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): August 13, 2003
FINANCIAL INDUSTRIES CORPORATION
(Exact name of Registrant as specified in charter)
Texas 0-4690 74-2126975
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) 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 99.1 Press release dated August 13, 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 August 13, 2003, the Registrant issued a press release announcing the
Registrant's financial results for the quarter ended June 30, 2003. 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.
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: August 13, 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 RESULTS FOR QUARTER ENDED JUNE 30, 2003
AUSTIN, Texas -- (BUSINESS WIRE) - August 13, 2003 -- Financial Industries
Corporation ("FIC" or the "Company") (Nasdaq: FNIN) today reported a net loss
for the six-month period ended June 30, 2003 of $1.8 million (or ($0.18) basic
and diluted earnings per common share) on revenues of $59.6 million, as compared
to net income of $10.8 million (or $1.13 basic and $1.12 on a diluted basis
earnings per common share) on revenues of $62.2 million for the same period in
2002. Net income for the period ended June 30, 2002, before the cumulative
effect of change in accounting principle, was $0.3 million (basic and diluted
earnings of $0.03 per common share).
The net loss for the three-month period ended June 30, 2003 was $507,000 (or
($0.05) on a basic and diluted basis per common share) on revenues of
$30,046,000 as compared to a net loss of $247,000 (or ($0.03) on a basic and
diluted basis per common share) on revenues of $30,002,000 for the three-month
period ended June 30, 2002.
"During the first-half of this year, FIC incurred significant legal and
administrative expenses. With these behind us, we are pleased with the progress
we are making in getting back on track," said Eugene E. Payne, President, CEO
and Chairman of FIC. "Our business goal for the next quarter is to continue to
develop and expand our business opportunities unburdened by the costs and
distractions associated with these prior activities."
In the first six months of 2003, net income was adversely affected by the
following expenses: (i) a $2.9 million expense related to the settlement of the
litigation between FIC, Roy F. Mitte (the former Chairman and Chief Executive
Officer of the Company), and the Roy F. and Joann Cole Mitte Foundation; (ii)
$476,000 related to payments to be made to retired chief marketing officer,
Jeffrey Demgen, pursuant to his employment agreement; (iii) $400,000 paid to
William P. Tedrow, chief marketing officer of FIC and President of FIC's newly
formed subsidiary, FIC Financial Services, Inc. ("FICFS"), for his efforts in
organizing and integrating the recent acquisitions made by FICFS; (iv) legal and
other expenses related to litigation and proxy matters; and (v) fees paid to
Salomon Smith Barney. Net income and earnings per share for the six month period
ended June 30, 2002 were affected by the cumulative effect of a change in
accounting principle of $10.4 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 between FIC and InterContinental Life Corporation in May, 2001. 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.
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Additionally, results for the six-month period ended June 30, 2002 have
previously been restated.
References to results for the three and six-month periods ended June 30, 2002
are to restated results.
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.
Financial Industries Corporation, through its various subsidiaries, markets and
underwrites individual life insurance and annuity products. The Company's Nasdaq
symbol is FNIN. For more information on FIC, go to on the Internet.
6-Mos (ending 6/30) 2003 2002
RESTATED
Net (loss) income ($1,771,000) $10,764,000
(Loss) income before cumulative
effect of change in
accounting principle ($1,771,000) $ 335,000
Cumulative effect of change in
accounting principle $ 0 $10,429,000
Revenues $59,622,000 $62,243,000
(Loss) Income Per Share (Basic)
Before Cumulative effect of
change in accounting principle ($0.18) $0.03
Cumulative effect of change in
accounting principle $ 0 $1.10
Basic earnings per share ($0.18) $1.13
(Loss) Income Per share (Diluted)
Before Cumulative effect of
change in accounting principle ($0.18) $0.03
Cumulative effect of change in
accounting principle $ 0 $1.09
Diluted earnings per share ($0.18) $1.12
Contact: Bob Bender, Corporate Relations Officer, (512) 404-5080,
bbender@ficgroup.com.
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