UICI Reports Operating Results (10-Q)

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Nov 12, 2010
UICI (UCI, Financial) filed Quarterly Report for the period ended 2010-09-30.

Uici has a market cap of $1.45 billion; its shares were traded at around $22.7 with a P/E ratio of 11.2. The dividend yield of Uici stocks is 1%.

Highlight of Business Operations:

The Company recognized $779,000 and $355,000 of expense for the three and nine months ended September 30, 2010, respectively, in connection with the ISOP. The liability for nonemployee participation in the ISOP increased $83,000 and decreased $9.2 million for the three and nine months ended September 30, 2010, respectively. Approximately, $6.9 million of the annual liability decrease is the result of vesting of awards and $1.2 million of the decrease is related to the transfer to paid in capital in connection with agents becoming employees. Paid in capital for employee awards under the ISOP increased $695,000 and $2.6 million for the three and nine months ended September 30, 2010, respectively.

Each of the Private Equity Investors provides to the Company ongoing monitoring, advisory and consulting services, for which the Company pays each of The Blackstone Group, Goldman Sachs Capital Partners and DLJ Merchant Banking Partners an annual monitoring fee. The annual monitoring fees are, in each case, subject to an upward adjustment in each year based on the ratio of the Companys consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) in such year to consolidated EBITDA in the prior year, provided that the aggregate monitoring fees paid to all advisors pursuant to the Transaction and Monitoring Fee Agreements in any year shall not exceed the greater of $15.0 million or 3% of consolidated EBITDA in such year. Of the aggregate annual monitoring fees of $15.0 million for 2010, the Company paid $12.5 million in January 2010, with $7.7 million paid to The Blackstone Group, $3.2 million paid to Goldman Sachs Capital Partners and $1.6 million paid to DLJ Merchant Banking Partners. The remaining balance of $2.5 million was paid on April 30, 2010, with $1.5 million paid to the Blackstone Group, $635,000 paid to Goldman Sachs Capital Partners and $317,000 paid to DLJ Merchant Banking Partners. The Company has expensed $11.3 million through September 30, 2010.

On April 20, 2007, the Companys Board of Directors approved a $10.0 million investment by Mid-West in Goldman Sachs Real Estate Partners, L.P., a commercial real estate fund managed by an affiliate of Goldman Sachs Capital Partners. The Company has committed such investment to be funded over a series of capital calls. During 2009, the amount of the Companys original commitment was reduced by $2.0 million, to $8.0 million. During the second quarter of 2010, the amount of the Companys commitments was reduced by an additional $1.6 million, to $6.4 million. During the nine months ended September 30, 2010, the Company funded capital calls totaling $1.2 million. As of September 30, 2010, the Company had made contributions totaling $4.8 million, and had a remaining commitment to Goldman Sachs Real Estate Partners, L.P. of $1.6 million.

On April 20, 2007, the Companys Board of Directors approved a $10.0 million investment by MEGA in Blackstone Strategic Alliance Fund L.P., a hedge fund of funds managed by an affiliate of The Blackstone Group. The Company has committed such investment to be funded over a series of capital calls. During the three and nine months ended September 30, 2010, the Company funded capital calls totaling $683,000 and $1.6 million, respectively. As of September 30, 2010, the Company had made contributions totaling $8.4 million; applied credits totaling $700,000; and had a remaining commitment to The Blackstone Strategic Alliance Fund L.P. of $900,000.

From time to time, the Company may obtain goods or services from parties in which the Private Equity Investors hold an equity interest. For example, in 2010 and 2009, the Company held several events at a hotel in which an affiliate of The Blackstone Group holds an equity interest. During the three and nine months ended September 30, 2010, in connection with these events, the Company paid the hotel approximately $421,000 and $2.5 million, respectively. During the three and nine months ended September 30, 2009, in connection with these events, the Company paid the hotel approximately $1.2 million and $3.8 million, respectively. Employees of the Company traveling on business may also, from time to time, receive goods or services from entities in which the Private Equity Investors hold an equity interest.

The Company estimates that the total pre-tax expense expected to be incurred in connection with this action will be approximately $2.4 million, consisting of approximately $700,000 in employee termination costs, approximately $350,000 related to the write-down of fixed assets and intangible assets, and approximately $1.4 million related to facility and operations termination costs. The Company has expensed $2.3 million related to the wind down with approximately $1.6 million expense recorded during the three months ended September 30, 2010.

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