-----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, RsYo/m70yjj84rqti1gq9nCACVCr8Ft9tK1Mo9ZpgklktbJHHlU23FKvsur1j2i6 tmU9wMbepqF71gUqMEA30g== 0000926236-05-000141.txt : 20051108 0000926236-05-000141.hdr.sgml : 20051108 20051108151607 ACCESSION NUMBER: 0000926236-05-000141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051107 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051108 DATE AS OF CHANGE: 20051108 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: 001-11252 FILM NUMBER: 051186123 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 hfs05q3-8k.txt RESULTS FOR THE THIRD QUARTER 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 7, 2005 HALLMARK FINANCIAL SERVICES, INC. --------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada --------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-16090 87-0447375 --------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 777 Main Street, Suite 1000, Fort Worth, Texas 76102 --------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 817-348-1600 --------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable --------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On November 7, 2005, the Registrant issued a press release announcing its financial results for the third quarter 2005. A copy of the Registrant's press release is attached as Exhibit 99.1 to this Current Report. Item 9.01 Financial Statements and Exhibits ( c) Exhibits. 99.1 Press release dated November 7, 2005 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 duly authorized. HALLMARK FINANCIAL SERVICES, INC. Date: November 7, 2005 By: /s/ Mark J. Morrison ----------------------------------------- Mark J. Morrison, Chief Operating Officer & Chief Financial Officer EX-99.1 2 exh99-1.txt PRESS RELEASE THIRD QUARTER 2005 EARNINGS RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE HALLMARK FINANCIAL SERVICES, INC. THIRD QUARTER 2005 EARNINGS RESULTS FORT WORTH, Texas, (November 7, 2005) - Hallmark Financial Services, Inc. today reported operating results for the third quarter ended September 30, 2005. During the third quarter of fiscal 2005, total revenues of the Company were $25.2 million, representing a 60.9% increase over the $15.6 million in total revenues for the comparable period of fiscal 2004. For the first nine months of fiscal 2005, total revenues of the Company were $60.4 million, representing a 28.3% increase over the $47.1 million in total revenues for the comparable period in fiscal 2004. For the three months ended September 30, 2005, the Company reported net income of $2.5 million, representing a 60.3% increase over the $1.5 million reported in the third quarter of 2004. For the first nine months of fiscal 2005, the Company reported net income of $6.3 million, representing a 41.5% increase over the $4.4 million reported in the comparable period in fiscal 2004. On a diluted per share basis, net income was $0.03 and $0.10 for the three and nine months ended September 30, 2005, respectively, as compared to $0.04 and $0.10 for the same period in the prior year. During the second quarter of 2005 the Company issued 50.0 million shares in a shareholder rights offering, which diluted the per share results in 2005 as compared to 2004. "The record earnings for the third quarter of 2005 reflect the continued success of various initiatives implemented in the past two and a half years," stated Mark E. Schwarz, Chief Executive Officer. "The increase in total revenues for the quarter ended September 30, 2005, as compared to the third quarter of fiscal 2004, was mostly attributable to the retention of the commercial insurance premium on American Hallmark Insurance Company that was previously produced for a third party insurer," stated Mark J. Morrison, Chief Operating Officer & Chief Financial Officer. "The increase in net income for the third quarter of 2005 versus the same period in 2004 reflects continuing favorable loss development as a result of ongoing initiatives to improve underwriting performance in both operating units, increased premium retention and additional investment income from the successful completion of our capital plan at the end of the second quarter," Mr. Morrison concluded. Hallmark Financial Services, Inc. engages primarily in sale of property and casualty insurance products. The Company's business involves marketing and underwriting of non-standard personal automobile insurance primarily in Texas, Arizona and New Mexico, marketing and underwriting commercial insurance primarily in Texas, New Mexico, Idaho, Oregon, Montana 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". 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 J. Morrison, Chief Operating Officer at 817.348.1600 www.hallmarkgrp.com ------------------- Hallmark Financial Services, Inc. Consolidated Statements of Operations (Unaudited) ($ in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30 September 30 ------------------ ------------------ 2005 2004 2005 2004 ------- ------- ------- ------- Gross premiums written $ 43,512 $ 7,410 $ 62,985 $ 23,174 Ceded premiums written (552) - (552) 25 ------- ------- ------- ------- Net premiums written 42,960 7,410 62,433 23,199 Change in unearned premiums (23,936) 54 (23,706) 473 ------- ------- ------- ------- Net premiums earned 19,024 7,464 38,727 23,672 Investment income, net of expenses 1,412 371 2,274 994 Realized gain (loss) 93 (57) 52 (57) Finance charges 487 561 1,536 1,644 Commission and fees 3,094 5,745 13,534 16,235 Processing and service fees 1,048 1,556 4,252 4,560 Other income 9 6 22 21 ------- ------- ------- ------- Total revenues 25,167 15,646 60,397 47,069 Losses and loss adjustment expenses 11,043 4,451 22,584 14,100 Other operating costs and expenses 9,897 8,903 27,752 26,346 Interest expense 559 16 664 61 Amortization of intangible asset 17 7 31 21 ------- ------- ------- ------- Total expenses 21,516 13,377 51,031 40,528 Income before tax 3,651 2,269 9,366 6,541 Income tax expense 1,178 726 3,074 2,093 ------- ------- ------- ------- Net income $ 2,473 $ 1,543 $ 6,292 $ 4,448 ======= ======= ======= ======= Net income per share: Basic $ 0.03 $ 0.04 $ 0.10 $ 0.10 ======= ======= ======= ======= Diluted $ 0.03 $ 0.04 $ 0.10 $ 0.10 ======= ======= ======= ======= -----END PRIVACY-ENHANCED MESSAGE-----