Business Context and Reporting Period
Citizens, Inc. filed a Form 8-K Current Report on February 27, 2009. The company is incorporated in Colorado and maintains its principal executive offices in Austin, Texas. This filing primarily reports the completion of a strategic acquisition and provides a schedule for upcoming financial disclosures.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or debt metrics for the company. The only specific financial figure disclosed is the transaction value of the recent acquisition.
- Acquisition Value: Approximately $9.7 million.
- Consideration: Shares of Citizens, Inc. Class A Common stock.
Material Changes
The material change reported is the completion of the acquisition of Integrity Capital Corporation (Integrity Capital). Integrity Capital is the parent of Integrity Capital Insurance Company, an Indiana life insurance company. The transaction was executed in exchange for equity rather than cash.
Guidance, Outlook, and Management Commentary
Management announced the following upcoming events and filings:
- Earnings Release: Fourth quarter 2008 earnings are scheduled for release on Thursday, March 12, 2009.
- Conference Call: A call to discuss financial results is scheduled for Friday, March 13, 2009, at 10:00 a.m. Central Standard Time.
- Form 10-K Filing: The company intends to file its Form 10-K for the year ended December 31, 2008, by Monday, March 16, 2009. This filing is contingent upon the completion of the 2008 audit by Ernst & Young, LLP.
The filing explicitly states that the information is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be incorporated by reference into any filing under the Securities Act of 1933 unless specifically identified.
Investor Verification Checklist
- Verify the final terms and integration status of the Integrity Capital Corporation acquisition.
- Review the upcoming Form 10-K (due March 16, 2009) for audited financial results and the impact of the acquisition on the balance sheet.
- Attend or review the transcript of the March 13, 2009 conference call for management commentary on the 2008 fiscal year.
- Confirm the completion of the audit by Ernst & Young, LLP as a prerequisite for the 10-K filing.