-----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, JW1+Wtk2sJ8wOC98To+tMdF0CmjFckVPV9rHbIaS2FiNw1mIwMz4ZavlvjpwpRlk GeMkGyJ6uYYwgCIs3EIJ4w== 0000926236-04-000048.txt : 20040331 0000926236-04-000048.hdr.sgml : 20040331 20040331102547 ACCESSION NUMBER: 0000926236-04-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040330 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040331 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: 04704008 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 hfs03q4-8k.txt CURRENT REPORT - RESULTS FOR THE FOURTH QUARTER AND YEAR-ENDED DECEMBER 31, 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): March 30, 2004 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 March 30, 2004 Item 9. Regulations FD Disclosure. On March 30, 2004, the Registrant issued a press release announcing its financial results for the fourth quarter and year-ended December 31, 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 March 30, 2004, the Registrant issued a press release announcing its financial results for the fourth quarter and year-ended December 31, 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: March 30, 2004 By: /s/ Mark J. Morrison ------------------------- Mark J. Morrison, Its Chief Financial Officer EX-99.1 3 exh99-1.txt PRESS RELEASE FOURTH QUARTER AND YEAR 2003 EARNINGS RESULTS EXHIBIT 99.1 FOR IMMEDIATE RELEASE HALLMARK FINANCIAL SERVICES, INC. FOURTH QUARTER AND YEAR 2003 EARNINGS RESULTS FORT WORTH, Texas, (March 30, 2004) - Hallmark Financial Services, Inc., ("The Company") today reported operating results for the fourth quarter and year ended December 31, 2003. Net loss for the quarter ended December 31, 2003 was $0.4 million or $0.01 per diluted share, as compared to a net loss of $0.4 million or $0.04 per diluted share for the same period in 2002. For the year ended December 31, 2003, the Company reported net income of $8.7 million, or $0.46 per diluted share, as compared to a net loss of $1.7 million, or $0.15 per diluted share, for the year ended December 31, 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, for the year ended December 31, 2003 was $0.7 million, as compared to breakeven results for the same period in 2002. Total revenues were $16.4 million and $69.6 million for the fourth quarter and year ended December 31, 2003, respectively, as compared to $8.7 million and $25.8 million for the corresponding 2002 periods. The net loss reported for the fourth quarter 2003 includes an accrual for a settlement of a bad faith claim in Phoenix in the amount of $2.1 million before tax and after considering reinsurance. "The bad faith claim against Phoenix was a big disappointment in what would have otherwise been the most profitable quarter ever reported by Hallmark on an operating basis. We are, nonetheless, pleased to have the matter behind us. We are now focused intently on realizing the benefits in 2004 of the many positive improvements achieved this past year. We more than doubled the size of the Company in both revenue and surplus, added a new line of business, expanded into new states and strengthened our management team, all of which significantly enhance Hallmark's future prospects," stated Mark E. Schwarz, Chief Executive Officer. Hallmark Financial Services, Inc. engages primarily in 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: Mark E. Schwarz, Chief Executive Officer at 817.348.1600 www.hallmarkgrp.com ------------------- HALLMARK FINANCIAL SERVICES, INC. AND CONSOLIDATED SUBSIDIARIES (In thousands, except earnings per share) Selected Operating Results Three Months Ended December 31 ------------------------------ 2003 2002 ---------- ---------- Gross Premiums Written $ 6,934 $ 14,101 Total Revenues $ 16,428 $ 8,690 Pretax Income (Loss) $ (870) $ (587) Income Tax Expense $ (473) $ (199) Income before Extraordinary Gain (Loss) $ (397) $ (388) Extraordinary Gain (Loss) $ (32) $ - Net Income $ (429) $ (388) Basic Earnings Per Share $ (0.01) $ (0.04) Diluted Earnings Per Share $ (0.01) $ (0.04) Twelve Months Ended December 31 ------------------------------- 2003 2002 ---------- ---------- Gross Premiums Written $ 43,338 $ 51,643 Total Revenues $ 69,559 $ 25,797 Pretax Income $ 686 $ 36 Income Tax Expense $ 25 $ 13 Income before Cumulative Effect of Change in Accounting Principle and Extraordinary Gain $ 661 $ 23 Cumulative Effect of Change in Accounting Principle $ - $ (1,694) Extraordinary Gain $ 8,084 $ - Net Income (Loss) $ 8,745 $ (1,671) Basic Earnings (Loss) Per Share $ 0.47 $ (0.15) Diluted Earnings (Loss) Per Share $ 0.46 $ (0.15) -----END PRIVACY-ENHANCED MESSAGE-----