UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q
[ ] Form N-SAR
For Period Ended March 31, 2005
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: --------
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I--REGISTRANT INFORMATION
Full Name of Registrant: Financial Industries Corporation
Address of Principal Executive Office: 6500 River Place Blvd., Building I
Austin, Texas 78730
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PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[ ] (b) The subject annual report, semi-annual report, transition report
on Form10-K, Form 20-F, 11- K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if necessary).
The Registrant is unable to timely file its report on Form 10-Q for the
three-month period ended March 31, 2005 (the "First Quarter 2005 Form
10-Q"). The Registrant has previously reported that it was unable to
complete the filing of its Form 10-K for the year ended December 31, 2003
(the "2003 Form 10-K"), its Form 10-Q for the quarters ended March 31,
2004, June 30, 2004, and September 30, 2004 (the "2004 Forms 10-Q"), and
its report on Form 10-K for the year ended December 31, 2004 (the "2004
Form 10-K") on a timely basis. The Registrant filed a Form 12b-25 on March
16, 2004, with respect to the late filing of its 2003 Form 10-K.
Subsequently, the Registrant filed (i) a Form 12b-25 on May 18, 2004, with
respect to the late filing of its Form 10-Q for the quarter ended March 31,
2004, (ii) a Form 12b-25 on August 10, 2004, with respect to the late
filing of its Form 10-Q for the quarter ended June 30, 2004, (iii) a Form
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12b-25 on November 10, 2004 for the quarter ended September 30, 2004, and
(iv) a Form 12b-25 on March 17, 2005 with respect to the late filing of its
2004 Form 10-K. The Registrant has also filed several Current Reports on
Form 8-K, including its Current Report on Form 8-K dated September 9, 2004,
pertaining to the status of its work on the Form 10-K for the year ended
December 31, 2003, and anticipates that it will, in the future, file a
report on Form 8-K regarding the status of that work.
As reported in its Form 12b-25 filed on March 17, 2005, the Registrant has
been working to prepare its consolidated financial statements for the year
ended December 31, 2003, and has engaged outside consultants to assist in
this process. That work has adversely affected the ability of the
Registrant to commence work on its consolidated financial statements for
the year ended December 31, 2004, and to file its 2004 Form 10-K. In
addition, the Registrant has not yet engaged an independent auditor with
respect to the audit of its consolidated financial statements for the year
ended December 31, 2004. The work on the 2003 Form 10-K has also adversely
affected the ability of the Registrant to commence work on its consolidated
financial statements to be included in its 2004 Forms 10-Q. The Registrant
has not engaged an auditor for the reviews and other work associated with
the quarterly financial statements to be included in the 2004 Forms 10-Q.
In addition, the above-described work on the already late completion of
financial statements and periodic reports has adversely affected the
Registrant's ability to commence work on its consolidated financial
statements for the quarter ended March 31, 2005 and its First Quarter 2005
Form 10-Q.
The Registrant's ability to complete its 2003 Form 10-K, 2004 Form 10-K,
2004 Forms 10-Q, and its First Quarter 2005 Form 10-Q has also been
adversely affected by the ongoing requirement to dedicate resources to the
completion of the delinquent 2003 audited statutory financial statements of
the Registrant's insurance company subsidiaries, and to complete its 2004
statutory financial statements (unaudited) of such subsidiaries. Under
applicable state insurance regulations, the 2003 audited statutory
statements were required to be filed by June 30, 2004, with the Texas
Department of Insurance (the state of domicile of the insurance company
subsidiaries) and June 1, 2004 in the other jurisdictions. There is
substantial overlap between the work needed on the statutory financial
statements and financial statements to be included in the 2003 Form 10-K
and the Registrant's work on these state regulatory requirements has
therefore been interdependent with certain of its work on the 2003 Form
10-K, primarily related to the reconciliation of intercompany accounts and
the adjustment of various balance sheet accounts. On March 8, 2005, the
Registrant completed the filing of the 2003 audited statutory financial
statements of Family Life Insurance Company. In its filing on Form 12b-25
on March 17, 2005, the Registrant indicated that it expected that it would
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complete the filing for Investors Life Insurance Company of North America
("Investors Life") on or before March 31, 2005. However, the completion of
the audited statutory statements for Investors Life has taken substantially
more time and effort than had been anticipated. The Registrant now
anticipates that the Investors Life filing will be completed on or before
May 20, 2005. As previously reported, the Registrant has completed the 2004
statutory financial statements (unaudited) of its life insurance
subsidiaries, Family Life filed its statements on the March 1, 2005 due
date, and Investors Life filed its statements on March 14, 2005. Since
December 2004, the primary focus of the Registrant's accounting group on
completing the statutory financial statements of its insurance company
subsidiaries has significantly slowed its efforts to make progress on its
Forms 10-K and Forms 10-Q.
The Registrant has dedicated significant resources to the completion of the
2003 Form 10-K and the statutory financial statements described above.
Accordingly, for the reasons set forth herein, and because the attention of
the relevant personnel that prepare the Registrant's Form 10-K reports has
been diverted from that task, the Registrant is unable to timely file its
First Quarter 2005 Form 10-Q within the prescribed period without
unreasonable or undue effort, expense or burden.
In pursuing completion of the filing of the 2003 audited statutory
financial statements, and the filing of the 2004 statutory financial
statements (unaudited) of its insurance company subsidiaries, the
Registrant has continued, and will continue, to work on the completion and
filing of its 2003 Form 10-K. The Registrant does not expect that such
filing is likely to occur before the end of June 2005 and there can be no
assurance that the filing will occur by such date. Following completion of
the work on the 2003 Form 10-K, the Registrant would expect to begin work
on the 2004 Forms 10-Q, the 2004 Form 10-K and the First Quarter 2005 Form
10-Q. Registrant does not expect to be in a position to file its First
Quarter 2005 Form 10-Q until after its has completed its 2004 Forms 10-Q
and the 2004 Form 10-K.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Vincent L. Kasch, Chief Financial Officer. 512-404-5510.
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify report(s).
[] Yes [x] No
As described in Part III, above, the Registrant has not yet filed
its 2003 Form 10-K, its 2004 Forms 10-Q, and its 2004 Form 10-K.
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in
the subject report or portion thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
Explanation of Anticipated Change in Results of Operations
As described in Part III, above, the Registrant has not yet filed its 2003
Form 10-K, its 2004 Forms 10-Q, its 2004 Form 10-K, or its First Quarter
2005 Form 10-Q. Due to the work involved in the completion of these already
late reports, the Registrant is not in a position to provide either a
reasonable estimate of the results for the quarter ended March 31, 2005, or
a comparison of the results for the quarter ended March 31, 2005 with the
results for the quarter ended March 31, 2004.
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 12b-25, including but not limited to, statements found
in Part III- "Narrative" and this Part IV- "Other Information" relating to
timing of filings, future filings, internal controls assessment and other
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
trends in the Company's operations and financial results and the contingencies
and uncertainties to which the Company may be subject, as well as other
statements including words such as "anticipate," "believe," "plan," "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
concerning the financial results, economic conditions and are subject to known
and unknown risks, uncertainties and other factors contemplated by the
forward-looking statements. Such factors include, among other things: (1) timing
and results of reviews, audits and assessments; (2) general economic conditions
and other factors, including prevailing interest rate levels and stock market
performance, which may affect the ability of the Company to sell its products,
the market value of the Company's investments and the lapse rate and
profitability of policies; (3) the Company's ability to achieve anticipated
levels of operational efficiencies and cost-saving initiatives; (4) customer
response to new products, distribution channels and marketing initiatives; (5)
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mortality, morbidity and other factors which may affect the profitability of the
Company's insurance products; (6) our ability to develop and maintain effective
risk management policies and procedures and to maintain adequate reserves for
future policy benefits and claims; (7) changes in the Federal income tax laws
and regulations which may affect the relative tax advantages of some of the
Company's products; (8) increasing competition in the sale of insurance and
annuities; (9) regulatory changes or actions, including those relating to
regulation of insurance products and insurance companies; (10) ratings assigned
to the Company's insurance subsidiaries by independent rating organizations such
as A.M. Best, which the Company believes are particularly important to the sale
of accumulation products; (11) the performance of our investment portfolios;
(12) the effect of changes in standards of accounting; (13) the effects and
results of litigation; and (14) other factors discussed in the Company's other
filings with the SEC, which are available free of charge on the SEC's website at
www.sec.gov. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those indicated. 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.
Financial Industries Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 13, 2005 By /s/ Vincent L. Kasch
__________________________________________
Chief Financial Officer
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