-----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, U0ZTVMK6UhRlx4cIcbkzLmicNz7MdJglhgbKb84Xh6yKq7w0Ws5VJ0FgN+tmpLIo IUsBzju6Y8aZJhLb5CzqYg== 0000926236-03-000174.txt : 20031114 0000926236-03-000174.hdr.sgml : 20031114 20031114163900 ACCESSION NUMBER: 0000926236-03-000174 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031114 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALLMARK FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0000819913 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 870447375 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16090 FILM NUMBER: 031005271 BUSINESS ADDRESS: STREET 1: 777 MAIN STREET, SUITE 1000 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173481600 MAIL ADDRESS: STREET 1: 777 MAIN STREET STREET 2: STE 1000 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: ACOI INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CREDIT OPTICAL INC /DE/ DATE OF NAME CHANGE: 19910611 FORMER COMPANY: FORMER CONFORMED NAME: PYRAMID GROWTH INC DATE OF NAME CHANGE: 19890124 8-K 1 hfs03q3-8k.txt CURRENT REPORT RESULTS THIRD QUARTER 2003 UNITED STATES 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): November 14, 2003 HALLMARK FINANCIAL SERVICES, INC. --------------------------------- (Exact name of registrant as specified in its charter) Nevada 0-16090 87-0447375 ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 777 Main Street, Suite 1000, Fort Worth, Texas 76102 ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (817) 348-1600 Not Applicable (Former name or former address, if changed since last report.) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press release dated November 14, 2003 Item 9. Regulations FD Disclosure. On November 14, 2003, the Registrant issued a press release announcing its financial results for the third quarter ended September 30, 2003. A copy of the Registrant's press release is attached as Exhibit 99.1 to this Current Report. Item 12. Results of Operations and Financial Condition. On November 14, 2003, the Registrant issued a press release announcing its financial results for the third quarter ended September 30, 2003. A copy of the Registrant's press release is attached as Exhibit 99.1 to this Current Report. 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. HALLMARK FINANCIAL SERVICES, INC. Date: November 14, 2003 By: /s/ Scott K. Billings ------------------------- Scott K. Billings, Its Chief Financial Officer EX-99.1 3 exh99-1.txt PRESS RELEASE THIRD QUARTER 2003 EARNINGS RESULTS EXHIBIT 99.1 FOR IMMEDIATE RELEASE HALLMARK FINANCIAL SERVICES, INC. THIRD QUARTER 2003 EARNINGS RESULTS FORT WORTH, Texas, (November 14, 2003) - Hallmark Financial Services, Inc., ("The Company") today reported operating results for the third quarter 2003. Net income for the quarter ended September 30, 2003 was $0.2 million or $0.01 per diluted share, as compared to net income of $0.1 million or $0.01 per diluted share for the same period in 2002. For the nine months ended September 30, 2003, the Company reported net income of $9.2 million, or $0.71 per diluted share, as compared to a net loss of $1.3 million, or $0.12 per diluted share, for the nine months ended September 30, 2002. Income before the extraordinary gain related to the Phoenix Indemnity Insurance Company ("Phoenix") acquisition in the first quarter of 2003 and the cumulative effect of a change in accounting principle recorded in 2002 was $1.1 million for the nine months ended September 30, 2003 as compared to $0.4 million for the same period in 2002. Total revenues were $16.4 million and $53.1 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to $6.1 million and $17.1 million for the corresponding 2002 periods. Current year revenue includes a $0.3 million impairment charge of a portion of Phoenix's investment portfolio. Phoenix purchased these investments prior to being acquired by the Company. The Company's improvement in third quarter 2003 earnings over 2002 were due to the acquisitions of Phoenix in January 2003 and the Commercial Lines Group in December 2002. The improvement in operating earnings also reflects improved loss ratios at the American Hallmark Insurance Group primarily as a result of increases in premium rates. "The insurance operations continued to perform well in the quarter," stated Timothy A. Bienek, President and COO. He added, "The successful completion of our rights offering in the quarter strengthened our capital base and positions us for additional growth opportunities." Hallmark Financial Services, Inc. engages primarily in the sale of property and casualty insurance products. The Company's business involves marketing, underwriting and premium financing of non-standard personal automobile insurance primarily in Texas, Arizona and New Mexico, marketing commercial insurance primarily in Texas, New Mexico, Idaho, Oregon and Washington, third party claims administration, and other insurance related services. The Company is headquartered in Fort Worth, Texas and its common stock is listed on the American Stock Exchange under the symbol "HAF.EC". Forward-looking statements in this Release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Act of 1995. Investors are cautioned that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risks and uncertainties including, but not limited to, continued acceptance of the Company's products and services in the marketplace, competitive factors, interest rate trends, the availability of financing, underwriting loss experience and other risks detailed from time to time in the Company's periodic report filings with the Securities and Exchange Commission. For further information, please contact: Timothy A. Bienek, President and COO at 817.348.1600 www.hallmarkgrp.com ------------------- HALLMARK FINANCIAL SERVICES, INC. AND CONSOLIDATED SUBSIDIARIES (In thousands, except earnings per share and shares outstanding) Selected Operating Results Three Months Ended September 30 ------------------------------- 2003 2002 ---------- ---------- Gross Premiums Written $ 6,640 $ 12,122 Total Revenues $ 16,366 $ 6,080 Pretax Income $ 286 $ 111 Income Tax Expense $ 66 $ 38 Net Income before Extraordinary Gain (Loss) $ 220 $ 73 Extraordinary Gain (Loss) $ - $ - Net Income $ 220 $ 73 Basic Earnings Per Share $ 0.01 $ 0.01 Diluted Earnings Per Share $ 0.01 $ 0.01 Weighted Average Shares Outstanding - Basic 15,166,125 11,049,133 ========== ========== Weighted Average Shares Outstanding - Diluted 15,372,410 11,109,849 ========== ========== Nine Months Ended September 30 ------------------------------ 2003 2002 ---------- ---------- Gross Premiums Written $ 36,404 $ 37,541 Total Revenues $ 53,131 $ 17,106 Pretax Income $ 1,556 $ 622 Income Tax Expense $ 498 $ 212 Net Income before Cumulative Effect of Change in Accounting Principle and Extraordinary Gain $ 1,058 $ 410 Cumulative Effect of Change in Accounting Principle $ - $ (1,694) Extraordinary Gain $ 8,116 $ - Net Income (Loss) $ 9,174 $ (1,284) Basic Earnings (Loss) Per Share $ 0.73 $ ( 0.12) Diluted Earnings (Loss) Per Share $ 0.71 $ (0.12) Weighted Average Shares Outstanding - Basic 12,501,448 11,049,133 ========== ========== Weighted Average Shares Outstanding - Diluted 12,811,343 11,147,786 ========== ========== -----END PRIVACY-ENHANCED MESSAGE-----