look at our 2006 and 2007 internal projections to determine earnings trajectory Trajectory

The curve described by a body moving through space, as of a meteor through the atmosphere, a planet around the Sun, a projectile fired from a gun, or a rocket in flight.
 based on far more complete information than was previously available. However, we haven't have·n't  

Contraction of have not.


haven't have not
haven't have
 changed our long term objectives." (KMG America acquired Kanawha Insurance Company in December December: see month. , 2004, with the proceeds of its initial public offering.)

The second quarter earnings results discussion that follow compares second quarter 2005 and first quarter 2005 results to the second quarter 2004 results. Results are compared on a reported net income basis, 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.
 basis (excluding realized investment gains and losses) and 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 when comparing current year to prior year results. Because the financial results of Kanawha in 2004 (the predecessor predecessor - parent  period) do not reflect the new activity of KMG America, we believe the most meaningful comparison for purposes of evaluating the KMG America results, at least for the first year of its operation, are comparisons to the most recent quarter. We believe that the comparison of current year to prior year periods are most meaningful when prior year periods are stated on a pro forma basis reflecting the purchase accounting adjustments.

Additionally, in order to facilitate period-over-period comparisons and highlight operating trends specific to Kanawha's legacy business, expenses related to the new KMG America activity have been identified separately on the income statements and includes expenses related to the new executive office, holding company, and new 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.
 management and related staffing.

SECOND QUARTER FINANCIAL RESULTS

For the second quarter of 2005, KMG America reported net income of $0.7 million, or $.03 per diluted share, compared to net income for the first quarter of 2005 of $1.0 million, or $.05 per diluted share, second quarter 2004 net income of $1.6 million and second quarter 2004 pro forma net income of $3.7 million (second quarter net income and pro forma net income in 2004 includes realized gains Realized Gain

A gain resulting from selling an asset at a price higher than the original purchase price.

Notes:
There may be tax consequences for a realized profit.
 of $1.0 million, net of taxes). On an operating income basis, second quarter 2005 reported income of $0.7 million, or $.03 per diluted share, compared to operating income of $1.0 million, or $.05 per diluted share in the first quarter of 2005, and $2.8 million, or $.12 per diluted share in the second quarter of 2004 on a pro forma basis.

The primary reasons for the decreased earnings in the year-over-year comparisons are increased expenses from the new KMG America activity related to building the new sales and underwriting organization, and the additional costs and infrastructure required to operate as a public company. These new expenses totaled $4.0 million and $2.4 million in the second and first quarters of 2005, respectively. Excluding these expenses, second quarter 2005 operating income would be $3.3 million, or $.15 per diluted share, comparing favorably fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
 to first quarter 2005 operating income of $2.6 million, or $.12 per diluted share, and second quarter 2004 pro forma operating income of $2.8 million, or $.12 per diluted share. We believe that excluding these new expenses will provide a more meaningful comparison of the trends in earnings produced by Kanawha's legacy business, which offset the costs associated with building the new sales and underwriting organization and the infrastructure needed to operate as a public company.

The total company benefit ratio was 77.0% in the second quarter of 2005, an improvement from 78.0% in the first quarter of 2005 and from 79.8% in the second quarter of 2004 on a pro forma basis. The second quarter 2005 improvement is due primarily to a favorable fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
 claims comparison in the worksite and acquired segments partially offset by an unfavorable comparison in the senior segment.

Investment income in the second quarter of 2005 increased by $0.1 million compared to the first quarter of 2005, and by $0.3 million compared to the second quarter of 2004 on a pro forma basis. The investment portfolio yield in the second quarter of 2005 was 4.69% based on average cash and invested assets, an improvement from 4.60% in the first quarter of 2005, but down considerably from the 5.46% yield in the second quarter of 2004 on a pro forma basis. The comparison to the second quarter of 2004 reflects the continued effect of the low interest rate environment and our decision to temporarily target shorter term investments where we perceive per·ceive
v.
1. To become aware of directly through any of the senses, especially sight or hearing.

2. To achieve understanding of; apprehend.
 more value currently. 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 of 2004 and other cash raised by Kanawha from targeted dispositions of certain securities in its investment portfolio late in the third quarter of 2004, KMG America had total cash and cash equivalents of about $130 million at the end of 2004. These holdings amount to about $100 million today, which include the shorter term assets with two to three year maturities. These shorter term assets will likely be redeployed into longer term assets should interest rates rise as we expect. The decline in year-over-year average portfolio yield had a proportional proportional

values expressed as a proportion of the total number of values in a series.


proportional dwarf
the patient is a miniature without disproportionate reductions or enlargements of body parts.
 impact on the second quarter 2005 business segment results that follow.

Second quarter 2005 reported results were also favorably impacted by an effective tax rate of 24.5% compared to 35.5% in the first quarter of 2005, and 30.6% for the second quarter of 2004. This favorable effective tax rate is due to the fact that a portion of our consolidated con·sol·i·date  
v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates

v.tr.
1. To unite into one system or whole; combine:
 income resulted from a subsidiary that has net operating loss 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.
 carry backs. Due to the uncertainty of using these net operating losses Net operating losses

Losses that a firm can take advantage of to reduce taxes.
, a deferred tax asset has not been established for them; therefore, the net income from this subsidiary has a tax rate of zero due to the use of net operating losses to offset taxable income Under the federal tax law, gross income reduced by adjustments and allowable deductions. It is the income against which tax rates are applied to compute an individual or entity's tax liability. The essence of taxable income is the accrual of some gain, profit, or benefit to a taxpayer.  incurred, which reduces the effective tax rate for the consolidated company.

YEAR-TO-DATE Year-to-date (YTD)

The period beginning at the start of the calendar year up to the current date.
 FINANCIAL RESULTS

Net income for the six months ended June June: see month.  30, 2005 was $1.7 million, or $.08 per diluted share, compared to net income of $1.7 million and pro forma net income of $5.9 million, or $.27 per diluted share for the six months ended June 30, 2004. Net income for the first six months of 2004 was impacted by a one-time one-time
adj.
1. or one·time
a. Occurring or undertaken only once: a one-time winner in 1995.

b.
 investment expense of $1.6 million ($1.0 million after tax) which reduced investment income in March of 2004. Operating income for the six months ended June 30, 2005 was $1.7 million, or $.08 per diluted share, compared to operating income for the six months ended June 30, 2004 of $5.8 million (excludes realized investment gains of $1.1 million, net of taxes and the one-time investment expense of $1.0 million, net of taxes), or $.26 per diluted share.

The decline in year-over-year operating income is primarily due to $6.5 million of operating expenses Operating expenses

The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted.
 incurred in the first six months of 2005 related to the new KMG America activity, consistent with the discussion above regarding second quarter results. Excluding these new KMG America expenses, operating income for the six months ended June 30, 2005 for Kanawha's legacy business would have been $5.9 million, or $.27 per diluted share, compared to pro forma operating income of $5.8 million, or $.26 per diluted share for the six months ended June 30, 2004.

SECOND QUARTER BUSINESS SEGMENT RESULTS

All business segment earnings results are stated on a pretax pre·tax  
adj.
Existing before tax deductions: pretax income.

pretax adj [profit] → vor (Abzug der) Steuern 
 operating income basis (excludes realized capital gains or losses capital gains or losses n. particularly when calculating the tax liability of an individual or business, this is the difference between the original cost plus the cost of capital improvements, excluding maintenance, called "basis" and the sales price. ). The prior year period is presented on a pro forma basis and includes adjustments for the actual dollar value impact that the December 31, 2004, balance sheet PGAAP adjustments had on the second quarter 2005 statements of operations. This variance The discrepancy between what a party to a lawsuit alleges will be proved in pleadings and what the party actually proves at trial.

In Zoning law, an official permit to use property in a manner that departs from the way in which other property in the same locality
 discussion corresponds to the pro forma segment results tables that are attached, which also include the six month year-to-date results for both years (2004 presented on a pro forma basis)

Worksite Insurance

The legacy worksite insurance business of Kanawha has historically included life and health insurance products that are marketed primarily to smaller employers and their employees in 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.
 United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Products include life, disability, dental dental /den·tal/ (den´t'l) pertaining to a tooth or teeth.

den·tal
adj.
1. Of, relating to, or for the teeth.

2. Of, relating to, or intended for dentistry.
, indemnity Recompense for loss, damage, or injuries; restitution or reimbursement.

An indemnity contract arises when one individual takes on the obligation to pay for any loss or damage that has been or might be incurred by another individual.
 health and critical illness insurance Critical illness insurance or critical illness cover is a contract, invented by Dr Marius Barnard[1], where an insurer makes a lump sum cash payment if the policyholder is diagnosed with one of the critical illnesses listed on the insurance policy and survives a  sold on a payroll payroll

a list of employees, their salary rates, tax deductions, amounts paid, payroll tax, long service leave entitlements.
 deduction deduction, in logic, form of inference such that the conclusion must be true if the premises are true. For example, if we know that all men have two legs and that John is a man, it is then logical to deduce that John has two legs.  basis. The new sales distribution channel currently being established at KMG America is focusing on larger employer groups employer group Association of employers Managed care An entity with a current group benefits agreement in effect with a health plan to provide covered health care services to its employee-subscribers and eligible dependents.  on a nationwide basis and will offer a much broader product mix than the legacy worksite channel. The worksite segment also currently includes certain other individual life and health insurance products that were sold directly to individuals through Kanawha's legacy distribution channels.

The worksite insurance segment reported pretax operating income of $0.1 million in both the first and second quarters of 2005, with increased premiums and lower policyholder Policyholder

An individual who owns an insurance policy.
 benefits in the second quarter largely offsetting increased expenses attributed to the new KMG America activity. Second quarter pretax operating income was down $0.6 million compared to the pro forma second quarter 2004 pretax operating income of $0.7 million due largely to $1.7 million of expenses incurred in the second quarter of 2005 related to new KMG America activity that did not exist in 2004. Partially offsetting these higher expenses were increased premiums of $0.9 million from improved sales results in Kanawha's legacy distribution channel. The benefit ratio in the second quarter of 2005 was 70.9%, an improvement from 74.3% in the first quarter of 2005, and 75.3% (pro forma basis) in the second quarter of 2004, reflecting in part the generally favorable impact of increased new business on the overall benefit ratio, as well as favorable claims experience. New business typically has much lower benefit ratios than an aging in force block of business, due to level premiums payable over the life of these long term products.

Senior Market Insurance

The senior market insurance segment includes long term care insurance products marketed directly to individual customers by independent agents primarily in the southeastern United States. On June 3, 2005, KMG America announced its decision to sell or otherwise dispose of dis·pose  
v. dis·posed, dis·pos·ing, dis·pos·es

v.tr.
1. To place or set in a particular order; arrange.

2.
 its in-house In-house

In the context of general equities, keeping an activity within the firm. For example, rather than go to the marketplace and sell a security for a client to anyone, an attempt is made to find a buyer to complete the transaction with the firm.
 agency that distributes senior market insurance products. The disposition Act of disposing; transferring to the care or possession of another. The parting with, alienation of, or giving up of property. The final settlement of a matter and, with reference to decisions announced by a court, a judge's ruling is commonly referred to as disposition, regardless of  is expected to be completed by the end of 2005. KMG expects to cease underwriting new long term insurance business at some point soon after the disposition of the agency is completed. The Company expects to retain and actively manage its existing block of in-force 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.
 policies, which is currently represented by approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 $42 million of annualized annualized

Of or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared.
 premium revenue and $120 million of benefit reserves.

The senior market insurance segment reported pretax operating income of $1.0 million in the second quarter of 2005, a slight improvement compared to first quarter 2005 pretax operating income of $0.9 million, with higher premiums and investment income combined with lower expenses largely offset by higher policyholder benefits. Compared to the second quarter of 2004 on a pro forma basis, second quarter 2005 income was down $0.9 million due primarily to higher policyholder benefits. The benefit ratio in the second quarter of 2005 was 82.5%, up from 78.7% in the first quarter of 2005, and also up from 74.7% (pro forma basis) in the second quarter of 2004. A portion of the benefit ratio increase is due to new claims, but a portion is due to the natural aging of the book of policies in force. The steady decline of sales of new long term care policies in recent years has resulted in a corresponding increase in benefit ratios because of the level premium effect noted above in the worksite segment discussion. The decision to cease writing new long-term care business at some point after the sale or other disposition of the agency is completed will likely accelerate the rise in benefit ratios. However, the impact on benefit ratios resulting from already approved and expected future premium rate increases on the existing business will likely offset some of this effect.

Other income increased by $0.2 million in the second quarter of 2005 compared to second quarter of 2004 due to increased 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.  expense allowances on higher renewal premiums.

Third Party Administration

KMG America's third party administration business provides a wide range of insurance product administration, claims handling, eligibility administration, call center and support services support services Psychology Non-health care-related ancillary services–eg, transportation, financial aid, support groups, homemaker services, respite services, and other services , primarily for the insurance products offered by our worksite insurance, acquired segment and senior market businesses. It also provides administrative and managed care services to third parties. The operating results for this segment reflect the third party activity only.

The third party administration segment reported pretax operating income of $0.3 million in the second quarter of 2005, compared to pretax operating income of $0.3 million in the first quarter of 2005 and $0.4 million in the second quarter of 2004. While both fee income and expenses were higher in the second quarter of 2005 than in the comparable prior year period, expense growth in the second quarter of 2005 modestly outpaced the growth in fee income resulting in a slight decrease in pre-tax pre-tax adjanterior al impuesto

pre-tax adjavant impôt(s)

pre-tax adjal lordo d'imposta 
 operating income.

Acquired Business

Kanawha acquired over time, through assumption and indemnity reinsurance transactions, a number of closed blocks of life and health insurance business.

The acquired business segment reported pretax operating income of $1.1 million in the second quarter of 2005, even with the first quarter of 2005, and favorable by $0.4 million compared to pro forma second quarter 2004. The improvement compared to the second quarter of 2004 is due primarily to improved claims experience in certain acquired life and individual health treaties. The benefit ratio improved to 122.4% in second quarter of 2005, compared to 127.4% in the first quarter of 2005, and 188.3% (pro forma) for the second quarter of 2004. Benefit ratios in the acquired segment are high because a majority of the business is in a paid up status. The benefit ratios in both quarters in 2005 reflect actual claims experience somewhat better than expected claims, while the benefit ratio in 2004 reflects claims experience somewhat worse than expectations. Investment income for the second quarter of 2005 was $1.9 million, down from $2.1 million in the first quarter of 2005 and $2.3 million (pro forma) for the second quarter 2004.

Corporate and Other

This segment includes investment income earned on the investment portfolio allocated to capital and surplus, as well as all realized investment capital gains and losses which are not allocated by line of business. This segment also includes marketing allowances, commissions and related expenses pertaining per·tain  
intr.v. per·tained, per·tain·ing, per·tains
1. To have reference; relate: evidence that pertains to the accident.

2.
 to product sales for other insurance carriers, which are currently not significant. More importantly, this segment includes, in 2005, certain holding company and corporate management compensation and other expenses related to the establishment of KMG America as a new public company. In addition, this segment includes certain unallocated expenses, primarily deferred compensation and incentive

compensation costs, and other unallocated items.

The corporate and other segment reported a second quarter 2005 pretax operating loss of $1.6 million, compared to a loss of $0.9 million in the first quarter of 2005 and income of $0.4 million in the second quarter 2004 pro forma results. As noted above, current year results were impacted by increased expenses related to the new KMG America activity of $2.3 million and $1.6 million in the second and first quarters of 2005, respectively. The expenses of Kanawha's legacy operations in the second quarter of 2005 were also up $0.4 million compared to the second quarter of 2004 due to increased incentive compensation expenses. Investment income in the second quarter of 2005 was higher by $0.6 million compared to the second quarter of 2004 (pro forma), due primarily to higher asset balances -- including the new capital raised in the initial public offering in December, 2004 -- partially offset by a decline in portfolio yields resulting from the continuing effect of the lower interest rate environment.

SECOND QUARTER 2005 EARNINGS CONFERENCE CALL

KMG America will hold a conference call on Monday Monday: see week. , August 15, at 10:00 a.m. Eastern Time to discuss its second quarter 2005 results. This call is being webcast by Thomson/CCBN and can be accessed from KMG America's website, www.kmgamerica.com. Please click on "Analyst/Investor" and there will be a link on the top right for the Q2 Conference Call. Please register approximately 5 minutes prior to the call. A rebroadcast will be available after noon on August 15 and may be accessed using the same instructions. The webcast is also being distributed through the Thomson StreetEvents Network to both institutional and individual investors. Individual investors can listen to the call at www.fulldisclosure.com, Thomson/CCBN's individual investor portal, powered by StreetEvents. 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.
 can access the call via Thomson's password-protected event management site, StreetEvents (www.streetevents.com).

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 three and six month periods ended June 30, 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 three month periods ended June 30, 2005, and March 31, 2005 and KMG America's financial position as of December 31, 2004, and June 30, 2005, have been adjusted for PGAAP adjustments reflecting the Kanawha acquisition. Pro forma statements Pro forma statement

A financial statement showing the forecast or projected operating results and balance sheet, as in pro forma income statements, balance sheets, and statements of cash flows.
 of income for 2004 are presented that adjust the statements of income for the three and six month periods ended June 30, 2004, for the actual dollar value impact that the December 31, 2004, balance sheet PGAAP adjustments had on the statements of income for the three and six month periods ended June 30, 2005, to allow for a more meaningful comparison of period-over-period results. A reconciliation of pro forma net income back to GAAP net income is provided in the attached tables.

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), net of income taxes, and excluding 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 three and six month periods ended June 30, 2004 for the actual dollar value impact that the December 31, 2004, balance sheet PGAAP adjustments had on the second quarter of 2005 and six months ended June 30, 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 relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the Kanawha acquisition have been incorporated in KMG America's financial statements for the three and six month periods ending June 30, 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 and Predecessor
       Consolidated Statements of Income (GAAP basis, unaudited)
                  (in thousands, except percentages)

                          KMG                       KMG
                        America       Predecessor America  Predecessor
                    ----------------- ----------- -------- -----------
                            Quarter Ended           Six Months Ended
                    ----------------------------- --------------------
                    June 30, March 31, June 30,   June 30,   June 30,
                      2005     2005      2004       2005       2004
                    -------- --------- ---------- -------- -----------

 Insurance premiums $ 26,817 $ 26,198   $ 26,649  $ 53,014   $ 51,987
 Net investment
  income (1)           6,801    6,653      6,931    13,454     12,321
 Commission and fee
  income               3,671    3,568      3,484     7,239      6,836
 Realized investment
  gains                   18       27      1,513        46      1,728
 Other income            978      792        710     1,770      1,457
                     -------- --------   --------  --------   --------
   Total revenues     38,285   37,238     39,287    75,523     74,329

 Policyholder
  benefits            20,646   20,430     24,007    41,076     46,547
 Insurance
  commissions, net
  of deferrals         2,376    2,666      2,434     5,042      4,779
 Expenses, taxes,
  fees and
  depreciation:
   Kanawha legacy      9,077    9,030      8,229    18,107     16,157
   KMG America
    (KMGA) new
    activity           4,027    2,446          -     6,473          -
 Amortization of DAC
  and VOBA (2)         1,215    1,085      2,265     2,300      4,356
                     -------- --------   --------  --------   --------
   Total benefits
    and expenses      37,341   35,657     36,935    72,998     71,839

 Income before
  income taxes           944    1,581      2,352     2,525      2,490
 (Provision) for
  income taxes          (231)    (561)      (719)     (792)      (766)
                     -------- --------   --------  --------   --------
   Net income       $    713 $  1,020   $  1,633  $  1,733   $  1,724
                     ============================  ========   ========

 Operating income
  (3)               $    701 $  1,002   $    650  $  1,703   $  1,610
 Operating income
  excl. KMGA new
  expenses          $  3,319 $  2,592   $    650  $  5,911   $  1,610

 Benefit ratio (4)      77.0%    78.0%      90.1%     77.5%      89.5%

Average portfolio
 yield (5)              4.69%    4.60%      5.85%     4.64%      5.90%

Average invested
 assets             $552,052 $499,265   $465,409  $513,928   $461,612
Average cash and
 equivalents          28,511   79,664      8,505    66,246      8,677
                     -------- --------   --------  --------   --------
  Total average cash
   and invested
   assets           $580,562 $578,930   $473,913  $580,174   $470,289


(1) Net investment income for the six months ended June 30, 2004,
    included a one-time expense in March 2004, for a $1.6 million
    incentive payment to one of Kanawha's outside investment managers
    at the conclusion of the contract period.
(2) DAC: Deferred Acquisition Costs; VOBA: Value of Business Acquired.
(3) Operating income is defined as net income excluding realized
    investment gains (losses), net of income taxes, and excluding
    non-recurring items, net of income taxes, which, for the six
    months ended June 30, 2004, included the one-time $1.0 million,
    net of tax, incentive payment identified in footnote 1.
(4) Benefit ratio is defined as policyholder benefits (equal to
    incurred claims plus increases in policyholder active life
    reserves) divided by net premiums.
(5) Average portfolio yield is defined as net investment income
    divided by average invested assets plus average cash and
    equivalents. Note that the six months ended June 30, 2004 average
    portfolio yield excludes the impact of the one-time pretax $1.6
    million incentive payment identified in note 1.


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


                                           June 30,    December 31,
                                             2005         2004     (1)
                                       -------------- -------------
                                         (Unaudited)
Assets:
   Cash and cash equivalents                $ 15,092      $117,400
   Investments                               574,236       461,141
                                             --------      --------
     Total cash and investments              589,328       578,541
   Accrued investment income                   5,805         4,912
   DAC                                         6,357             -
   VOBA                                       73,101        74,481
   Other assets (2)                          114,939       112,117
                                             --------      --------
     Total assets                           $789,530      $770,051
                                             ========      ========

 Liabilities and shareholders' equity:
   Total policy and contract
    liabilities                             $537,593      $530,915
   Deferred income taxes                      12,230         6,502
   Other liabilities (3)                      45,296        44,846
                                             --------      --------
     Total liabilities                       595,119       582,263
   Total shareholders' equity                194,411       187,788
                                             --------      --------
   Total liabilities and shareholders'
    equity                                  $789,530      $770,051
                                             ========      ========

 Book value per share: (4)
   Basic                                    $   8.81      $   8.51
   Diluted                                  $   8.79      $   8.44

 Book value per share: (excl FAS 115) (5)
   Basic                                    $   8.59      $   8.51
   Diluted                                  $   8.57      $   8.44

 Ending shares outstanding:
   Basic                                      22,072        22,072
   Diluted (6)                                22,106        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 million subordinated note 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 shares issued to the
    founders prior to the IPO.
(5) The book values are recalculated excluding $4.9 million of
    unrealized capital gains on June 30, 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                        KMG
                     America     Predecessor    America  Predecessor
                  -------------- ------------  --------- -------------
                        Quarter Ended            Six Months Ended
                  --------------------------   -----------------------
                  June 30, March 31, June 30,   June 30,   June 30,
                    2005     2005      2004       2005       2004
                  ----------------------------------------------------
                                   (Pro Forma)           (Pro Forma)
 Insurance
  premiums        $26,817 $26,198 $   26,649    $53,014 $   51,987
 Net investment
  income            6,801   6,653      6,463     13,454     11,385
 Commissions and
  fee income        3,671   3,568      3,484      7,239      6,836
 Realized
  investment gains     18      27      1,513         46      1,728
 Other income         978     792        710      1,770      1,457
                   ------- ------- ----------    ------- ----------
   Total revenues  38,285  37,238     38,819     75,523     73,393

 Policyholder
  benefits         20,646  20,430     21,270     41,076     41,180
 Insurance
  commissions, net
  of deferrals      2,376   2,666      2,434      5,042      4,779
 Expenses, taxes,
  fees and
  depreciation:
   Kanawha legacy   9,077   9,030      8,372     18,107     16,443
   KMG America
    (KMGA) new
    activity        4,027   2,446          -      6,473          -
 Amortization of
  DAC & VOBA        1,215   1,085      1,150      2,300      2,030
                   ------- ------- ----------    ------- ----------
   Total benefits
    and expenses   37,341  35,657     33,226     72,998     64,432

 Income before
  income taxes        944   1,581      5,593      2,525      8,961
 (Provision) for
  income taxes       (231)   (561)    (1,853)      (792)    (3,031)
                   ------- ------- ----------    ------- ----------
   Net income     $   713 $ 1,020 $    3,740    $ 1,733 $    5,930
                   ==========================    ==================

 Net income per
  share:
   Basic          $  0.03 $  0.05 $     0.17    $  0.08 $     0.27
   Diluted        $  0.03 $  0.05 $     0.17    $  0.08 $     0.27

 Operating income
  (loss): (1)
   Worksite
    insurance
    business      $    77 $    95 $      430    $   530 $    1,481
   Senior market
    insurance         652     602      1,269      1,254      2,231
   Third party
    administration
    business          209     181        240        390        508
   Acquired
    business          729     729        442      1,457      1,008
   Corporate and
    other            (965)   (604)       375     (1,928)       589
                   ------- ------- ----------    ------- ----------
    Total
     operating
     income       $   701 $ 1,002 $    2,756    $ 1,703 $    5,816
    Total
     excluding
     KMGA new
     expenses     $ 3,319 $ 2,592 $    2,756    $ 5,911 $    5,816

 Operating income
  per share:
   Basic          $  0.03 $  0.05 $     0.12    $  0.08 $     0.26
   Diluted        $  0.03 $  0.05 $     0.12    $  0.08 $     0.26
   Diluted - excl.
    KMGA new
    expenses      $  0.15 $  0.12 $     0.12    $  0.27 $     0.26

 Weighted-average shares
  outstanding:
   Basic           22,072  22,072     22,072 (2) 22,072     22,072 (2)
   Diluted         22,072  22,156     22,072 (2) 22,106     22,106 (2)

Benefit ratio        77.0%   78.0%      79.8%      77.5%      79.2%

Average portfolio
 yield (3)           4.69%   4.60%      5.46%      4.64%      5.50%


(1) Operating income is defined as net income excluding realized
    investment gains (losses), net of income taxes, and excluding
    non-recurring items, net of income taxes, which, for the six
    months ended June 30, 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 six months ended June
    30, 2004 assume the same number of shares outstanding as the three
    months and six months ended June 30, 2005, respectively.
(3) Average portfolio yield is defined as net investment income
    divided by average invested assets plus average cash and
    equivalents. Note that six 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 three and six months ended June 30, 2004 for
the actual dollar impact that the December 31, 2004, balance sheet
PGAAP adjustments had on the income statements for the three and six
months ended June 30, 2005, respectively. Pretax operating income
excludes realized investment gains and non-recurring items, such as
the one-time $1.6 million incentive payment to one of Kanawha's
outside investment managers in March, 2004.

                          KMG                       KMG
                        America       Predecessor America  Predecessor
                    ----------------- ----------- -------- -----------
                            Quarter Ended           Six Months Ended
                    ----------------------------- --------------------
                    June 30, March 31, June 30,   June 30,  June 30,
                       2005     2005      2004       2005      2004
                    ----------------------------- --------------------
Worksite insurance                   (Pro Forma)          (Pro Forma)
 business:
  Insurance
   premiums         $ 15,028 $ 14,658   $ 14,173  $ 29,686   $ 28,198
  Net investment
   income              1,603    1,782      1,600     3,385      3,310
  Commissions and
   fee income              -        -          -         -          -
  Realized
   investment gains        -        -          -         -          -
  Other income            40       49         34        90        164
                     -------- --------   --------  --------   --------
    Total revenues    16,671   16,489     15,807    33,161     31,672
  Policyholder
   benefits           10,661   10,890     10,671    21,551     21,260
  Insurance
   commissions, net
   of deferrals          801    1,078        946     1,879      1,819
  Expenses, taxes,
   fees and
   depreciation
  - Kanawha legacy     2,503    2,695      2,332     4,648      4,629
  - KMG America
   (KMGA) new
   activity            1,694      860          -     2,554          -
  Amortization of
   DAC and VOBA          894      820      1,196     1,714      1,686
                     -------- --------   --------  --------   --------
    Total benefits
     and expenses     16,553   16,343     15,145    32,346     29,394
                     -------- --------   --------  --------   --------
  Income before
   income taxes     $    118 $    146   $    662  $    815   $  2,278
                     ============================  ===================

  Income before
   income taxes
       excluding
        KMGA new
        expenses    $  1,812 $  1,006   $    662  $  3,369   $  2,278
                     ============================  ===================

Total assets        $167,166 $168,714   $151,757  $167,166   $151,757
                     ============================  ===================

Senior market
 insurance
 business:
  Insurance
   premiums         $ 11,128 $ 10,601   $ 11,350  $ 21,729     21,673
  Net investment
   income              1,137    1,012      1,040     2,149      1,770
  Commissions and
   fee income              -        -          -         -          -
  Realized
   investment gains        -        -          -         -          -
  Other income           799      657        556     1,456      1,051
                     -------- --------   --------  --------   --------
    Total revenues    13,064   12,270     12,946    25,334     24,494
  Policyholder
   benefits            9,176    8,345      8,480    17,521     16,259
  Insurance
   commissions, net
   of deferrals        1,472    1,489      1,379     2,961      2,744
  Expenses, taxes,
   fees and
   depreciation          987    1,139      1,053     2,127      1,597
  Amortization of
   DAC and VOBA          426      371         82       796        461
                     -------- --------   --------  --------   --------
    Total benefits
     and expenses     12,061   11,344     10,994    23,405     21,061
                     -------- --------   --------  --------   --------
  Income before
   income taxes     $  1,003 $    926   $  1,952  $  1,929   $  3,433
                     ============================  ===================

Total assets        $177,147 $168,486   $134,310  $177,147   $134,310
                     ============================  ===================


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

                          KMG                        KMG
                        America       Predecessor  America Predecessor
                    ----------------- ----------- -------- -----------
                            Quarter Ended           Six Months Ended
                    ----------------------------- --------------------
                    June 30, March 31, June 30,    June 30,  June 30,
                      2005     2005      2004        2005      2004
                    ----------------------------- --------------------
Third party                           (Pro Forma)          (Pro Forma)
 administration
 business:
  Insurance
   premiums         $      - $      -   $      -  $      -   $      -
  Net investment
   income                  -        -          -         -          -
  Commissions and
   fee income          3,583    3,483      3,453     7,066      6,799
  Realized
   investment gains        -        -          -         -          -
  Other income             -        1          -         1          1
                     -------- --------   --------  --------   --------
    Total revenues     3,583    3,484      3,453     7,067      6,800
  Policyholder
   benefits                -        -          -         -          -
  Insurance
   commissions, net
   of deferrals            -        -          -         -          -
  Expenses, taxes,
   fees and
   depreciation        3,261    3,206      3,084     6,467      6,019
  Amortization of
   DAC and VOBA            -        -          -         -          -
                     -------- --------   --------  --------   --------
    Total benefits
     and expenses      3,261    3,206      3,084     6,467      6,019
                     -------- --------   --------  --------   --------
  Income before
   income taxes     $    322 $    278   $    369  $    600   $    781
                     ============================  ===================

Total assets        $  8,304 $  8,406   $  7,232  $  8,304   $  7,232
                     ============================  ===================

Acquired business:
  Insurance
   premiums         $    661 $    938   $  1,125  $  1,599   $  2,115
  Net investment
   income              1,916    2,063      2,305     3,979      4,506
  Commissions and
   fee income              -        -          -         -          -
  Realized
   investment gains        -        -          -         -          -
  Other income            18       13         25        31         50
                     -------- --------   --------  --------   --------
    Total revenues     2,595    3,014      3,455     5,609      6,671
  Policyholder
   benefits              809    1,195      2,118     2,004      3,660
  Insurance
   commissions, net
   of deferrals          103       99        111       202        218
  Expenses, taxes,
   fees and
   depreciation          667      704        674     1,371      1,360
  Amortization of
   DAC and VOBA         (105)    (105)      (128)     (210)      (117)
                     -------- --------   --------  --------   --------
    Total benefits
     and expenses      1,474    1,893      2,775     3,367      5,121
                     -------- --------   --------  --------   --------
  Income before
   income taxes     $  1,121 $  1,121   $    680  $  2,242   $  1,550
                     ============================  ===================

Total assets        $209,610 $212,188   $201,198  $209,610   $201,198
                     ============================  ===================

Corporate & other:
  Insurance
   premiums         $      - $      -   $      -  $      -   $      -
  Net investment
   income              2,145    1,797      1,519     3,942      3,352
  Commissions and
   fee income             88       85         31       173         37
  Realized
   investment gains        -        -          -         -          -
  Other income           121       71         95       192        190
                     -------- --------   --------  --------   --------
    Total revenues     2,354    1,953      1,645     4,307      3,579
  Policyholder
   benefits                -        -          -         -          -
  Insurance
   commissions, net
   of deferrals            -        -          -         -          -
  Expenses, taxes,
   fees and
   depreciation
  - Kanawha legacy     1,659    1,284      1,228     2,943      2,836
  - KMG America
   (KMGA) new
   activity            2,333    1,586          -     3,919          -
  Amortization of
   DAC and VOBA            -        -          -         -          -
                     -------- --------   --------  --------   --------
    Total benefits
     and expenses      3,992    2,870      1,228     6,862      2,836
                     -------- --------   --------  --------   --------
  Income (loss)
   before income
   taxes            $ (1,638)$   (917)  $    417  $ (2,555)  $    743
                     ============================  ===================
  Income before
   income taxes
       excluding
        KMGA new
        expenses    $    695 $    669   $    417  $  1,364   $    743
                     ============================  ===================

                     ============================  ===================
Total assets        $227,294 $210,366   $195,953  $227,294   $195,953
                     ============================  ===================


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



                               KMG                   KMG
                             America  Predecessor  America Predecessor
                        ------------- ----------- -------- -----------
                              Quarter Ended         Six Months Ended
                        ------------------------- --------------------
                        June 30, March 31, June 30, June 30,  June 30,
                           2005    2005      2004     2005      2004
                        ----------------------------------------------
Net income as reported  $   713 $ 1,020  $  1,633   $1,733    $ 1,724

Restatement to purchase
 accounting: (1)
  Adjustment to
   investment income (2)      -       -      (468)       -       (936)
  Adjustment to change
   in benefit reserves (3)    -       -     2,737        -      5,367
  Amortization of other
   intangible assets (4)      -       -      (143)       -       (286)
  Amortization of DAC
   and VOBA (5)               -       -     1,115        -      2,326
  Taxes on the above          -       -    (1,134)       -     (2,265)
                         ------- -------  --------   ------    -------

Net income - pro forma  $   713 $ 1,020  $  3,740   $1,733    $ 5,930
                         ========================    =================


(1) Adjustment of statements of income for the three and six month
    periods ended June 30, 2004, for the actual dollar value impact
    that the December 31, 2004, balance sheet PGAAP adjustments had on
    the statements of income for the three and six month periods ended
    June 30, 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.


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

                             Worksite Insurance     Senior Insurance
                                  Segment               Segment
                            -------------------- ---------------------
                             Quarter  Six Months   Quarter  Six Months
                              Ended      Ended      Ended      Ended
                             June 30,   June 30,   June 30,   June 30,
                               2004       2004       2004       2004
                            -------------------- ---------------------
Pretax income as reported     $(1,034)  $(1,397) $     805   $  1,392

Restatement to Purchase
 Accounting: (1)
  Adjustment to investment
   income (2)                     306       612        (52)      (104)
  Adjustment to change in
   benefit reserves (3)           933     1,874      1,315      2,460
  Amortization of DAC and
   VOBA (5)                       457     1,189       (116)      (315)
                               -------   -------  ---------   --------

Pretax operating income -
 pro forma                    $   662   $ 2,278  $   1,952   $  3,433
                               ================= =====================



                             Acquired Insurance   Corporate and Other
                                   Segment              Segment
                            -------------------- ---------------------
                             Quarter  Six Months   Quarter  Six Months
                              Ended      Ended      Ended      Ended
                             June 30,   June 30,   June 30,   June 30,
                               2004       2004       2004       2004
                            -------------------- ---------------------

Pretax income as reported     $  (572)  $  (913) $   2,783   $  2,627

Adjust for realized
 investment gains                                $  (1,512)  $ (1,728)
Adjust for one-time
 incentive payment                                           $  1,552

Restatement to Purchase
 Accounting: (1)
  Adjustment to investment
   income (2)                     (11)      (22)      (711)    (1,422)
  Adjustment to change in
   benefit reserves (3)           489     1,033          -          -
  Amortization of other
   intangible assets (4)                              (143)      (286)
  Amortization of DAC and
   VOBA (5)                       774     1,452          -          -
                               -------   -------  ---------   --------

Pretax operating income -
 pro forma                    $   680   $ 1,550  $     417   $    743
                               ================= =====================


(1) Adjustment of statements of income for the three and six month
    periods ended June 30, 2004, for the actual dollar value impact
    that the December 31, 2004, balance sheet PGAAP adjustments had on
    the statements of income for the three and six month periods ended
    June 30, 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.


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

                                   KMG      Purchase 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                     KMG
                           America    Predecessor  America Predecessor
                         ------------ ----------- -------- -----------
                               Quarter Ended        Six Months Ended
                         ------------------------ --------------------
                           June  March      June     June       June
                            30,    31,       30,      30,        30,
                           2005   2005      2004     2005       2004
                         ------------------------ --------------------
Sales - issued and paid for annualized premiums:

Worksite insurance segment - Kanawha Legacy
  Life                   $  677 $  619     $  606   $1,296     $1,043
  Cancer                    430    508        618      938      1,185
  Disability income         933  1,311      1,196    2,244      2,145
  Other A&H                 315    659        268      974        592
                          ------ ------     ------   ------     ------
    Total worksite -
     Kanawha Legacy       2,355  3,097      2,688    5,452      4,965

Worksite insurance segment - KMG America (KMGA) New Activity
Core Group Products:
  Life                   $    - $    -     $    -   $    -     $    -
  Stop loss               1,128      -          -    1,128          -
  Disability income           -      -          -        -          -
  Other A&H                   -      -          -        -          -
Voluntary Benefit
 Products:
  Life                        9      -                   9
  Cancer                     80      -          -       80          -
  Disability income         591      -          -      591          -
  Other A&H                   1      -          -        1          -
                          ------ ------     ------   ------     ------
    Total worksite - KMGA
     New Activity         1,809      -          -    1,809          -

Senior market insurance
 segment
  Long term care            549    447      1,083      996      2,416
                          ------ ------     ------   ------     ------
    Total senior market
     insurance              549    447      1,083      996      2,416

  Total sales            $4,713 $3,544     $3,771   $8,257     $7,381
                          =======================   =================

                               Quarter Ended        Six Months Ended
                         ------------------------- -------------------
                           June  March       June     June       June
                            30,    31,        30,      30,        30,
                           2005   2005       2004     2005       2004
                         ------------------------- -------------------
Pro forma benefit ratios: (1)
  Worksite insurance       70.9%  74.3%      75.3%    72.6%      75.4%
  Senior market insurance  82.5%  78.7%      74.7%    80.6%      75.0%
  Acquired business       122.4% 127.4%     188.3%   125.3%     173.0%
    Total company          77.0%  78.0%      79.8%    77.5%      79.2%


(1) benefit ratio is defined as total policyholder benefits divided by
    total net premiums and are all stated on a pro forma basis.
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