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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 quarterly period ended September 30, 2003
Commission File Number: 1-16349
INVESTORS CAPITAL HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3284631
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
230 Broadway
Lynnfield, Massachusetts 01940
(Address of principal executive offices)
(781) 593-8565
(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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Number of shares outstanding of our only class of common stock as of
November 14, 2003:
5,717,380
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, March 31,
2003 2003
----------------- ---------------
(Unaudited)
Assets
Cash and cash equivalents....................................... $7,470,048 $7,088,659
Accounts receivable............................................. 2,650,801 1,946,565
Property and equipment, net..................................... 517,931 525,174
Deposit with clearing organization, restricted.................. 175,000 175,000
Other assets.................................................... 114,792 165,589
Prepaid expenses................................................ 114,699 195,702
Receivables from officers....................................... 80,995 104,088
Investment in unconsolidated affiliate.......................... 78,513 64,495
Investments in available-for-sale securities.................... 48,770 42,195
Securities not readily marketable, at estimated fair value...... 47,500 47,500
Loans receivable from registered representatives................ 42,808 95,389
Marketable securities, at market value.......................... 29,730 132,471
Income taxes receivable......................................... - 60,113
----------------- ---------------
TOTAL ASSETS............................................... $11,371,587 $10,642,940
================= ===============
See Notes to Condensed Consolidated Financial Statements.
1
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS -- (CONTINUED)
September 30, March 31,
2003 2003
----------------- ----------------
(Unaudited)
Liabilities and Stockholders' Equity
Liabilities:
Commissions payable............................................. $ 1,511,206 $ 1,130,539
Accrued expenses................................................ 522,218 377,783
Accounts payable................................................ 425,893 438,572
NASD settlement payable......................................... 173,809 250,000
Securities sold, not yet purchased, at market value............. 123,440 107,273
Income taxes payable............................................ 53,458 -
Deferred income tax liability, net.............................. 31,448 28,032
Notes payable................................................... 7,895 62,101
----------------- ----------------
Total liabilities.......................................... 2,849,367 2,394,300
----------------- ----------------
Stockholders' Equity:
Common stock, $.01 par value, 10,000,000 shares authorized;
5,721,265 shares issued at September 30, 2003 and March 31,
2003; 5,717,380 shares outstanding at September 30, 2003 and
March 31, 2003............................................... 57,213 57,213
Additional paid-in capital...................................... 8,249,934 8,169,292
Retained earnings .............................................. 240,620 54,257
Treasury stock, at cost, 3,885 shares........................... (30,135) (30,135)
Accumulated other comprehensive income (loss)................... 4,588 (1,987)
----------------- ----------------
Total stockholders' equity............................... 8,522,220 8,248,640
----------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY............................................... $11,371,587 $10,642,940
================= ================
See Notes to Condensed Consolidated Financial Statements.
2
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
September 30,
--------------- ----------------
2003 2002
--------------- ----------------
Commissions and advisory fee income................................ $11,368,848 $8,192,633
Commissions and advisory fees...................................... 9,044,889 6,693,999
--------------- ----------------
Gross profit....................................................... 2,323,959 1,498,634
--------------- ----------------
Administrative and selling expenses:
Administrative.................................................. 1,693,703 1,266,889
Selling......................................................... 226,819 159,653
--------------- ----------------
Total administrative and selling expenses................... 1,920,522 1,426,542
--------------- ----------------
Operating income................................................... 403,437 72,092
--------------- ----------------
Other income (expense):
Interest income................................................. 79,322 82,939
Interest expense................................................ (4,001) (1,414)
Other income (expense).......................................... 2,311 (62,591)
--------------- ----------------
Net other income........................................... 77,632 18,934
--------------- ----------------
Income before taxes................................................ 481,069 91,026
Provision for income taxes......................................... 211,264 67,059
--------------- ----------------
Net income ........................................................ $269,805 $23,967
=============== ================
Basic and diluted earnings per common share:
Net income...................................................... $.05 $-
Share data:
Weighted average shares used in basic earnings
per common share ............................................... 5,717,380 5,717,380
Plus: Effect of dilutive stock options.............................. 144,339 73,469
--------------- ----------------
Weighted average shares used in diluted earnings
per common share ............................................... 5,861,719 5,790,849
=============== ================
See Notes to Condensed Consolidated Financial Statements.
3
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended
September 30,
-------------------------------------
2003 2002
--------------- ----------------
Commissions and advisory fee income................................ $21,008,129 $17,497,392
Commissions and advisory fees...................................... 17,139,830 14,374,317
--------------- ----------------
Gross profit....................................................... 3,868,299 3,123,075
--------------- ----------------
Administrative and selling expenses:
Administrative.................................................. 3,206,211 2,445,066
Selling......................................................... 446,013 361,681
--------------- ----------------
Total administrative and selling expenses................... 3,652,224 2,806,747
--------------- ----------------
Operating income................................................... 216,075 316,328
--------------- ----------------
Other income (expense):
Interest income................................................. 158,538 146,599
Interest expense................................................ (10,030) (4,394)
Other income (expense).......................................... 14,017 (69,376)
--------------- ----------------
Net other income........................................... 162,525 72,829
--------------- ----------------
Income before taxes................................................ 378,600 389,157
Provision for income taxes......................................... 192,237 195,391
--------------- ----------------
Net income ........................................................ $186,363 $193,766
=============== ================
Basic and diluted earnings per common share:
Net income...................................................... $ .03 $ .03
Share data:
Weighted average shares used in basic earnings
per common share ............................................... 5,717,380 5,717,380
Plus: Effect of dilutive stock options.............................. 126,180 73,469
--------------- ----------------
Weighted average shares used in diluted earnings
per common share ............................................... 5,843,560 5,790,849
=============== ================
See Notes to Condensed Consolidated Financial Statements.
4
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' equity
THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
Accumulated
Common Stock Additional Retained Other
--------- ------- Paid-In Earnings Treasury Comprehensive
Shares Amount Capital (Deficit) Stock (Loss) Total
--------- --------- ---------- ------------- ---------- ------------ ---------
Balance at July 1, 2002 5,721,265 $57,213 $8,135,347 $108,165 $(30,135) $(52,192) $8,218,398
Stock based compensation 7,100 7,100
Comprehensive income:
Net income 23,967
Net unrealized gain on securities 48,881
Comprehensive income 72,848
-------------------------------------------------------------------------------
Balance at September 30, 2002 5,721,265 $57,213 $8,142,447 $132,132 $(30,135) $(3,311) $8,298,346
===============================================================================
Balance at July 1, 2003 5,721,265 $57,213 $8,198,558 $(29,185) $(30,135) $3,358 $8,199,809
Stock based compensation 51,376 51,376
Comprehensive income:
Net income 269,805
Net unrealized gain on securities 1,230
Comprehensive income. 271,035
-------------------------------------------------------------------------------
Balance at September 30, 2003 5,721,265 $57,213 $8,249,934 $240,620 $(30,135) $4,588 $8,522,220
===============================================================================
See Notes to Condensed Consolidated Financial Statements.
5
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
Accumulated
Common Stock Additional Retained Other
--------- ------- Paid-In Earnings Treasury Comprehensive
Shares Amount Capital (Deficit) Stock (Loss) Total
--------- --------- ---------- ------------- ---------- ------------ ---------
Balance at April 1, 2002 5,721,265 $57,213 $8,135,347 $(61,634) $ (30,135) $(43,725) $8,057,066
Stock based compensation 7,100 7,100
omprehensive income:
Net income 193,766
Net unrealized gain on securities 40,414
Comprehensive income 234,180
-------------------------------------------------------------------------------
Balance at September 30, 2002 5,721,265 $57,213 $8,142,447 $132,132 $(30,135) $ (3,311) $8,298,346
===============================================================================
Balance at April 1, 2003 5,721,265 $57,213 $8,169,292 $54,257 $(30,135) $(1,987) $8,248,640
tock based compensation 80,642 80,642
Comprehensive income:
Net income 186,363
Net unrealized gain on securities 6,575
Comprehensive income 192,938
-------------------------------------------------------------------------------
Balance at September 30, 2003 5,721,265 $57,213 $8,249,934 $240,620 $(30,135) $4,588 $8,522,220
===============================================================================
See Notes to Condensed Consolidated Financial Statements.
6
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
September 30,
---------------------------------------
2003 2002
----------------- -----------------
Cash flows from operating activities:
Net income....................................................... $186,363 $193,766
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.............................. 67,382 56,141
Realized loss on securities................................ - 55,834
Change in deferred taxes..................................... 3,416 (10,432)
Stock option compensation.................................... 80,642 7,100
Change in marketable securities.............................. 102,741 (23,777)
Unrealized gain on investments............................... - (7,500)
Unrealized (gain) loss on investment in unconsolidated affiliates (14,018) 23,114
Increase in accounts receivable.............................. (704,236) (283,139)
Decrease in prepaid expenses and other assets................ 154,893 41,126
Decrease in income taxes receivable.......................... 60,113 -
Increase (decrease) in income taxes payable.................. 53,458 (23,127)
Increase (decrease) in accounts payable and other liabilities 3,488 (132,978)
Increase in accrued expenses................................. 144,435 238,199
Increase in commissions payable.............................. 380,667 31,985
----------------- -----------------
Net cash provided by operating activities................ 519,344 166,312
----------------- -----------------
Cash flows from investing activities:
Purchases of property and equipment.............................. (60,139) (19,894)
Decrease in loans receivable from registered representatives..... 52,581 64,470
----------------- -----------------
Net cash (used in) provided by investing activities....... (7,558) 44,576
----------------- -----------------
See Notes to Condensed Consolidated Financial Statements.
7
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
(UNAUDITED)
Six Months Ended
September 30,
------------------------------------------
2003 2002
------------------- ------------------
Cash flows from financing activities:
Payments on notes payable and NASD settlement.................... $ (130,397) $ (68,954)
------------------- ------------------
Net cash used in financing activities..................... (130,397) (68,954)
------------------- ------------------
Net increase in cash and cash equivalents............................... 381,389 141,934
Cash and cash equivalents, beginning of period.......................... 7,088,659 6,337,445
------------------- ------------------
Cash and cash equivalents, end of period................................ $7,470,048 $6,479,379
=================== ==================
Supplemental disclosures of cash flow information:
Interest paid...................................................... $10,030 $4,394
=================== ==================
Income taxes paid.................................................. $75,300 $228,950
=================== ==================
Transfer of security to securities not readily marketable from
receivable from officers..................................... $ - $30,000
=================== ==================
See Notes to Condensed Consolidated Financial Statements.
8
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization
Incorporated in July of 1995, Investors Capital Holdings, Ltd. ("ICH") is a
financial services holding company that operates through its three subsidiaries,
Investors Capital Corporation, Eastern Point Advisors and ICC Insurance Agency,
Inc. in two segments of the financial services industry. These two segments
provide for the offering of (1) services related to corporate equity and debt
securities, U.S. Government securities, municipal securities, mutual funds,
variable annuities, variable life insurance, market information, internet online
trading and portfolio tracking and records management and (2) financial planning
services, investment advisory and asset management services, along with the
management of a retail mutual fund. These products and services are offered
primarily through our network of independent registered representatives
throughout the United States.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
ICH have been prepared in accordance with accounting principles generally
accepted in the United States of America (GAAP) for interim financial
information and with the SEC instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by GAAP for complete
financial statements. In the opinion of management, these unaudited condensed
consolidated financial statements contain all adjustments, consisting of only
normal and recurring adjustments, necessary for a fair presentation of the
financial position and results of operations. Operating results for the three
and six month periods ending September 30, 2003 are not necessarily indicative
of the results that may be expected for the year ended March 31, 2004. The
balance sheet at March 31, 2003 has been derived from the audited financial
statements at that date, but does not include all of the information and
footnotes required by GAAP for complete financial statements. These unaudited
condensed consolidated financial statements should be read in conjunction with
the Company's annual audited financial statements as of March 31, 2003 included
in the Company's Form 10-K for the year ended March 31, 2003 filed with the
Securities and Exchange Commission.
Significant Accounting Policies
The significant accounting policies followed by the Company and its
subsidiaries in preparing its consolidated financial statements are set forth in
the Note 1 to the consolidated financial statements included in its Form 10-K
for the year ended March 31, 2003. The Company had made no changes to these
policies during this quarter.
9
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SEGMENT INFORMATION
The Company's reportable segments include investment services offered
through Investors Capital Corporation ("ICC") and asset management services
offered through Eastern Point Advisors, Inc. ("EPA"). This investment services
segment includes securities, insurance, financial planning and related services.
ICC earns commissions as a broker for its customers in the purchase and sale of
securities on major exchanges. Asset management services generate recurring
annual revenue from fees received on the management of customer accounts. EPA
provides asset management and portfolio design services to a mutual fund and a
variety of investors.
Segment data presented includes the allocation of all corporate overhead to
each segment. Inter-segment revenue and expense, and receivables and payables,
are eliminated between segments. Information concerning operations in the
Company's segments of business is as follows:
Three Months Ended
September 30,
-----------------------------------
2003 2002
--------------- ---------------
Non-interest revenues:
ICC............................... $10,732,366 $7,602,650
EPA............................... 636,482 589,983
--------------- ---------------
Total........................ $11,368,848 $8,192,633
=============== ===============
Revenues from transactions with other operating
segments:
ICC............................... $193,822 $173,915
EPA............................... 83,067 74,535
Intersegment elimination.......... (276,889) (248,450)
--------------- ---------------
Total........................ $ - $ -
=============== ===============
Interest income:
ICC............................... $41,516 $41,599
ICH............................... 37,806 41,340
--------------- ---------------
Total........................ $79,322 $82,939
=============== ===============
Depreciation and amortization expense:
ICC............................... $32,019 $25,471
EPA............................... 1,730 1,546
--------------- ---------------
Total........................ $33,749 $27,017
=============== ===============
10
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SEGMENT INFORMATION (Continued)
Three Months Ended
September 30,
-------------------------------------
2003 2002
---------------- ----------------
Income tax expense (benefit):
ICC............................... $244,195 $63,659
EPA............................... (71,000) (28,042)
ICH............................... 38,069 31,442
---------------- ----------------
Total........................ $211,264 $67,059
================ ================
Income (loss):
ICC............................... $540,668 $210,734
EPA............................... 3,547 32,438
ICH............................... (274,410) (219,205)
---------------- ----------------
Total........................ $269,805 $23,967
================ ================
11
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SEGMENT INFORMATION (Continued)
Six Months Ended
September 30,
-----------------------------------
2003 2002
--------------- ---------------
Non-interest revenues:
ICC............................... $19,839,089 $16,245,229
EPA............................... 1,169,040 1,252,163
--------------- ---------------
Total........................ $21,008,129 $17,497,392
=============== ===============
Revenues from transactions with other operating
segments:
ICC............................... $358,632 $279,382
EPA............................... 153,699 119,735
Intersegment elimination.......... (512,331) (399,117)
--------------- ---------------
Total........................ $ - $ -
=============== ===============
Interest income:
ICC............................... $ 83,529 $76,897
ICH............................... 75,009 69,702
--------------- ---------------
Total........................ $158,538 $146,599
=============== ===============
Depreciation and amortization expense:
ICC............................... $63,921 $53,050
EPA............................... 3,461 3,091
--------------- ---------------
Total........................ $67,382 $56,141
=============== ===============
12
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SEGMENT INFORMATION (Continued)
Six Months Ended
September 30,
-------------------------------------
2003 2002
---------------- ----------------
Income tax expense (benefit):
ICC............................... $240,081 $192,133
EPA............................... (121,317) (23,025)
ICH............................... 73,473 26,283
---------------- ----------------
Total........................ $192,237 $195,391
================ ================
Income (loss):
ICC............................... $684,341 $496,114
EPA............................... (1,200) 84,273
ICH............................... (496,778) (386,621)
---------------- ----------------
Total........................ $186,363 $193,766
================ ================
13
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. LEGAL PROCEEDINGS
The Company operates in a highly litigious and regulated business and as
such is a defendant or co-defendant in various lawsuits and arbitrations
incidental to its securities business. The Company is vigorously defending its
position in these cases and believes that there are meritorious defenses in
each. Currently, there are a total of eleven lawsuits and/or arbitrations filed
against the Company seeking a total of approximately $3.8 million. For the
majority of claims, the Company's errors and omissions (E&O) insurance policy
limits the maximum exposure in any one case to $75,000. In this regard, the
Company continually reviews its own exposure, and adjusts its liability
accordingly. In certain of these cases the Company has the contractual right to
seek indemnity from related parties.
4. STOCK BASED COMPENSATION
The Company applies Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations in accounting for its
stock option plans. During the first quarter of fiscal 2004, the Company adopted
the disclosure provisions of SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure. The following table illustrates the
effect on net earnings and earnings per share had the Company adopted the fair
value based method of accounting for stock-based employee compensation for all
periods presented.
Three Months Ended Six Months Ended
September 30, September 30,
----------------------------- ------------------------------
2003 2002 2003 2002
------------ ----------- ------------- ----------
Net income, as reported $ 269,805 $ 23,967 $ 186,363 $ 193,766
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax
effects 2,212 - 3,136 -
------------ ----------- ------------- ----------
Pro forma net income $ 267,593 $23,9367 $ 183,227 $ 193,766
============ =========== ============= ==========
Earnings per share:
Basic and diluted - as reported $ .05 $ - $ .03 $ .03
Basic and diluted - pro forma $ .05 $ - $ .03 $ .03
14
ITEM 2. Management's Discussion and Analysis
Management's discussion and analysis reviews our consolidated financial
condition as of September 30, 2003 and March 31, 2003, the consolidated results
of operations for the three and six months ended September 30, 2003 and 2002
and, where appropriate, factors that may affect future financial performance.
The discussion should be read in conjunction with the consolidated financial
statements and related notes, included elsewhere in the Form 10-Q.
Forward-Looking Statements
The statements, analyses, and other information contained herein relating
to trends in the operations and financial results of Investors Capital Holdings,
Ltd. ("ICH" or the "Company"), the markets for the Company's products, the
future development of the Company's business, and the contingencies and
uncertainties to which the Company may be subject, as well as other statements
including words such as "anticipate," "believe," "plan," "estimate," "expect,"
"intend," "will," "should," "may," and other similar expressions, are
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995. Such statements are made based upon management's current expectations
and beliefs concerning future events and their effects on the Company. The
Company's actual results may differ materially from the results anticipated in
these forward-looking statements.
These forward-looking statements are subject to risks and uncertainties
including, but not limited to, the risks that (1) losses may be incurred if our
investment professionals fail to comply with regulatory requirements; (2) the
loss of either Theodore E. Charles or Timothy B. Murphy may adversely affect our
business and financial condition through the loss of significant business
contacts, which would have to be replaced; (3) customer fraud could harm our
earnings and profits by requiring us to expend time, money and incur actual
loss, exposing us to the potential for arbitration; (4) investment professional
and employee fraud and misconduct could harm our profits and earnings by causing
us to expend time, money and incur actual loss, with the latter exposing us to
the potential for litigation; (5) without implementation of adequate internal
controls, our ability to make money could be severely restricted by regulatory
sanctions being applied against our broker-dealer subsidiary, and could result
in us paying substantial fines and limit our ability to make money; (6)
involvement in material legal proceedings could have a significant impact on our
earnings and profits if we are found liable for such claims; (7) a change in our
clearing firm could result in the inability of our customers to transact
business in a timely manner due to delays and errors in the transfer of their
accounts, which, on a temporary basis, could affect our earnings and profits.
Readers are also directed to other risks and uncertainties discussed, as
well as to further discussion of the risks described above, in other documents
filed by the Company with the United States Securities and Exchange Commission.
The Company specifically disclaims any obligation to update or revise any
forward- looking information, whether as a result of new information, future
developments, or otherwise.
Overview
We are a financial services holding company that, through our subsidiaries,
provides investment advisory, insurance, financial planning and related
investment services. We operate in a highly regulated and competitive industry
that is influenced by numerous external factors such as economic conditions,
marketplace liquidity and volatility, monetary policy, global and national
political events, regulatory developments, competition and investor preferences.
Our revenues and net earnings may be either enhanced or diminished from
period to period by any one of or by a multiple of these external factors.
15
Critical Accounting Policies
The consolidated financial statements are prepared in accordance with
generally accepted accounting principles generally accepted in the United
States. The Company believes that of its significant accounting policies, those
described below involve a high degree of judgment and complexity. These critical
accounting policies require estimates and assumptions that affect the amounts of
assets, liabilities, revenues and expenses reported in the consolidated
financial statements. Due to their nature, estimates involve judgment based upon
available information. Actual results or amounts could differ from estimates and
the difference could have a material effect on the consolidated financial
statements. Therefore, understanding these policies is important in
understanding the reported results of operations and the financial position of
the Company.
Valuation of Securities and Other Assets
Substantially all financial instruments are reflected in the consolidated
financial statements at fair value or amounts that approximate fair value, these
include: cash, cash equivalents, and securities purchased under agreements to
resell; deposits with clearing organizations; securities owned; and securities
sold but not yet purchased. Unrealized gains and losses related to these
financial instruments are reflected in net earnings or other comprehensive
income in accordance with FASB 115, depending on the underlying purpose of the
instrument. Where available, the Company uses prices from independent sources
such as listed market prices, or broker or dealer price quotations. Fair values
for certain derivative contracts are derived from pricing models that consider
current market and contractual prices for the underlying financial instruments
or commodities, as well as time value and yield curve or volatility factors
underlying the positions. In addition, even where the value of a security is
derived from an independent market price or broker or dealer quote, certain
assumptions may be required to determine the fair value. For instance, the
Company generally assumes that the size of positions in securities that the
Company holds would not be large enough to affect the quoted price of the
securities if the Company were to sell them, and that any such sale would happen
in an orderly manner. However, these assumptions may be incorrect and the actual
value realized upon disposition could be different from the current carrying
value.
Reserves
The Company records reserves related to legal proceedings in "accrued
expenses". The determination of these reserve amounts requires significant
judgment on the part of management. Management considers many factors including,
but not limited to: the amount of the claim; the amount of the loss in the
client's account; the basis and validity of the claim; the possibility of
wrongdoing on the part of an employee or registered representative of the
Company; previous results in similar cases; and legal precedents and case law.
Each legal proceeding is reviewed with counsel in each accounting period and the
reserve is adjusted as deemed appropriate by management. Any change in the
reserve amount is recorded in the consolidated financial statements and is
recognized as a charge/credit to earnings in that period. The assumptions of
management in determining the estimates of reserves may be incorrect and the
actual disposition of a legal proceeding could be greater or less than the
reserve amount.
Results of Operations
Three Months Ended September 30, 2003 Compared with Three Months Ended
September 30, 2002
The Company had consolidated operating income of $403,437 for the three
months ended September 30, 2003 as compared to consolidated operating income of
$72,092 for the three months ended September 30, 2002. This increase in
consolidated operating income of $331,345, or 459.6%, after the elimination of
all inter-company revenues and expenses, was attributable to a $466,252 increase
in operating income provided by the Company's broker-dealer subsidiary,
Investors Capital Corporation ("ICC"). This increase was offset by a $71,849
decrease in operating income provided by the Company's subsidiary Eastern Point
Advisors ("EPA") and a $63,058 decrease in operating income provided by
Investors Capital Holdings, Ltd ("ICH"), on a stand-alone basis. This increase
in consolidated operating income was predominately driven by an increase in
net commissions earned on our brokerage business.
Consolidated commissions and advisory fee income of $11,368,848 for the
three months ended September 30, 2003 increased by $3,176,215, or 38.8%, as
compared to consolidated commissions and advisory fee income of $8,192,633 for
the three months ended September 30, 2002. This increase in gross revenues,
after the elimination of all inter-company revenues and expenses, was
attributable to a $3,129,716 increase in revenues provided by ICC and a $46,499
increase in advisory fee income provided by EPA. This increase in consolidated
commissions and advisory fee income was mainly driven by an increase in
commissions generated from the sale of mutual funds and variable annuities by
approximately $2,100,00. In addition, approximately $1,000,000 of additional
commissions was generated from our brokerage business including stocks and
bonds.
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Consolidated commissions and advisory fee expense of $9,044,889 for the
three months ended September 30, 2003 increased by $2,350,890, or 35.1%, as
compared to consolidated commissions and advisory fee expense of $6,693,999 for
the three months ended September 30, 2002. This increase, after the elimination
of all inter-company revenues and expenses, was attributable to a $2,326,804
increase in commission expense incurred by ICC and a $24,086 increase in
advisory fee expense incurred by EPA. The increase in consolidated commission
expense was the result of the increase in gross revenues above, as well as an
increase in the average payout percentage over the same period last year.
Consolidated administrative expenses of $1,693,703 for the three months
ended September 30, 2003 increased by $426,814, or 33.7%, as compared to
consolidated administrative expenses of $1,266,889 for the three months ended
September 30, 2002. This increase, after the elimination of all inter-company
revenues and expenses, was attributable to a $271,728 increase in administrative
expenses incurred by ICC, a $92,028 increase in administrative expenses incurred
by EPA and a $63,058 increase in administrative expenses incurred by ICH. The
overall increase in consolidated administrative expenses was mainly attributable
to an increase in legal expenses of approximately $147,000. In addition,
approximately $280,000 was attributable to increases in salary expense, mutual
fund expense, stock option expense and insurance expense.
Consolidated selling expenses of $226,819 for the three months ended
September 30, 2003 increased by $67,166, or 42.1%, as compared to consolidated
selling expenses of $159,653 for the three months ended September 30, 2002. This
increase, after the elimination of all inter-company revenues and expenses, was
attributable to a $64,932 increase in selling expenses incurred by ICC and a
$2,234 increase in selling expenses incurred by EPA. The overall increase in
consolidated selling expenses was primarily attributable to an increase in
advertising expense of approximately $43,000 resulting from a decision to
increase the use of outside advertising vendors.
The Company had consolidated income taxes of $211,264 for the three months
ended September 30, 2003 as compared to consolidated income taxes of $67,059 for
the three months ended September 30, 2002. This increase of $144,205, or 215.0%,
in income taxes was attributable to the Company's increased profitability.
The Company had consolidated net income of $269,805 for the three months
ended September 30, 2003 as compared to consolidated net income of $23,967 for
the three months ended September 30, 2002. This $245,838, or 1,025.7%, increase
in net earnings, after the elimination of all inter-company revenues and
expenses, was attributable to a $329,934 increase in net income provided by ICC,
a $55,205 increase in net loss provided by ICH and a $28,891 decrease in net
income provided by EPA. The increase in consolidated net income was the result
of increased volume in our our brokerage business and sale of mutual fund and
variable annuities resulting from improving market conditions.
Six Months Ended September 30, 2003 Compared with Six Months Ended
September 30, 2002
The Company had consolidated operating income of $216,075 for the six
months ended September 30, 2003 as compared to consolidated operating income of
$316,328 for the six months ended September 30, 2002. This decrease in
consolidated operating income of $100,253, or 31.7%, after the elimination of
all inter-company revenues and expenses, was attributable to a $183,765 decrease
in operating income provided by the Company's subsidiary, Eastern Point Advisors
(EPA), a $103,320 decrease in operating income provided by Investors Capital
Holdings, Ltd (ICH) and a $186,832 increase in operating income provided by
Investors Capital Corporation (ICC). This decrease in consolidated operating
income was the result of an increase in selling and administrative costs
including salaries, legal expense, stock option expense, insurance expense,
mutual fund expense and advertising costs.
Consolidated commissions and advisory fee income of $21,008,129 for the six
months ended September 30, 2003 increased by $3,510,737, or 20.1%, as compared
to consolidated commissions and advisory fee income of $17,497,392 for the six
months ended September 30, 2002. This increase in gross revenues, after the
elimination of all inter-company revenues and expenses, was attributable to a
$3,593,860 increase in revenues provided by ICC, which was offset by a $83,123
decrease in advisory fee income provided by EPA. The overall increase in
consolidated comissions and advisory fee income was driven by the increase in
commissions generated from the sale of mutual funds and variable annuities
during the second quarter of approximately $2,100,000. In addition,
approximately $1,500,000 of additional commissions was generated from our
brokerage business including stocks and bonds.
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Consolidated commissions and advisory fee expense of $17,139,830 for the
six months ended September 30, 2003 increased by $2,765,513, or 19.2%, as
compared to consolidated commissions and advisory fee expense of $14,374,317 for
the six months ended September 30, 2002. This increase, after the elimination of
all inter-company revenues and expenses, was attributable to a $2,811,849
increase in commission expense incurred by ICC and a $46,336 decrease in
advisory fee expense incurred by EPA. The increase in commission expense was the
result of the increase in gross revenues above, as well as an increase in the
average payout percentage paid to ICC's independent representatives over the
same period last year.
Consolidated administrative expenses of $3,206,211 for the six months ended
September 30, 2003 increased by $761,145, or 31.1%, as compared to consolidated
administrative expenses of $2,445,066 for the six months ended September 30,
2002. This increase, after the elimination of all inter-company revenues and
expenses, was attributable to a $511,417 increase in administrative expenses
incurred by ICC, a $146,323 increase in administrative expenses incurred by EPA
and a $103,405 increase in administrative expenses incurred by ICH. The increase
in consolidated administrative expenses was largely attributable to an increase
in salaries of approximately $231,000 and an increase in legal expense of
approximately $188,000. The remaining $342,000 was primarily due to increases in
stock option expense, insurance and mutual fund expenses.
Consolidated selling expenses of $446,013 for the six months ended
September 30, 2003 increased by $84,332, or 23.3%, as compared to consolidated
selling expenses of $361,681 for the six months ended September 30, 2002. This
increase, after the elimination of all inter-company revenues and expenses, was
attributable to an $83,762 increase in selling expenses incurred by ICC for
advertising costs resulting from the decision to increase the use of outside
advertising vendors.
The Company had consolidated income taxes of $192,237 for the six months
ended September 30, 2003 as compared to consolidated income taxes of $195,391
for the six months ended September 30, 2002. Taxes have remained relatively
consistent given a consistent level of pre-tax earnings on a year-to-date basis.
The Company had consolidated net income of $186,363 for the six months
ended September 30, 2003 as compared to consolidated net income of $193,766 for
the six months ended September 30, 2002. Although net income has remained
consistent, thus far, revenues are growing along with the improved economic
and market conditions in the securities industry.
Liquidity and Capital Resources
We believe that return on equity is primarily based on the use of capital
in an efficient manner. Historically, we have financed our operations primarily
through an initial public offering, private equity and internally generated cash
flow and not by incurring debt.
As of September 30, 2003, cash and cash equivalents totaled $7,470,048 as
compared to $7,088,659 as of March 31, 2003. Working capital as of September 30,
2003 was $8,004,101 as compared to $7,702,618 as of March 31, 2003.
As of September 30, 2003, our net capital ratio for the broker-dealer was
2.09 to 1 as compared to 1.89 to 1 as of September 30, 2002. The SEC requires
that we maintain a net capital of $100,000 and a ratio of aggregate indebtedness
to net capital not to exceed 15 to 1. This SEC requirement is also referred to
as the "net capital ratio" or the "net capital rule." Indebtedness generally
includes all money owed by a company, and net capital includes cash and assets
that are easily converted into cash. SEC rules also prohibit "equity capital,"
which, under the net capital rule, includes the subordinated loans from being
withdrawn or cash dividends from being paid if our net capital ratio would
exceed 10 to 1 if we would have less than our minimum required net capital. As
of September 30, 2003, we had net capital of $1,471,021 as compared to net
capital of $1,036,757 as of September 30, 2002. This resulted in excess net
capital of $1,266,528 and $906,189, respectively, for the applicable periods.
Net cash provided by operating activities was $519,344 for the six months
ended September 30, 2003 as compared to $166,312 for the six months ended
September 30, 2002. This increase in cash flow provided by operating activities
was driven by an overall increase in our revenuse due to improving market
conditions.
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Net cash used in investing activities was $7,558 for the six months ended
September 30, 2003 as compared to net cash provided by investing activities of
$44,576 for the six months ended September 30, 2002. This decrease in cash flow
from investing activities was mainly driven by an increase in spending on plant,
property and equipment as compared to the same period last year.
Net cash used in financing activities was $130,397 for the six months ended
September 30, 2003 as compared to $68,954 for the six months ended September 30,
2002. This increase in cash flow used in financing activities was driven by a
settlement agreement between the Company and the NASD, which included the
incurrence of a note payable to the NASD.
Risk Management
Risks are an inherent part of the Company's business and activities.
Management of these risks is critical to the Company's financial strength and
profitability and requires communication, judgment and knowledge of financial
trends and the economy as a whole. Senior management takes an active role in the
risk management process. The principal risks involved in the Company's business
activities are market, operational, regulatory and legal.
Market Risk
Market risk is the risk attributable to common macroeconomic factors such
as gross domestic product, employment, inflation, interest rates, budget
deficits and Sentiment. Consumer and producer sentiment is critical to our
business. The level of consumer confidence determines their willingness to
spend, especially in the financial markets. It is this willingness to spend in
the financial markets that is key to our business. A shift in spending in this
area could negatively impact us. However, senior management is constantly
monitoring these economic trends in order to enhance our product line to offset
any potential negative impact.
Operational Risk
Operational risk refers to the risk of loss resulting from the Company's
operations, including, but not limited to, improper or unauthorized execution
processing of transactions, deficiencies in the Company's technology or
financial or financial operating systems and inadequacies or breaches in the
Company's control processes. Managing these risks is critical, especially in a
rapidly changing regulatory environment with increasing transaction volume.
Failure to manage these risks could result in financial loss to the Company. To
mitigate these risks, the Company had developed specific policies and procedures
designed to identify and manage operational risk. These policies and procedures
are reviewed and updated on a continuing basis to ensure that this risk is
minimized.
Regulatory and Legal Risk
Regulatory and legal risk includes non-compliance with applicable legal and
regulatory requirements and the risk of a large number of customer claims that
could result in adverse judgments against the Company. The Company is subject to
extensive regulation in all jurisdictions in which it operates. In this regard,
the Company has instituted comprehensive procedures to address issues such as
regulatory capital requirements, sales and trading practices, use of and
safekeeping of customer funds, credit granting, collection activities,
money-laundering and record keeping.
Effect of Recently Issued Accounting Pronouncements
Please refer to Note 1 "Accounting Policies" of the notes to the
consolidated financial statements contained herein.
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Effects of Inflation
The Company's assets are primarily liquid in nature and are not
significantly affected by inflation. Management believes that the replacement
cost of property and equipment will not materially affect operating results.
However, the rate of inflation affects our expenses, including employee
compensation and benefits, communications and occupancy, which may not be
readily recoverable through charges for services provided.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is contained in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" under
the caption "Market Risk" of this Form 10-Q.
ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer have concluded,
based on their evaluation within 90 days of the filing date of this report, that
our disclosure controls and procedures are effective for gathering, analyzing
and disclosing the information we are required to disclose in our reports filed
under the Securities Exchange Act of 1934. There have been no significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of the previously mentioned
evaluation.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company operates in a highly litigious and regulated business and, as
such, is a defendant or codefendant in various lawsuits and arbitrations
incidental to its securities business. The Company is vigorously contesting the
allegations of the complaints in these cases and believes that there are
meritorious defenses in each. Counsel is unable to respond concerning the
likelihood of an outcome, whether favorable or unfavorable, because of inherent
uncertainties routine in these matters. Currently, there are a total of eleven
lawsuits and/or arbitrations filed against the Company. For the majority of
claims, the Company's errors and omissions (E&O) policy limits the maximum
exposure in any one case to $75,000, and in certain of these cases, the Company
has the contractual right to seek indemnity from related parties. As such,
Management, in consultation with counsel, believes that resolution of all such
litigation is not expected to have a material adverse effect on the consolidated
financial results of the Company.
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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.
INVESTORS CAPITAL HOLDINGS, LTD.
By: /s/ Timothy B. Murphy
---------------------------------------------
Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: November 14, 2003
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