-----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, Lc1qUD2tt2JweldLeLizjAAd/KVPwQC+fccpobhSKpndP/12yGYyKM6Vu3aiFMrz q+A4pgnAv3MSf5o7cJxQ0Q== 0000724024-97-000004.txt : 19970225 0000724024-97-000004.hdr.sgml : 19970225 ACCESSION NUMBER: 0000724024-97-000004 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19970206 SROS: NASD 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: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11453 FILM NUMBER: 97519099 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 10QSB/A 1 FORM 10-QSB AMENDED ===================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-QSB/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED JUNE 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO -------------------- -------------------- COMMISSION FILE NUMBER 0-11453 AMERICAN PHYSICIANS SERVICE GROUP, INC. (Exact name of registrant as specified in its charter) TEXAS 75-1458323 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 1301 CAPITAL OF TEXAS HIGHWAY AUSTIN, TEXAS 78746 (Address of principal executive offices) (Zip Code) (512) 328-0888 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d ) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- ------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. NUMBER OF SHARES OUTSTANDING AT TITLE OF EACH CLASS JULY 31, 1996 -------------------- ---------------- Common Stock, $.10 par value 4,080,204 ============================================================================ PART I FINANCIAL INFORMATION The Company has restated income tax expense in the accompanying financial state- ments. As prescribed in Financial Accounting Standards No. 109, Accountinng for Income Taxes and clarified in Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, which the Company adopted in 1996, the tax benefit arising from the exercise of certain stock options has been re- corded directly as a component of Shareholders' Equity. The benefit had origin- ally been recorded as a credit to income tax expense. The change affects the Company's reported net income, but has no impact on earnings before income taxes or cash flows and has only a timing affect between quarters on total shareholders' equity. -2- AMERICAN PHYSICIANS SERVICE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands, except per share data)
Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 ---------- --------- ---------- --------- Revenues: Financial services $1,822 3,199 4,152 6,029 Computer systems/software 743 1,106 1,590 2,379 Real estate 169 167 338 329 Investments and other 157 104 267 522 ---------- --------- ---------- --------- Total revenues 2,891 4,576 6,347 9,259 Expenses: Financial service expense 1,761 2,658 3,766 5,199 Computer systems/software 715 953 1,592 2,059 Real estate 129 125 257 248 General and administrative (174) 358 89 1,097 Interest 13 20 29 46 ---------- --------- ---------- --------- Total expenses 2,444 4,114 5,732 8,649 ---------- --------- ---------- --------- Operating income (loss) 447 462 615 610 Equity in earnings of unconsolidated affiliate (Note 3) (72) 303 328 604 ---------- --------- ---------- --------- Earnings from continuing operations before income taxes 376 765 943 1,214 Income tax expense 118 262 290 417 Loss from discontinued operations net of income tax benefit of $0 and $25, and 0$ and $72 for the three and six months in 1996 and 1995, respectively. 0 (47) 0 (139) ---------- --------- ---------- --------- Net earnings $258 456 653 658 ========== ========= ========== ========= Earnings per common share: Primary $0.06 0.12 0.15 0.18 ========== ========= ========== ========= Fully Diluted $0.06 0.12 0.15 0.17 ========== ========= ========== ========= Primary weighted average shares outstanding 4,346 3,808 4,293 3,727 ========== ========= ========== ========= Fully Diluted weighted average shares outstanding 4,360 3,808 4,353 3,764 ========== ========= ========== =========
See accompanying notes to consolidated financial statements - 3 - AMERICAN PHYSICIANS SERVICE GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands) June 30, December 31, 1996 1995 ------------- ------------- ASSETS Current Assets: Cash and cash investments $8,820 6,798 Marketable securities (Note 2) 371 2,004 Trading account securities 549 1,014 Notes receivable - current 196 223 Management fees and other receivables 743 1,748 Receivable from clearing broker 1,241 780 Deferred income taxes (132) 159 Prepaid expenses and other 311 312 ------------- ------------- Total current assets 12,099 13,038 Notes receivable, less current portion 123 83 Property and equipment 2,034 2,129 Investment in Prime Medical Services, Inc. 7,740 7,412 Other assets 1,233 1,078 ------------- ------------- Total Assets $23,229 23,740 ============= ============= See accompanying notes to consolidated financial statements - 4 - AMERICAN PHYSICIANS SERVICE GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands) June 30, December 31, 1996 1995 ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current installments of obligations under capital leases $238 299 Accounts payable - trade 318 353 Accrued compensation 223 861 Accrued expenses and other liabilities (Note 5) 3,218 3,501 Federal income taxes payable (506) 558 --------- ---------- Total current liabilities 3,492 5,572 Long-term obligations 492 574 --------- ---------- Total liabilities 3,984 6,146 Shareholders' Equity: Preferred stock, $1.00 par value, 1,000,000 shares authorized ---- ---- Common stock, $0.10 par value, shares authorized 20,000,000; issued 4,080,204 at 6/30/96 and 3,663,871 at 12/31/95 403 366 Additional paid-in capital 5,477 4,530 Unrealized holding gains 14 0 Retained earnings 13,535 12,698 --------- ---------- Total shareholders' equity 19,246 17,594 Total Liabilities and Shareholders' Equity $23,229 23,740 ========= ========== See accompanying notes to consolidated financial statements - 5 - AMERICAN PHYSICIANS SERVICE GROUP, INC. Consolidated Statements of Cash Flows (Unaudited) (In thousands) Six Months Ended June 30, 1996 1995 --------- --------- Cash flows from operating activities: Cash received from customers $7,103 10,600 Cash paid to suppliers and employees (6,637) (9,089) Change in trading account securities 465 (922) Change in receivable from to clearing broker (461) 1,081 Interest paid (29) (46) Income taxes paid (603) (382) Interest, dividends and other investment proceeds 195 515 --------- --------- Net cash provided by (used in) operating activities 33 1,757 Cash flows from investing activities: Proceeds from the sale of marketable securities 1,655 937 Payments for purchase property and equipment (85) (308) Funds loaned to others (65) --- Collection of notes receivable 49 1,077 Other 62 --- --------- -------- Net cash provided by investing activities 1,616 1,706 Cash flows from financing activities: Repayment of long term obligations (144) (185) Exercise of stock options 517 197 --------- -------- Net cash provided by (used in) financing activities 373 12 --------- -------- Net change in cash and cash equivalents $2,022 3,475 ========= ========= Cash and cash equivalents at beginning of period 6,798 3,266 --------- -------- Cash and cash equivalents at end of period $8,820 6,741 ========= ======== See accompanying notes to consolidated financial statements - 6 - AMERICAN PHYSICIANS SERVICE GROUP, INC. Consolidated Statements of Cash Flows, continued (In thousands) Six Months Ended June 30, 1996 1995 ---------- ---------- Reconciliation of net earnings to net cash from operating activities: Net earnings $653 658 Adjustments to reconcile net earnings to net cash from operating activities: Depreciation and amortization 175 204 Gain on sale of securities (55) --- Undistributed earnings of affiliate (328) (604) Change in federal income tax payable (596) (35) Provision for deferred tax asset 284 (1) Change in trading securities 465 (922) Change in receivable from clearing broker (461) 1,081 Change in management fees & other receivables 1,005 1,137 Change in prepaids & other current assets 1 402 Change in long term assets (154) (39) Change in trade payables (35) (536) Change in accrued expenses & other liabilities (921) 412 ---------- ---------- Net cash from operating activities $33 1,757 ========== ========== Summary of non-cash transactions: At January 1, 1994, the Company began recording marketable securities at fair value, with unrealized holding gains and losses (net of tax) reported as a separate component of shareholders' equity, per Statement of Financial Accounting Standards #115. The effect of this resulted in an increase to unrealized holding gains of $14, a decrease to deferred tax assets of $8 and an increase to marketable securities of $22 for the six months ended June 30, 1996 compared to December 31, 1995. See accompanying notes to consolidated financial statements - 7 - AMERICAN PHYSICIANS SERVICE GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 1996 (Unaudited) 1. GENERAL The accompanying unaudited consolidated financial statements have been prepared in conformity with the accounting principles stated in the audited financial statements for the year ended December 31, 1995 and reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the financial position as of June 30, 1996 and the results of operations for the periods presented. These statements have not been audited or reviewed by the Company's independent certified public accountants. The operating results for the interim periods are not necessarily indicative of results for the full fiscal year. The notes to consolidated financial statements appearing in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 filed with the Securities Exchange Commission should be read in conjunction with this Quarterly Report on Form 10-QSB. There have been no significant changes in the information reported in those notes other than from normal business activities of the Company. Certain reclassifications have been made to amounts presented in prior periods to be consistent with the 1996 presentation. 2. MARKETABLE SECURITIES Marketable securities include equity securities and investments in bonds that are intended to be held less than one year. At January 1, 1994, the Company began recording these securities at fair value, with unrealized holding gains and losses reported as a separate component of shareholders' equity, per SFAS-115. 3. CONTINGENCIES In conjunction with a settlement agreement, the Company's broker/dealer subsidiary, APS Financial, has guaranteed the future yield of a customer's investment portfolio beginning in November 1994 for up to a five and one-half year period. Management believes that the Company's financial statements adequately provide for any loss that might occur under this agreement; however, as defined in AICPA Statement of Position 94-6, it is reasonably possible that the Company's estimate of loss could change over the remaining term of the agreement. Management is unable to determine the range of potential adjustment since it is based on securities markets, which are beyond its ability to control. - 8 - 4. EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATE At June 30, 1996 the Company owned 16% (3,064,000 shares) of the outstanding common stock of Prime Medical Services, Inc. ("Prime"). This percentage ownership was decreased from 18% in the first quarter of 1996, due to the issuance of common stock as part of an acquisition made by Prime during the second quarter. The Company records its pro-rata share of Prime's results on the equity basis. Prime is in the business of providing lithotripsy services. The common stock of Prime is traded in the over-the-counter market under the symbol "PMSI". Prime is a Delaware corporation which is required to file annual, quarterly and other reports and documents with the Securities and Exchange Commission, which reports and documents contain financial and other information regarding Prime. Such reports and documents may be examined and copies may be obtained from the offices of the Securities and Exchange Commission. 5. ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consists of the following: June Dec 1996 1995 --------- --------- Taxes payable-other ......................... $ 73,000 150,000 Commissions payable ......................... 0 38,000 Deferred income ............................. 760,000 434,000 Health insurance and other claims payable ... 142,000 73,000 Contractual/legal claims .................... 1,920,000 2,360,000 Vacation payable ............................ 119,000 127,000 Funds held for others ....................... 67,000 51,000 Interest payable ............................ 4,000 5,000 Other ....................................... 133,000 263,000 ---------- ---------- $3,218,000 3,501,000 ========== ========== - 9 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS REVENUES Revenues from operations decreased $1,685,000 (36.8%) and $2,912,000 (31.4%) for the three and six month periods ended June 30, 1996, respectively, compared to the same periods in 1995. Financial services and computer systems decreased while real estate and investments and other increased during the second quarter of 1996 compared to the same period in 1995. For the six months period, revenues from financial services, computer systems and investments and other decreased while real estate revenues increased. Financial services revenues decreased $1,377,000 (43.0%) and $1,877,000 (31.1%) for the three and six month periods ended June 30, 1996, respectively, compared to the same periods in 1995. The decrease for both periods in 1996 was the result of lower broker/dealer commissions due primarily to unfavorable bond market conditions. The first six months of 1996 have been characterized by steady bond yield increases which translates to lower bond prices. The conditions were reversed for the same six months in 1995 as bond yields decreased resulting in increasing bond prices. In addition, commissions were down during the second quarter due, in part, to the loss of an experienced, high volume broker who left the Company in January, 1996. The loss of this broker, combined with the loss of another high volume broker in April 1995, has contributed to a reduction in revenues which the Company has not yet been able to replace. Revenues from premium-based insurance management fees were down $113,000 (9.3%) and $20,000 (0.9%) for the three and six month periods of 1996, respectively, compared to the same periods in 1995. The second quarter, 1996 decrease was due in part to a timing difference in recognizing management fees from a large client doctor group. Lower risk management fees also contributed to the second quarter decrease due primarily to fewer doctors in the "high risk" category. Therefore, fewer doctors were subject to risk management fees. Computer systems and software sales revenues decreased $363,000 (32.8%) and $789,000 (33.2%) for the three and six month periods ended June 30, 1996, respectively, compared to the same periods in 1995. The decrease in both periods was primarily due to the fact that revenues were recognized in 1995 from ongoing contracts which were substantially completed by the end of 1995. With no new contracts being signed in 1996, revenues declined. Partially offsetting these decreases was much higher consulting fees generated in the first two quarters of 1996 compared to the same period in 1995. Revenues and expenses will no longer be consolidated beginning July 1, 1996 due to the formation of an alliance effective July 1, 1996 between International Software Solutions, Inc. ("ISSI") and the Company's software subsidiary, APS Systems, Inc. Because ISSI will receive 51% equity interest in APS Systems, the Company will now account for the future earnings of the new alliance as a single line item on the earnings statement, "Equity in earnings of unconsolidated affiliate". See Part II Item 5, "Other Information" on this Form 10-QSB. - 10 - Real estate revenues rose $2,000 (1.5%) and $8,000 (3.3%) for the three and six month periods ended June 30, 1996, respectively, compared to the same periods in 1995. The increase in revenue was due to rising lease rates. Given the current economic good health of the Austin real estate market, it is reasonable to expect rental and occupancy rates to remain favorable throughout 1996. Investment and other income increased $53,000 (50.8%) but decreased $255,000 (48.8%) for the three and six month periods ended June 30, 1996, respectively, compared to the same periods in 1995. The second quarter increase was primarily due to interest earned on a higher investable cash balance as well as a gain on the sale of a marketable security. The six month decrease was primarily due to reimbursements received in February, 1995 for the settlement of prior litigation. A final reimbursement payment was received in November, 1995. No such revenues were received in 1996. EXPENSES Total expenses decreased $1,670,000 (40.6%) and $2,917,000 (33.7%) for the three and six month periods ended June 30, 1996, respectively, compared to the same periods in 1995. Financial services, computer systems and investment & other decreased for both periods while real estate services showed an increase for both periods. Financial services expense decreased $897,000 (33.8%) and $1,432,000 (27.6%) for the three and six month periods ended June 30, 1996, respectively, compared to the same periods in 1995. The decrease was primarily the result of lower commissions paid in broker/dealer operations arising from the lower commission revenues. Reduced legal and professional as well as lower general and administrative expenses arising from certain cost cutting measures within the broker/dealer subsidiary have also contributed to the decrease. Expenses at the insurance management subsidiary were virtually the same for the second quarters of both years. The six month comparison shows an increase of $29,000 (1.7%) in 1996 due to personnel merit increases. Computer systems/software expense decreased $237,000 (24.9%) and $467,000 (22.7%) for the three and six month periods ended June 30, 1996, respectively, compared to the same periods in 1995. Both period decreases in 1996 were due to lower hardware and software license costs of sales, resulting directly from the aforementioned decrease in new client sales revenue. Real estate expense increased $3,000 (2.8%) and $8,000 (3.3%) for the three and six month periods ended June 30, 1996, respectively, compared to the same periods in 1995. The increase was primarily due to higher condo association fees. - 11 - General and administrative expense decreased $532,000 (148.6%) and $1,007,000 (91.9%) for the three and six month periods ended June 30, 1996, respectively, compared to the same periods in 1995. The decrease was due to accruals made in 1995 for certain contingent liabilities associated with ongoing litigation. Not only were such accruals not necessary in 1996 but some contractual/legal contingencies accrued in the second and fourth quarters of 1995 were actually reversed due primarily to positive investment returns as well as the Company's prevailing in litigation. Interest expense decreased $7,000 (34.8%) and $17,000 (36.6%) for the three and six month periods ended June 30, 1996, respectively, compared to the same periods in 1995. The decrease in both periods was due to a lower volume of margined securities held in inventory at the broker/dealer subsidiary for resale to clients. A lower inventory requires a lower level of securities purchased on margin which corresponds to lower interest charged. DISCONTINUED OPERATIONS Publications expense was eliminated in 1996 due to the sale, in October, 1995, of APS Communications Corporation, a publisher of Spanish language directories of U.S. businesses. The Company is involved in no other publications-related ventures. In the first six months of 1995, the publications segment recognized $757,000 in revenues and incurred $968,000 in expenses. The resulting $211,000 loss was recognized net of tax on the Company's Statement of Operations. EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATE The Company's equity in the earnings of Prime Medical Services, Inc. ("Prime") decreased $375,000 and $276,000 (45.7%) for the three and six month periods ended June 30, 1996, respectively, compared to the same periods in 1995. The decrease in the second quarter of 1996 was due to two non-recurring write-offs: (1) costs associated with their acquisition of Lithotripters Inc. on April 26, 1996; and (2), costs associated with a secondary offering. Without these non-recurring expenses, Prime's contribution would have increased the Company's pretax earnings by approximately $601,000, or $0.14 per share in both the three month and six month periods of 1996. LIQUIDITY AND CAPITAL RESOURCES Current assets exceeded current liabilities by $8,607,000 and $7,466,000 at June 30, 1996, and December 31, 1995, respectively. The increase is primarily attributable to lower accrued expenses as well as lower federal income taxes payable resulting from tax credits received from the exercise of non-qualified stock options. - 12 - During the quarter, the Company closed a $2,000,000 revolving line of credit it had established with a bank. In the more than two years since the line of credit was established no funds were advanced to the Company. Since cash reserves have always been more than adequate to meet its liquidity requirements, the Company closed the account as a cost reduction measure. Capital expenditures through the quarter ended June 30, 1996 were approximately $85,000 and total capital expenditures are expected to be approximately $300,000 in 1996. Management believes that its working capital position together with funds generated from operations will provide sufficient resources to meet all present and reasonably foreseeable and capital needs. - 13 - PART II OTHER INFORMATION -14- Item 1. LEGAL PROCEEDINDS The Company is involved in various claims and legal actions that have arisen in the ordinary course of business. The Company believes that the liability provision in its financial statements is sufficient to cover any unfavorable outcome related to lawsuits in which it is currently named. Management believes that liabilities, if any, arising from these actions will not have a significant adverse effect on the financial condition of the Company. However, due to the uncertain nature of legal proceedings, the actual outcome of these lawsuits may differ from the liability provision recorded in the Company's financial statements. Item 5. OTHER INFORMATION Effective July 1, 1996 the Company formed a strategic alliance with privately-owned International Software Solutions, Inc. ("ISSI") for the purpose of developing client-oriented software products for the healthcare industry. Under the agreement, ISSI will develop approximately three million dollars worth of new products for the Company's computer software subsidiary, APS Systems, Inc. The Company will contribute approximately one million dollars of capital into the new venture. ISSI's involvement will accelerate both the enhancement of existing software products and the development of new software products incorporating open architecture, client/server technology, graphical user interfaces and other features to satisfy the growing needs of the healthcare industry. ISSI will receive a 51% equity interest in APS Systems for its investment. As a consequence of ISSI's new majority ownership in APS Systems, Inc., beginning July 1, 1996, the Company will no longer consolidate the revenues, expenses and balance sheet items into its financial data. Rather, the earnings/losses of APS Systems, Inc. will be reported as a single line item on the earnings statement, "Equity in earnings/loss of unconsolidated affiliate". On July 15, 1996 the Company withdrew its offer to sell 2.5 million shares of Prime Medical Services, Inc. ("Prime") (NASDAQ:PMSI) common stock that was a part of a public offering by Prime and certain other stockholders of Prime. This withdrawal reversed a June 5, 1996 announcement that these shares of Prime common stock would become available for sale as part of a public offering. As a result of the withdrawal of the offering, Prime retains the status of an unconsolidated affiliate of the Company. - 15 - On April 26, 1996 Prime Medical Services, Inc. acquired Lithotripters, Inc., of Fayetteville, North Carolina. The combination of the two entities, effective May 1, 1996, created the nation's largest lithotripsy company. The purchase price was $88 million, comprised of $70 million in cash and 1,636,000 common shares of Prime Medical. This issuance of Prime shares has contributed to a further dilution of the Company's interest in Prime from 19.4% to 16.1%. The Company feels that increased earnings at Prime, resulting from the acquisition of Lithotripters, Inc., will offset this dilution of ownership. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 11 Computation of Net Income Per Share at June 30, 1996 and 1995. (b) CURRENT REPORTS ON FORM 8-K No current reports on Form 8-K were filed during the quarter ended June 30, 1996. - 16 - 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 thereunto duly authorized. AMERICAN PHYSICIANS SERVICE GROUP, INC. Date: February 4, 1997 By: /s/ William H. Hayes ------------------------ William H. Hayes, Vice President and Chief Financial Officer - 17 - EX-11 2 EXHIBIT 11 : EPS CALCULATION (3 MOS AND 6 MOS) EXHIBIT 11 AMERICAN PHYSICIANS SERVICE GROUP, INC. COMPUTATION OF NET INCOME PER SHARE FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995 (In thousands, except earnings per share) Primary Fully Diluted Earnings Earnings Per Share Per Share ----------- ---------- 1996 Net Income applicable to common stock $258 258 Average number of shares outstanding 4,018 4,018 Average stock option shares 328 342 ----------- ---------- Shares for earnings calculation 4,346 4,360 Net income per share $0.06 0.06 =========== ========== 1995 Net Income applicable to common stock $456 456 Average number of shares outstanding 3,423 3,423 Average stock option shares 385 385 ----------- ---------- Shares for earnings calculation 3,808 3,808 Net income per share $0.12 0.12 =========== ========== NOTE: Primary and fully diluted income per share were computed by dividing net income by the average number of shares outstanding plus the common stock equivalents which, would arise from the exercise of dilutive stock options. - 18 - EXHIBIT 11 AMERICAN PHYSICIANS SERVICE GROUP, INC. COMPUTATION OF NET INCOME PER SHARE FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (In thousands, except earnings per share) Primary Fully Diluted Earnings Earnings Per Share Per Share ---------- ---------- 1996 Net Income applicable to common stock $653 653 Average number of shares outstanding 3,983 3,983 Average stock option shares 310 370 ---------- ---------- Shares for earnings calculation 4,293 4,353 Net income per share $0.15 0.15 ========== ========== 1995 Net Income applicable to common stock $658 658 Average number of shares outstanding 3,384 3,384 Average stock option shares 343 380 ---------- ---------- Shares for earnings calculation 3,727 3,764 Net income per share $0.18 0.17 ========== ========== NOTE: Primary and fully diluted income per share were computed by dividing net income by the average number of shares outstanding plus the common stock equivalents which, would arise from the exercise of dilutive stock options. - 19 - EX-27 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the June 30, 1996 FORM 10-QSB/A and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS 6-MOS DEC-31-1996 DEC-31-1996 APR-01-1996 JAN-01-1996 JUN-30-1996 JUN-30-1996 8,820 8,820 920 920 2,180 2,180 0 0 21 21 12,099 12,099 5,387 5,387 3,353 3,353 23,229 23,229 3,492 3,492 0 0 0 0 0 0 403 403 19,334 19,334 23,229 23,229 0 0 2,891 6,347 111 365 2,447 5,308 (127) 31 0 0 13 29 376 943 118 290 258 653 0 0 0 0 0 0 258 653 0.06 0.15 0.06 0.15
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