AMERICAN PHYSICIANS SERVICE GROUP INC
10-Q, 2000-05-12
MANAGEMENT SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                     FOR THE PERIOD ENDED MARCH 31, 2000

                                       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                         APRIL 30, 2000
     --------------------                       ----------------
Common Stock, $.10 par value                        2,745,233

============================================================================

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION



                                       -2-

<PAGE>

                     AMERICAN PHYSICIANS SERVICE GROUP, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands)

                                                     Three Months Ended
                                                           March 31,
                                                   ------------------------
                                                      2000          1999
                                                   ----------    ----------
REVENUES:

  Financial services                                 $4,319        $2,909
  Insurance services                                  1,275         1,194
  Consulting                                            655            --
  Real estate                                           213           189
  Investments and other                                  95            79
                                                   ----------    ----------
    Total revenue                                     6,557         4,371

EXPENSES:

  Financial services                                  3,711         2,558
  Insurance services                                  1,275         1,346
  Consulting                                            589            --
  Real estate                                           139           141
  General and administrative                            436           441
  Interest                                               78            34
                                                   ----------    ----------
    Total expenses                                    6,228         4,520
                                                   ----------    ----------

Operating income (loss)                                 329          (149)

Equity in earnings of
  unconsolidated affiliates (Note 3)                    471           518
                                                   ----------    ----------
Earnings from continuing
  operations before income taxes
  and minority interest                                 800           369

Income tax expense                                      286           126

Minority interest                                         9            25
                                                   ---------      ---------
Earnings from continuing

  operations                                            523           268

Discontinued operations:
  Earnings from discontinued operations
   net of income tax of $0 and $32 in
   2000 and 1999, respectively.                          --            63

                                                   ----------    ----------
NET EARNINGS                                          $ 523         $ 331
                                                   ==========    ==========


See accompanying notes to consolidated financial statements

                                     - 3 -

<PAGE>

                    AMERICAN PHYSICIANS SERVICE GROUP, INC.
            CONSOLIDATED STATEMENT OF EARNINGS PER SHARE (UNAUDITED)

(In thousands, except per share amounts)

EARNINGS PER COMMON SHARE:

                                                      Three Months Ended
                                                           March 31,
                                                   ------------------------
                                                      2000           1999
                                                   ---------      ---------
Basic:
 Earnings from continuing

  operations                                         $ 0.20        $ 0.07

 Discontinued operations                                 --          0.01
                                                   ---------     ---------
  Net earnings                                       $ 0.20          0.08
                                                   =========     =========

Diluted:
 Earnings from continuing

  opertions                                          $ 0.19          0.05

 Discontinued operations                                 --          0.01
                                                   ---------     ---------
  Net earnings                                       $ 0.19        $ 0.06
                                                   =========     =========


Basic weighted average shares outstanding             2,667         4,080
                                                   =========     =========

Diluted weighted average shares outstanding           2,750         5,133
                                                   =========     =========





See accompanying notes to consolidated financial statements

                                      - 4 -

<PAGE>

                     AMERICAN PHYSICIANS SERVICE GROUP, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(In thousands)

                                             March 31,             December 31,
                                               2000                    1999
                                           -------------          -------------
ASSETS

Current Assets:
  Cash and cash investments                      $3,194                 $2,275
  Cash - restricted                                  --                    376
  Trading account securities                        434                    372
  Management fees and other receivables           1,486                  1,344
  Notes receivable, net - current                   158                    270
  Deposit with clearing broker                    1,036                  1,042
  Receivable from clearing broker                   101                    147
  Prepaid expenses and other                        358                    279
  Federal income tax receivable                      --                    200
  Deferred income tax asset                         763                    633
                                           -------------          -------------
      Total current assets                        7,530                  6,938



Notes receivable, less current portion            4,322                  4,937
Property and equipment                            1,745                  1,820
Investment in affiliates (Note 3)                12,567                 12,096
Other investments                                 6,081                  6,078
Goodwill                                            558                    573
Other assets                                        217                    219
                                           -------------          -------------
Total Assets                                    $33,020                $32,661
                                           =============          =============





See accompanying notes to consolidated financial statements

                                      - 5 -

<PAGE>

                     AMERICAN PHYSICIANS SERVICE GROUP, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands)

                                                 March 31,         December 31,
                                                   2000                 1999
                                                -----------         -----------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Accounts payable - trade                          $1,729               $1,242
  Payable to clearing broker                         1,003                  624
  Notes payable - short term                            --                   12
  Income taxes payable                                  22                   --
  Accrued incentive compensation                       311                  818
  Accrued expenses and other
     liabilities (Note 4)                            2,627                2,923
                                                 -----------        -----------
      Total current liabilities                      5,692                5,619

Net deferred income tax liability                    2,916                2,730
Notes payable - long term                            2,854                3,298
                                               -----------          -----------
      Total liabilities                             11,462               11,647

Minority interest                                       39                   48

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 2,745,233
    at 3/31/00 and 2,745,033 at 12/31/99               278                  278
  Additional paid-in capital                         5,869                5,845
  Retained earnings                                 15,931               15,402
  Less: Common stock of parent company
        held by a subsidiary                          (559)                (559)
                                               -----------          -----------
      Total shareholders' equity                    21,519               20,966

Total Liabilities and Shareholders' Equity         $33,020              $32,661
                                               ===========          ===========




See accompanying notes to consolidated financial statements

                                      - 6 -

<PAGE>

                     AMERICAN PHYSICIANS SERVICE GROUP, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)
                                                         Three Months Ended
                                                              March 31,
                                                      2000               1999
                                                  -----------        -----------
Cash flows from operating activities:

  Cash received from customers                        $6,317             $4,962
  Cash paid to suppliers and employees                (6,372)            (5,328)
  Change in trading account securities                   (62)               104
  Change in receivable from clearing broker              431                (62)
  Interest paid                                          (78)               (34)
  Income taxes paid                                       --               (330)
  Interest, dividends and other investment
    proceeds                                              98                 79
                                                  -----------        -----------
      Net cash provided by (used in)
        operating activities                             334               (609)

Cash flows from investing activities:

  Proceeds from sale of property and equipment            13                 --
  Payments for purchase property and equipment           (24)               (12)
  Discontinued operations                                 --                 96
  Funds loaned to others                                (670)            (2,503)
  Collection of notes receivable                       1,340                963
  Other                                                    7                (14)
                                                  -----------        -----------
    Net cash provided by/(used in)
      investing activities                               666             (1,470)

Cash flows from financing activities:

  Proceeds from borrowings                               307              1,600
  Payment of long term debt                             (764)                --
  Purchase/retire treasury stock                          --                (25)
                                                  -----------        -----------
    Net cash provided by/(used in)
      financiang activities                             (457)             1,575
                                                  -----------        -----------

Net change in cash and cash equivalents                 $543              ($504)
                                                  -----------        -----------

Cash and cash equivalents at beginning of period       2,651              3,214
                                                  -----------        -----------
Cash and cash equivalents at end of period            $3,194             $2,710
                                                  ===========        ===========





See accompanying notes to consolidated financial statements

                                      - 7 -

<PAGE>

                     AMERICAN PHYSICIANS SERVICE GROUP, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(In thousands)
                                                          Three Months Ended
                                                                March 31,
                                                         2000            1999
                                                      ---------        ---------
Reconciliation of net earnings to net cash from operating activities:

Net earnings                                             $523              $331

Adjustments to reconcile net earnings to net cash from operating activities:

Depreciation and amortization                             157               150
Provision for bad debts                                   129                42
Earnings from discontinued operations                      --               (96)
Minority interest in consolidated earnings                 (9)              (25)
Undistributed earnings of affiliate                      (471)             (518)
Write-off of fixed assets                                   2                --
Change in federal income tax payable                      222              (405)
Provision for deferred tax asset                           56               233
Change in trading securities                              (62)              104
Change in payable to clearing broker                      431               (62)
Change in management fees & other receivables            (142)              669
Change in prepaids & other current assets                 (79)               77
Change in trade payables                                  487               (71)
Change in accrued expenses & other liabilities           (910)           (1,038)
                                                     ---------         ---------

   Net cash from operating activities                  $  334             ($609)
                                                     =========         =========



See accompanying notes to consolidated financial statements

                                      - 8 -

<PAGE>

                     AMERICAN PHYSICIANS SERVICE GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2000
                                   (Unaudited)



1.  GENERAL

The accompanying  unaudited consolidated financial statements have been prepared
in conformity with the generally accepted accounting principles described in the
audited  financial  statements  for the year ended December 31, 1999 and reflect
all  adjustments  which are, in the opinion of management,  necessary for a fair
statement  of the  financial  position  as of March 31,  2000 and the results of
operations for the periods presented.  These statements have not been audited 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-K  for the year  ended  December  31,  1999  filed  with the
Securities Exchange Commission should be read in conjunction with this Quarterly
Report on Form 10-Q.  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 2000 presentation.

2.  CONTINGENCIES

In  conjunction  with  a  settlement  agreement,   the  Company's  broker/dealer
subsidiary,  APS  Financial,   guaranteed  the  future  yield  of  a  customer's
investment  portfolio  beginning in November  1994 for up to a five and one-half
year period ending in May,  2000. On April 28, 2000 the Company  liquidated  the
holdings in the  customer's  investment  portfolio  and tendered  payment to the
customer.  Reflected in this period's  Form 10-Q is a charge to income  totaling
$129,000 which represents the shortfall in the portfolio after liquidation.

                                      - 9 -
<PAGE>

3.  EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES

At March 31, 2000 the Company owned 14.4% (2,344,000  shares) of the outstanding
common stock of Prime Medical Services, Inc. ("Prime").  The Company records its
pro-rata share of Prime's  results on the equity  method.  Prime is primarily in
the business of providing  lithotripsy and refractive  vision surgery  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.

Effective  June 30, 1999 the Company  merged its interest in Syntera  HealthCare
Corporation ("Syntera") with FemPartners, Inc. As a result the Company no longer
accounts for its pro-rata share of Syntera on the equity basis, but rather,  now
accounts  for its twelve  percent  interest in the merged  companies on the cost
basis.

4.  ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consists of the following:

                                               March 31          December 31
                                                 2000                1999
                                                 ----                ----
Taxes payable                               $   64,000              160,000
Deferred income (Note 7)                       549,000              528,000
Contractual/legal claims                     1,537,000            1,409,000
Vacation payable                               116,000              116,000
Funds held for others                           25,000              402,000
APS Systems disposition costs
  discontinued operations )                     10,000               10,000
Other                                          326,000              298,000
                                             ---------             --------
                                            $2,627,000            2,923,000
                                             =========            =========



6.   EARNINGS PER SHARE

Basic  earnings per share is based on the weighted  average  shares  outstanding
without any dilutive  effects  considered.  Diluted  earnings per share  reflect
dilution  from  all  contingently   issuable  shares,   including   options  and
convertible debt. A reconciliation of income and average shares outstanding used
in the  calculation  of basic and  diluted  earnings  per share from  continuing
operations follows:

                                     - 10 -
<PAGE>

6.  EARNINGS PER SHARE, continued

                                      For the Three Months Ended March 31, 2000
                                     ------------------------------------------
                                      Income          Shares          Per Share
                                    (Numerator)    (Denominator)        Amount

Earnings from
 continuing operations              $ 523,000

Basic EPS
 Income available to
    common stockholders               523,000        2,667,000           $0.20

Effect of Dilutive Securities              --           83,000
                                      -------        ---------

Diluted EPS
 Income available to
    common stockholders and
    assumed conversions             $ 523,000        2,750,000           $0.19
                                     ========        =========            ====



                                     For the Three Months Ended March 31, 1999
                                    -------------------------------------------
                                     Income            Shares         Per Share
                                   (Numerator)       (Denominator)      Amount
Earnings from continuing
   operations                      $ 268,000

Discontinued Operations               63,000
                                     --------
Basic EPS
   Income available to               331,000           4,080,000        $ 0.08
    Common stockholders

Effect of dilutive securities
   Options                                --              32,000
   Contingently issuable shares      (14,000)          1,021,000
                                     --------          ---------

Diluted EPS
   Income available to common
    stockholders and assumed
    conversions                    $ 317,000           5,133,000        $ 0.06
                                     =======           =========          ====



                                     - 11 -
<PAGE>

6.       EARNINGS PER SHARE, continued

         Unexercised  employee  stock  options to  purchase  649,900 and 985,500
         shares of the  Company's  common  stock as of March 31,  2000 and 1999,
         respectively,  were not  included  in the  computations  of diluted EPS
         because the effect would be antidilutive.

7.       DEFERRED INCOME

         The  Company  collects   commissions  on  certain  medical  malpractice
         insurance policies.  Such commissions are collected in advance.  Income
         is earned  ratably  on the  policy  over the  course of the life of the
         policy,  typically twelve months.  Commissions which are not yet earned
         are recorded as deferred income on the balance sheet.

8.       Segment Information

         The  Company's  segments  are  distinct  by type of  service  provided.
         Comparative  financial data for the three month periods ended March 31,
         2000 and 1999 are shown as follows:

                                                          March 31,
                                              ----------------------------------
                                                  2000                 1999
         Operating Revenues:                   ------------       --------------
             Investment services                 4,319,000           2,909,000
             Insurance services                  1,275,000           1,194,000
             Consulting                            655,000                  --
             Real estate                           263,000             232,000
             Corporate                              96,000              79,000
                                                 ----------          ----------
                                                $6,607,000          $4,414,000
                                                 ==========          ==========
         Reconciliation to Consolidated
           Statement of Earnings:

             Total segment revenues             $6,607,000          $4,414,000
             Less:  Intercompany profits           (50,000)            (43,000)
                                                -----------          ----------
                  Total Revenues                $6,557,000           $4,371,000
                                                ===========           =========







                                     - 12 -
<PAGE>

8.  SEGMENT INFORMATION, (continued)
    -------------------

    Operating Profit (Loss)
        Investment services                        595,000             349,000
        Insurance services                              --            (152,000)
        Consulting                                  65,000                  --
        Real estate                                 74,000              48,000
        Corporate                                 (405,000)           (394,000)
                                                  --------             -------
                                                 $ 329,000           $(149,000)
                                                  ========             =======

    Total segment operating profits/(loss)         329,000            (149,000)


    Equity in earnings of affiliates               471,000             518,000
                                                   -------             -------
    Earnings from continuing operations
      before income taxes and minority
      interests                                    800,000             369,000

    Income tax expense                            (286,000)           (126,000)
    Minority interests                               9,000              25,000
                                                  --------             -------
    Earnings from continuing operations            523,000             268,000
                                                  --------             -------
    Net profit from discontinued
      operations, net of income tax                     --              63,000
                                                  --------             -------

    Net income                                   $ 523,000            $331,000
                                                   =======             =======





                                     - 13 -

<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                       CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

         All statements past and future, written or oral, made by the Company or
its officers,  directors,  shareholders,  agents,  representatives or employees,
including without limitation,  those statements contained in this Report on Form
10-Q, that are not purely historical are  forward-looking  statements within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities Exchange Act of 1934,  including  statements  regarding the Company's
expectations,   hopes,   intentions   or   strategies   regarding   the  future.
Forward-looking  statements  may  appear in this  document  or other  documents,
reports,  press releases,  and written or oral presentations made by officers of
the Company to shareholders,  analysts,  news  organizations or others.  Readers
should  not  place   undue   reliance   on   forward-looking   statements.   All
forward-looking statements are based on information available to the Company and
the declarant at the time the forward-looking statement is made, and the Company
assumes no  obligation  to update  any such  forward-looking  statements.  It is
important to note that the Company's actual results could differ materially from
those described in such forward-looking statements. In addition to any risks and
uncertainties  specifically  identified in connection with such  forward-looking
statements,  the reader should  consult the Company's  reports on previous Forms
10-Q and other  filings  under  the  Securities  Act of 1933 and the  Securities
Exchange  Act of 1934,  for factors  that could cause  actual  results to differ
materially from those presented.

         Forward-looking statements are necessarily based on various assumptions
and estimates  and are  inherently  subject to various risks and  uncertainties,
including  risks and  uncertainties  relating to the possible  invalidity of the
underlying  assumptions  and estimates and possible  changes or  developments in
social, economic, business, industry, market, legal and regulatory circumstances
and  conditions  and  actions  taken or  omitted  to be taken by third  parties,
including   customers,   suppliers,   business   partners  and  competitors  and
legislative,   judicial  and  other  governmental   authorities  and  officials.
Assumptions  relating to the foregoing involve judgements with respect to, among
other things,  future  economic,  competitive  and market  conditions and future
business  decisions,  all of  which  are  difficult  or  impossible  to  predict
accurately  and many of which are beyond the  control of the  Company.  Any such
assumptions could be inaccurate and,  therefore,  there can be no assurance that
any  forward-looking  statements  by the  Company  or its  officers,  directors,
shareholders,    agents,   representatives   or   employees,   including   those
forward-looking  statements contained in this Report on Form 10-Q, will prove to
be accurate.

RESULTS OF OPERATIONS

REVENUES

         Revenues from  operations  increased  $2,186,000  (50.0%) for the three
month period ended March 31, 2000 compared to the same period in 1999.  Revenues
increased at all segments in the current  period  compared to the same period in
1999.

                                     - 14 -
<PAGE>


         Financial services revenues increased  $1,410,000 (48.5%) for the three
month  period  ended  March 31, 2000  compared  to the same period in 1999.  The
increase  was  due to  greater  commission  income  at APS  Financial  Corp.,  a
broker/dealer division of APS Investment Services,  Inc. The increase in current
quarter  commission  income is the result of successfully  producing  additional
business  through  broker sales  efforts aided by  internally  generated  market
research. The Company's brokers have achieved an increased number of accounts as
they have become more established in the business,  through referrals and direct
solicitation   marketing.   Internal  market  research   contributes  to  higher
commissions  by  providing  additional  investment  ideas to be  marketed by the
brokers to a greater number of customers. During the first three months of 2000,
APS Financial  employed two research analysts compared to one in the same period
in 1999.

         Insurance  services revenues from  premium-based  insurance  management
fees  increased  $81,000  (6.7%) for the three month period ended March 31, 2000
compared to the same period in 1999. The increase in the current year was due to
an increase in commissions earned on a higher volume of new business.  Partially
offsetting  the  revenue  increase  was  lower  commissions  earned  on  renewal
business.  Renewal  business  declined as a result of raising premiums to reduce
the effective underwriting loss ratio. Although the premium increase will result
in fewer renewals and lower revenues,  the profitability per renewed policy will
be greater.

         Consulting  revenue increased $655,000 for the three month period ended
March 31, 2000  compared  to the same period in 1999.  Since the Company did not
begin  consolidating  the financial  results of APS  Consulting  until the third
quarter of 1999,  no revenues  were  recorded  during the first three  months of
1999.

         Real estate  revenues  increased  $24,000  (12.4%) for the three period
ended March 31,  2000  compared  to the same  period in 1999.  The current  year
increase is primarily the result of an increase in rent charged to the Company's
tenants.  As of March 31, 2000 the occupancy rate of the building space owned by
the  Company  was 100%.  With the  continued  strength of the Austin real estate
market, rent revenues should be secure for the foreseeable future.

         Investment  and other income  increased  $17,000  (21.9%) for the three
month  period  ended  March 31, 2000  compared  to the same period in 1999.  The
increase  in the current  quarter  was the result of a rise in  interest  income
resulting  from line of credit  loans  granted to the  Company's  former  OB/GYN
management  affiliate,  Syntera  HealthCare  Corporation,  and to Uncommon Care,
Inc., a  privately-held  developer  and operator of dedicated  Alzheimer's  care
facilities in which the Company has a preferred stock investment.

EXPENSES

         Total operating  expenses  increased  $1,664,000  (37.1%) for the three
month period ended March 31, 2000 compared to the same period in 1999.  Expenses
at the financial  services and consulting  segments  increased while expenses at
the insurance  services,  real estate and investments  segments decreased in the
current period.

                                     - 15 -
<PAGE>

         Financial  services expense increased  $1,153,000 (45.1%) for the three
month  period  ended  March 31, 2000  compared  to the same period in 1999.  The
primary  reason for the current year three month  increase is higher  commission
expense resulting from an increase in commission  revenue at APS Financial,  the
broker/dealer division of APS Investment Services, Inc.

         Insurance  services  expenses at the  insurance  management  subsidiary
decreased  $71,000  (5.3%) for the three month period March 31, 2000 compared to
the same period in 1999. The current  period  decrease is due primarily to lower
personnel  costs  resulting  from charging out a greater  amount of  Information
Services'  payroll  costs  internally  to the  other  Company  subsidiaries.  In
addition,  a reduction  in the amount of incentive  compensation  accrued in the
first three months of 2000 further decreased personnel costs.

         Real estate expenses decreased $2,000 (1.4%) for the three month period
March  31,  2000  compared  to the same  period in 1999  primarily  due to lower
depreciation  resulting from some assets  becoming fully  depreciated  since the
first quarter of 1999.

         General and  administrative  expense  decreased  $5,000  (1.2%) for the
three month  period  ended  March 31, 2000  compared to the same period in 1999.
Personnel costs were lower in the current period due to a decrease in management
incentive paid.  Professional fees were also lower as legal fees associated with
the Consolidated Eco-Systems note were incurred during the first three months of
1999.  Partially offsetting these decreases was a charge incurred in the current
period to cover a shortfall in the portfolio of a certain  investor whose return
on investment was guaranteed by the Company.

         Interest expense  increased $44,000 (130.4%) for the three month period
ended March 31, 2000  compared to the same period in 1999.  The primary cause of
the current  period rise is an increase of $1,225,000  in the Company's  line of
credit payable.

EQUITY IN EARNINGS/(LOSS) OF UNCONSOLIDATED AFFILIATES

         The  Company's  equity in  earnings  of Prime  Medical  Services,  Inc.
("Prime")  decreased  $88,000 (15.7%) for the three month period ended March 31,
2000  compared  to the same period in 1999.  Although  earnings at Prime were up
approximately 4% in the current period,  the Company holds a smaller  percentage
ownership in Prime resulting from the common stock exchanges to acquire treasury
shares  that  occurred  in the  second  quarter  of 1999.  As a result  of these
exchanges,  the Company's  percentage ownership of Prime dropped from an average
of 17.8% during the first three months of 1999 to an average of 14.2% during the
first three months of 2000.

                                     - 16 -
<PAGE>


         During the first three months of 1999, the Company recorded losses from
its equity investment in Syntera HealthCare  ("Syntera") totaling $41,000. As of
June 30, 1999 the Company merged its OB/GYN practice  management  affiliate with
another  unaffiliated  practice  management  company,  FemPartners,  Inc. and no
longer  records  its share of the gain or loss of Syntera  on the equity  basis.
Since the Company's  ownership  percentage in the merged  companies is currently
12%, it now accounts for its interest on the cost basis.

MINORITY INTEREST

         Minority  interest  represents the combination of two outside interests
in subsidiaries of the Company:  a twenty percent interest of Insurance Services
owned by Florida  Physicians  Insurance  Group,  Inc., an A-  (Excellent)  rated
insurance  company as rated by AM Best; and a five percent interest of APS Asset
Management,  a division of the financial services subsidiary of the Company (APS
Investment Services), owned by key individuals within APS Asset Management.

LIQUIDITY AND CAPITAL RESOURCES

         Current  assets   exceeded   current   liabilities  by  $1,838,000  and
$1,319,000 at March 31, 2000, and December 31, 1999,  respectively.  The primary
cause of the rise in working  capital is cash  collected from prior period loans
to Uncommon Care. This loan is recorded as a long-term receivable.  In addition,
working capital was higher as a result of cash provided by operating activities.

         Capital  expenditures  through the three month  period  ended March 31,
2000 were approximately  $24,000.  Total capital expenditures are expected to be
approximately $125,000 in 2000.

         Historically,  the Company has  maintained a positive  working  capital
position and, has been able to satisfy its operational  and capital  expenditure
requirements  with cash generated  from its operating and investing  activities.
These same sources of funds have also  allowed the Company to pursue  investment
and expansion  opportunities  consistent  with its growth plans.  To further its
ability to meet its liquidity  requirements  and to accelerate  its growth,  the
Company  established  a revolving  line of credit with Bank of America.  In May,
1999  the  amended  total  funds  available  to the  Company  was  lowered  from
$10,000,000 to  $7,500,000.  Funds advanced under the agreement bear interest at
the prime rate less 1/4%. The Company will pledge shares of Prime Medical to the
bank as funds are  advanced  under the line.  A balance of  $2,825,000  was owed
under this  credit line as of March 31,  2000.  The  Company  believes  that its
positive  working  capital  position  together with its ability to draw upon its
line of credit will  provide  sufficient  working  capital  for its  foreseeable
future needs.

New Accounting Pronouncements

None

                                     - 17 -

<PAGE>

                                    PART II

                               OTHER INFORMATION




                                     - 18 -

<PAGE>

Item 1. LEGAL PROCEEDINGS

         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 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits
                  None

(b)      Current reports on Form 8-K.

                  None


                                     - 19 -

<PAGE>

                                   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: May 12, 2000               By:  /s/     William H. Hayes
                                      --------------------------------------
                                      William H. Hayes, Vice President
                                       and Chief Financial Officer



                                     - 20 -

<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
     MARCH 31, 2000 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
     TO SUCH FINANCIAL STATEMENTS.

</LEGEND>

<MULTIPLIER>                         1,000

<S>                                  <C>
<PERIOD-TYPE>                        3-MOS
<FISCAL-YEAR-END>                    DEC-31-2000
<PERIOD-START>                       JAN-01-2000
<PERIOD-END>                         MAR-31-2000
<CASH>                               3,194
<SECURITIES>                         434
<RECEIVABLES>                        158
<ALLOWANCES>                         0
<INVENTORY>                          0
<CURRENT-ASSETS>                     7,530
<PP&E>                               3,928
<DEPRECIATION>                       2,184
<TOTAL-ASSETS>                       33,020
<CURRENT-LIABILITIES>                5,692
<BONDS>                              0
                0
                          0
<COMMON>                             278
<OTHER-SE>                           21,241
<TOTAL-LIABILITY-AND-EQUITY>         33,020
<SALES>                              0
<TOTAL-REVENUES>                     6,557
<CGS>                                155
<TOTAL-COSTS>                        6,237
<OTHER-EXPENSES>                     222
<LOSS-PROVISION>                     129
<INTEREST-EXPENSE>                   78
<INCOME-PRETAX>                      800
<INCOME-TAX>                         286
<INCOME-CONTINUING>                  523
<DISCONTINUED>                       0
<EXTRAORDINARY>                      0
<CHANGES>                            0
<NET-INCOME>                         523
<EPS-BASIC>                          0.20
<EPS-DILUTED>                        0.19



</TABLE>


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