SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): April 17, 2003
FINANCIAL INDUSTRIES CORPORATION
(Exact name of Registrant as specified in charter)
Texas 0-4690 74-2126975
(State or other juris- (Commission file (I.R.S. employer
diction of incorporation number) identification no.)
6500 River Place Blvd., Building One
Austin, Texas 78730
(Address of principal executive offices)
Registrant's telephone number, including area code: (512) 404-5000
__________________________________
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is included with this Report:
Exhibit 99 Press release dated April 17, 2003 issued by Financial
Industries Corporation (the "Registrant")
Item 9. REGULATION FD DISCLOSURE
The following information is furnished pursuant to Item 9, "Regulation FD
Disclosure" and Item 12, "Disclosure of Results of Operations and Financial
Condition."
On April 17, 2003, the Registrant issued a press release announcing the
Registrant's financial results for the year ended December 31, 2002 and restated
financial results for the years ended December 31, 2001 and 2000. A copy of the
Registrant's press release is attached hereto as Exhibit 99.1 and hereby
incorporated by reference. The information in this Form 8-K is being furnished
under Item 9 and Item 12 and shall not be deemed to be "filed" for the purposes
of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act"),
or otherwise subject to the liabilities of such section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FINANCIAL INDUSTRIES CORPORATION
Date: April 21, 2003
By: /s/ Eugene E. Payne
_________________________
Eugene E. Payne
Chief Executive Officer
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Exhibit 99.1
(BW) (Financial Industries Corporation) (FNIN) FINANCIAL INDUSTRIES CORPORATION
ANNOUNCES 2002 RESULTS AND RESTATEMENTS OF PRIOR YEAR END RESULTS
AUSTIN, Texas -- (BUSINESS WIRE) -- April 17, 2003 -- Financial Industries
Corporation ("FIC" or the "Company") (Nasdaq: FNIN) today reported net income
for the year ended December 31, 2002 of $5.3 million (basic and diluted earnings
of $0.56 per common share) on revenues of $118.7 million as compared to restated
net income of $9.8 million ($1.25 basic and $1.24 on a diluted basis per common
share) on restated revenues of $98.2 million for the same period in 2001 and
restated net income of $7.4 million ($1.47 basic and $1.44 diluted basis per
common share) on restated revenues of $44.4 million for the same period in 2000.
Before the cumulative effect of a change in accounting principle, the net loss
for the year ended December 31, 2002 was $5.1 million (basic and diluted
earnings of ($0.53) per common share).
For the three-month period ended December 31, 2002, FIC's net income was ($5.8)
million (basic and diluted earnings of ($0.60) per common share) on revenues of
$26.0 million as compared to the restated net income of $2.4 million (basic and
diluted earnings of $0.25 per common share) on restated total revenues of $31.9
million in the last three months of 2001.
Earnings per share for the year ended December 31, 2002 were affected by the
increase in the number of FIC's common shares outstanding due to the May 18,
2001 merger (the "Merger") between FIC and InterContinental Life Corporation
("ILCO"). Prior to the Merger, FIC owned approximately 48% of ILCO. As of
December 31, 2002, the number of FIC's weighted average common shares
outstanding was 9,555,000, as compared to weighted average shares outstanding of
7,898,000 as of December 31, 2001. The December 31, 2001 average weighted shares
outstanding takes into account the fact that additional shares were issued on
May 18, 2001 due to the Merger and were outstanding only for the period from May
18, 2001 to December 31, 2001. Additionally, net income and earnings per share
were affected by the cumulative effect of a change in accounting principle of
$10.7 million. This amount represents the excess of fair value of net assets
acquired over cost as of the beginning of 2002 related to the Merger. In the
Company's filings for the quarters ended March 31, 2002, June 30, 2002 and
September 30, 2002, the company reported a cumulative effect of a change in
accounting principle of $15.7 million. Due to the restatements for the years
ended prior to January 1, 2002, the Company has restated the amount of the
excess of fair value of net assets over acquired cost to $10.7 million. The
Company recorded this cumulative effect in conjunction with adopting Statement
of Financial Accounting Standards No. 141 (FAS 141), "Business Combinations", in
the first quarter of 2002, as required by FAS 141.
Earnings per share have been calculated in accordance with FAS No.128, which
requires that earnings per share be presented on both a basic and diluted basis.
Diluted earnings per share reflect the potential dilution that could occur if
securities or other contracts to issue common stock were converted or exercised.
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FIC also announces that it has restated its financial results for the years
ended December 31, 2001 and December 31, 2000. In the fourth quarter of 2002,
the Company identified uncollectible agent balance receivables of $3.2 million
and, upon investigation, determined that $799,000 of the uncollectible amounts
arose during 2002 and the balance arose during years prior to 2002. The Company
extended its investigation to determine the years affected and expanded the
scope of its review to include other areas, including certain adjustments that
were deemed not material in prior years. As a result of the review, the restated
results for the applicable filing periods differ from those reported.
12-Mos (ending 12/31) 2002 2001 2000
(Restated) (Restated)
Net income $ 5,342,000 $9,777,000 $ 7,436,000
Cumulative effect of change
in accounting principle $10,429,000 $ 0 $ 0
Net (loss) income before
cumulative effect of change
in accounting principle ($ 5,087,000) $ 9,777,000 $ 7,436,000
Revenues $118,715,000 $98,160,000 $44,418,000
Earnings Per Share (Basic)
Before cumulative effect of
change in accounting principle ($0.53) $1.25 $1.47
Cumulative effect of change in
accounting principle $1.09 $ 0 $ 0
Basic earnings per share $0.56 $1.25 $1.47
Earnings Per share (Diluted)
Before Cumulative effect of
change in accounting principle ($0.53) $1.24 $1.44
Cumulative effect of change in
accounting principle $1.09 $ 0 $ 0
Diluted earnings per share $0.56 $1.24 $1.44
Financial Industries Corporation, through its various subsidiaries, markets and
underwrites individual life insurance and annuity products. For more information
on FIC, go to on the Internet.
Contact: Bob Bender, Corporate Relations Officer, 512-404-5080,
bbender@ficgroup.com.
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