Amended Annual Report (10-k/a)
06 Marzo 2015 - 9:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2014 or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to ___________
Commission file number 1-33348
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KANSAS CITY LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
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Missouri
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44-0308260
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3520 Broadway, Kansas City, Missouri
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64111-2565
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on
which registered
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$1.25 par value common stock
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NASDAQ Capital Market LLC
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Securities registered pursuant to section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer x
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
At December 31, 2014, 10,825,205 shares of Kansas City Life Insurance Company's common stock par value $1.25 were outstanding, and the aggregate market value of the common stock (based upon the average of bid and ask price according to Company records) on June 30, 2014 of Kansas City Life Insurance Company held by non-affiliates was approximately $149,936,451.
Documents incorporated by reference: Portions of the registrant's definitive proxy statement relating to its 2015 annual meeting of shareholders (the “2015 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2015 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K of Kansas City Life Insurance Company (the “Company”) for the fiscal year ended December 31, 2014, initially filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2015 (the “Original Filing”), is being filed to correct certain typographical errors in the Original Filing. The consent of the independent registered public accounting firm in the Original Filing in Exhibit 23 inadvertently refers to the date of the report of the independent registered public accounting firm as February 25, 2015, and the certifications from the Company’s Chief Executive Officer and Chief Financial Officer filed as Exhibits 31 and 32 of the Original Filing inadvertently referred to February 27, 2014 rather than February 27, 2015.
This Amendment No. 1 is being filed solely to (i) correct the consent of the independent registered public accounting firm to state that the date of the report of the independent registered public accounting firm was February 27, 2015, and (ii) correct the dates of the certifications from the Company’s Chief Executive Officer and Chief Financial Officer filed as Exhibits 31 and 32.
In addition, pursuant to the rules of the SEC, Exhibit 23 is being filed in its entirety in this Amendment, however, the only change in Exhibit 23 from the Original Filing has been to correct the date of the report of the independent registered public accounting firm to February 27, 2015. Further, the certifications from the Company’s Chief Executive Officer and Chief Financial Officer filed as Exhibit 31 and 32 are being filed to reflect the filing date of this Amendment.
Except for the foregoing amended information, this Amendment does not alter or update any other information contained in the Original Filing. Therefore, this Amendment should be read together with other documents the Company has filed with the SEC subsequent to the Original Filing. Information in such reports and documents updates and supersedes certain information contained in the Original Filing.
PART IV
Item 15. Exhibits, Financial Statement Schedules
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Exhibit
Number:
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Basic Documents:
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23
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Consent of Independent Registered Public Accounting Firm.
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31(a)
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Section 302 Certification.
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31(b)
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Section 302 Certification.
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32(a)
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Section 1350 Certification.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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KANSAS CITY LIFE INSURANCE COMPANY
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By: /s/ David A. Laird
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David A. Laird
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Vice President and Controller
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(Principal Accounting Officer)
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Date: March 6, 2015
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Consent of Independent Registered Public Accounting Firm
The Board of Directors
Kansas City Life Insurance Company:
We consent to the incorporation by reference in the registration statements (No. 033-89984, No. 333-52290, No. 333-98805, and No. 333-165116) on Form N-4 of Kansas City Life Insurance Company and subsidiaries (the Company) of our report dated February 27, 2015, with respect to the consolidated balance sheets of the Company as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014, and all related financial statement schedules, and the effectiveness of internal control over financial reporting as of December 31, 2014, which report appears in the December 31, 2014 annual report on Form 10-K of Kansas City Life Insurance Company and subsidiaries.
As discussed in note 3 to the consolidated financial statements, effective December 31, 2014, the Company changed its method of accounting for certain investments in qualified affordable housing projects by electing to use the proportional amortization method for such investments due to the retrospective adoption of Financial Accounting Standards Board Accounting Standards Update (ASU) No. 2014-01, Accounting for Investments in Qualified Affordable Housing Projects.
/s/ KPMG LLP
Kansas City, Missouri
February 27, 2015
KANSAS CITY LIFE INSURANCE COMPANY
SECTION 302 CERTIFICATION
Year Ended 2014
I, R. Philip Bixby, President, Chief Executive Officer and Chairman of the Board of Kansas City Life Insurance Company, certify that:
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I have reviewed this annual report on Form 10-K of Kansas City Life Insurance Company;
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ R. Philip Bixby
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R. Philip Bixby
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President, Chief Executive Officer,
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and Chairman of the Board
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KANSAS CITY LIFE INSURANCE COMPANY
SECTION 302 CERTIFICATION
I, Tracy W. Knapp, Senior Vice President, Finance of Kansas City Life Insurance Company, certify that:
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I have reviewed this annual report on Form 10-K of Kansas City Life Insurance Company;
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Tracy W. Knapp
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Tracy W. Knapp
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Senior Vice President, Finance
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KANSAS CITY LIFE INSURANCE COMPANY
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Year Ended 2014
The undersigned certify that the registrant’s Form 10-K report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that information contained in the report fairly represents, in all material respects, the financial condition and results of operations of the registrant.
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President, Chief Executive Officer,
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/s/ Tracy W. Knapp
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Tracy W. Knapp
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Senior Vice President, Finance
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| Date:March 6, 2015 |
Grafico Azioni Kansas City Life Insurance (QX) (USOTC:KCLI)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Kansas City Life Insurance (QX) (USOTC:KCLI)
Storico
Da Giu 2023 a Giu 2024
