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 21, 2004
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 5 - Other Events and Regulation FD Disclosure.
On March 16, 2004, the Company filed a Form 12b-25, Notification of Late
Filing (the "Notification"), with respect to the filing of its report on Form
10-K for the fiscal year ending December 31, 2003. It disclosed that the delay
in the filing was attributable to its continuing work on its 2003 financial
statements.
The Company has continued to work on its financial statements for the year
ended December 31, 2003.
In the course of its continuing work, the Company has tentatively
identified certain balance sheet accounts that may need to be written off, in
the aggregate totaling approximately $3.0 million. These relate principally to
certain receivables, equipment, and other assets and affect several annual
reporting periods, including possibly periods prior to 2001. The Company is
performing additional reviews of its balance sheet accounts to determine whether
additional adjustments to its financial statements may be required.
In addition, the Company's review indicates that the intercompany accounts
among itself and its affiliates may not have been adequately reconciled for
several annual reporting periods, including possibly periods prior to 2001. The
Company is performing a detailed analysis of a net cumulative out-of-balance
condition in the intercompany accounts that it currently estimates would result
in an aggregate write down of approximately $6.0 million at December 31, 2003.
This work involves analysis and reconciliation of the intercompany accounts for
multiple years. The Company is working diligently to complete this work. To
facilitate this process, the Audit Committee of the Company's Board of Directors
has retained the services of KPMG LLP, as accounting advisors.
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The Company emphasizes that it is continuing its reviews and analysis, and,
accordingly, additional adjustments to its financial statements beyond those
described herein may be required as a result of these efforts. In addition, as
of the date of this report, the Company is not in a position to determine
whether the adjustments and reconciliations described above will affect the
Company's previously-disclosed estimate that the net loss for the year ended
December 31, 2003 would be approximately $13.5 million.
Item 7. Financial Statements and Exhibits .
(c) Exhibits
Exhibit 99.1 Press release dated April 22, 2004, issued by Financial
Industries Corporation.
As provided by the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, Financial Industries Corporation cautions that the
statements in this Form 8-K relating to matters that are not historical factual
information are forward-looking statements that represent management's belief
and assumptions based on currently available information. The information
contained in this report relating to the amount of the net loss for the year
ended December 31, 2003, the amount and periods of balance sheet accounts that
may need to be written off, the amount of the net cumulative out-of-balance
condition in the intercompany accounts, possible additional adjustments to the
financial statements, and the contingencies and uncertainties to which the
Company may be subject, as well as other statements including words such as
"anticipate," "believe," "plan," "may", "estimate," "expect," "intend," and
other similar expressions constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. Such statements are made based
upon management's current expectations and beliefs and are subject to known and
unknown risks, uncertainties and other factors that could cause actual results
to differ from those contemplated by the forward-looking statements, including
the timing, completion and results of the Company's reviews and audits.
Investors should not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the particular
statement, and the Company undertakes no obligation to publicly update or revise
any forward-looking statements. There can be no assurance that other factors not
currently anticipated by management will not also materially and adversely
affect the Company.
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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 22, 2004 By: ___/s/_J. Bruce Boisture____________
President and Chief Executive Officer
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