-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJtjKWgKsVg/CIoBhlhhwWmMRFb5gEM5CthAUvrz3vZrQMC98DbMbXviBuI/v8eF WOy4JbvC0T15TWgYph4QZw== 0000724024-03-000005.txt : 20030418 0000724024-03-000005.hdr.sgml : 20030418 20030418145136 ACCESSION NUMBER: 0000724024-03-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030418 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PHYSICIANS SERVICE GROUP INC CENTRAL INDEX KEY: 0000724024 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 751458323 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31434 FILM NUMBER: 03655652 BUSINESS ADDRESS: STREET 1: 1301 CAPITAL OF TEXAS HWY STREET 2: C-300 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123280888 MAIL ADDRESS: STREET 1: 1301 CAPITAL OF TEXAS HIGHWAY CITY: AUTIN STATE: TX ZIP: 78746 8-K 1 finl_8k.txt FORM 8-K DATED APRIL 18, 2003 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 Report (Date of earliest event reported:) April 18, 2003 (April 3, 2003) American Physicians Service Group, Inc. (Exact name of registrant as specified in its charter) Texas 0-11453 75-1458323 (State of (Commission File Number) (IRS Employer Incorporation) Identification No.) 1301 Capitol of Texas Highway Suite C-300 Austin, Texas 78746 (Address of principal executive offices) (Zip Code) (512) 328-0888 (Registrant's telephone number, including area code) Item 9. REGULATION FD DISCLOSURE This Current Report on Form 8-K is being furnished pursuant to Item 12, "Results of Operations and Financial Condition", in accordance with interim procedures promulgated by the Securities and Exchange Commission. See "Item 12. Results of Operations and Financial Condition" below. Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 3, 2003, American Physicians Service Group, Inc. issued a press release entitled, "American Physicians Service Group, Inc. Reports Annual and 4th Quarter Earnings." The text of the press release, which is attached as Exhibit 99.1, is incorporated by reference in its entirety. 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. American Physicians Service Group, Inc. Date: April 18, 2003 By: /s/ W.H. Hayes ---------------------------------------------- Name: W.H. Hayes ---------------------------------------------- Title: Sr VP - Finance ---------------------------------------------- 2 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Press Release issued by American Physicians Service Group, Inc., on April 3, 2003. EX-99.77Q1 3 apr188k.txt PRESS RELEASE DATED APRIL 3, 2003 Exhibit 99.1 AMERICAN PHYSICIANS SERVICE GROUP, INC. REPORTS ANNUAL AND 4TH QUARTER EARNINGS AUSTIN, TEXAS, April 3, 2003 - American Physicians Service Group, Inc. ("APS") (NASDAQ: AMPH) today announced results for the fourth quarter and year-end 2002. For the year ended December 31, 2002, APS reported total revenues of $26,392,000 versus $22,999,000 in 2001. Earnings of $3,411,000 compared to a loss of $578,000 in 2001. Diluted earnings per share was $1.45 versus a loss of $.25 in 2001. For the three months ended December 31, 2002, revenues were $6,950,000 versus $5,239,000 in the comparable period a year ago. The net earnings for the quarter was $64,000, compared to a loss of $1,105,000 in last year's fourth quarter. Diluted earnings per share was $0.03 for the quarter ended December 31, 2002 versus a loss of $.47 in the year-ago period. Ken Shifrin, APS Chairman of the Board stated, "We are pleased with the Company's results over a broad range of performance criteria. Our two core businesses both had outstanding years, our long-term investments yielded significant profits and cash flow, we created a balance sheet with great strength and liquidity and we narrowed the focus of our business model with the divestiture of our environmental segment. Operating income in the fourth quarter tracked the earlier quarters of 2002, but was impacted by adjustments to our federal income tax estimates." Mr. Shifrin continued, "In what turned out to be a very difficult year for financial markets, our Investment Services segment performed above our expectations, producing increases in revenues and earnings over 2001. We expected good results from our Insurance Services segment and we were not disappointed. Taken together, revenues in our core businesses increased 13% over the prior year and operating income increased 42%. The outlook continues to be promising for these businesses in 2003. During 2002 we sold approximately two thirds of the stock held in Prime Medical Services, Inc. in a move that produced $2.9 million in pretax gain and $10.7 million in cash. Our remaining Prime investment benefited from the growth in Prime's stock price and is worth approximately $6 million at today's market price. Proceeds of the sale were first used to pay income taxes and to eliminate all debt. The balance was invested primarily in government and other safe, liquid securities." Mr. Shifrin concluded, "We feel confident in our future. With positive trends in our core businesses and substantial liquidity, we are well positioned to seek complimentary growth opportunities." APS is a management and financial services firm with subsidiaries and affiliates which provide: medical malpractice insurance services for doctors; brokerage and investment services to institutions and high net worth individuals; and dedicated care facilities for Alzheimer's patients. The Company is headquartered in Austin, Texas and maintains offices in Dallas and Houston. This press release includes forward-looking statements related to the Company that involve risks and uncertainties that could cause actual results to differ materially. These forward-looking statements are made in reliance on the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. For further information about these factors that could affect the Company's future results, please see the Company's recent filings with the Securities and Exchange Commission. Prospective investors are cautioned that forward-looking statements are not guarantees of future performance. Actual results may differ materially from management expectations. Copies of the filings are available upon request from the Company's investor relations department. For further information, visit APS' website at www.amph.com or contact: Mr. Kenneth Shifrin, Chairman of the Board (or) Mr. W. H. Hayes, Sr. Vice President - Finance American Physicians Service Group, Inc. 1301 Capital of Texas Highway, C-300 Austin, Texas 78746 (512)328-0888 AMERICAN PHYSICIANS SERVICE GROUP, INC. SELECTED FINANCIAL DATA (In thousands, except per share data)
Three Months Ended Year Ended December 31, December 31, ------------------------- ----------------------- 2002 2001 2002 2001 ---- ---- ---- ---- Revenues $ 6,950 $5,239 $26,392 $22,999 Expenses 6,399 5,737 23,287 22,247 ----- ----- ------ ------ Operating income (loss) 551 (498) 3,105 752 Gain on sale of investments -- -- 2,855 -- ----- ----- ------ ------- Earnings (loss) from continuing operations before interest, income taxes, minority interest and equity in unconsolidated affiliates 551 (498) 5,960 752 Interest income 105 30 195 121 Interest expense -- 72 24 465 Income tax expense (benefit) 516 (1,316) 2,415 (952) Minority interest 76 52 261 157 Equity in loss of unconsolidated affiliates -- (3,129) (44) (3,191) ----- ------ ------ ------- Earnings (loss) from continuing operations 64 (2,405) 3,411 (1,988) Discontinued operations: Profit from discontinued operations net of income tax of $670 and $727 for the three months and year ended December 31, 2001, respectively. -- 1,300 -- 1,410 ----- ------ ------- ------- Net earnings (loss) $ 64 $(1,105) $3,411 $ (578) ====== ======== ======== ======= Diluted earnings (loss) per share: Earnings (loss) from continuing operations $0.03 $(1.03) $1.45 $(.85) Discontinued operations -- 0.56 -- 0.60 ------ ------ ------ ----- Net earnings (loss) $0.03 $(0.47) $1.45 $(0.25) ====== ======= ====== ======= Weighted average shares outstanding (diluted) 2,236 2,343 2,345 2,343
For further information, visit APS" website at www.amph.com or contact: Mr. Kenneth Shifrin, Chairman of the Board (or) Mr. W. H. Hayes, Sr. Vice President - Finance American Physicians Service Group, Inc. 1301 Capital of Texas Highway, C-300 Austin, Texas 78746 (512)328-0888 -----END PRIVACY-ENHANCED MESSAGE-----