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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 December 31, 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 February
17, 2004:
5,727,380
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, March 31,
2003 2003
----------------- ---------------
(Unaudited)
Assets
Current Assets
Cash and cash equivalents....................................... $7,872,102 $7,088,659
Investments in available-for-sale securities.................... 54,115 42,195
Deposit with clearing organization, restricted.................. 175,000 175,000
Accounts receivable............................................. 3,418,459 1,946,565
Income taxes receivable......................................... 60,113
Marketable securities, at market value.......................... 39,075 132,471
Prepaid expenses................................................ 149,804 195,702
----------- -----------
11,708,555 9,640,705
Property and equipment, net.......................................... 512,150 525,174
Long-Term Investments
Securities not readily marketable, at estimated fair value...... 47,500 47,500
Investment in unconsolidated affiliate.......................... 83,807 64,495
----------- -----------
131,307 111,995
Other Assets
Other assets.................................................... 114,911 165,589
Deferred tax asset, net......................................... 62,240
Receivables from officers....................................... 72,264 104,088
Loans receivable from registered representatives................ 80,412 95,389
----------- -----------
329,827 365,066
TOTAL ASSETS............................................... $12,681,839 $10,642,940
=========== ===========
See Notes to Condensed Consolidated Financial Statements.
1
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS -- (CONTINUED)
December 31, March 31,
2003 2003
----------------- ----------------
(Unaudited)
Liabilities and Stockholders' Equity
Current Liabilities
Notes payable................................................... $ -- $62,101
NASD settlement payable (current portion)....................... 53,434 101,321
Commissions payable............................................. 1,415,266 1,130,539
Accounts payable................................................ 689,949 438,572
Accrued expenses................................................ 1,092,401 377,783
Income taxes payable............................................ 298,164 --
Securities sold, not yet purchased, at market value............. -- 107,273
----------- -----------
3,549,214 2,217,589
Long-Term Liabilities
NASD settlement payable......................................... 108,256 148,679
Deferred income tax liability, net.............................. -- 28,032
----------- -----------
108,256 176,711
Total liabilities.......................................... $3,657,470 $2,394,300
----------- -----------
Stockholders' Equity:
Common stock, $.01 par value, authorized 10,000,000
shares; issued 5,731,265 shares at December 31, 2003 and March 31,
2003; outstanding 5,727,380 shares at December 31, 2003 and
March 31, 2003................................................. 57,313 57,213
Additional paid-in capital...................................... 8,440,007 8,169,292
Retained earnings .............................................. 547,250 54,257
Treasury stock, at cost (3,885 shares).......................... (30,135) (30,135)
Accumulated other comprehensive income (loss)................... 9,934 (1,987)
----------- -----------
Total stockholders' equity............................... 9,024,369 8,248,640
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY............................................... $12,681,839 $10,642,940
=========== ===========
See Notes to Condensed Consolidated Financial Statements.
2
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended
December 31,
-------------------------------
2003 2002
----------- ----------
Commission and advisory fee income................................. $13,435,431 $8,379,964
Cost of commission and advisory fees............................... 10,799,273 6,631,808
----------- ----------
Gross profit....................................................... 2,636,158 1,748,156
----------- ----------
Selling and administrative expenses:
Administrative.................................................. 1,994,240 1,437,930
Selling......................................................... 213,916 184,339
----------- ----------
Total selling and administrative expenses................... 2,208,156 1,622,269
----------- ----------
Operating income................................................... 428,002 125,887
----------- ----------
Other income (expense):
Interest income................................................. 78,444 88,456
Interest expense................................................ (7,842) (6,519)
Other income.................................................... 5,294 8,592
----------- ----------
Net other income........................................... 75,896 90,529
----------- ----------
Income before taxes................................................ 503,898 216,416
Provision for income taxes......................................... 197,268 95,909
----------- ----------
Net income ........................................................ $306,630 $120,507
=========== ==========
Basic and diluted earnings per common share:
Net income...................................................... $.05 $.02
Share data:
Weighted average shares used in basic earnings
per common share calculations................................... 5,721,184 5,717,380
Plus: Incremental shares from assumed conversion of stock options 193,964 82,036
----------- -----------
Weighted average shares used in diluted earnings
per common share calculations................................... 5,915,149 5,799,416
=========== ===========
See Notes to Condensed Consolidated Financial Statements.
3
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Nine Months Ended
December 31,
-------------------------------
2003 2002
----------- -----------
Commission and advisory fee income................................. $34,443,074 $25,867,814
Cost of commission and advisory fees............................... 27,939,103 21,006,125
----------- -----------
Gross profit....................................................... 6,503,971 4,861,689
----------- -----------
Selling and administrative expenses:
Administrative.................................................. 5,200,450 3,882,996
Selling......................................................... 659,444 536,478
----------- -----------
Total selling and administrative expenses................... 5,859,894 4,419,474
----------- -----------
Operating income................................................... 644,077 442,215
----------- -----------
Other income (expense):
Interest income................................................. 236,982 235,055
Interest expense................................................ (17,872) (10,913)
Other income (expense).......................................... 19,311 (60,784)
----------- -----------
Net other income........................................... 238,421 163,358
----------- -----------
Income before taxes................................................ 882,498 605,573
Provision for income taxes......................................... 389,505 291,300
----------- -----------
Net income......................................................... $492,993 $314,273
=========== ===========
Basic and diluted earnings per common share:
Net income...................................................... $ .08 $ .05
Share data:
Weighted average shares used in basic earnings
per common share calculations................................... 5,718,653 5,717,380
Plus: Incremental shares from assumed conversion of stock options 145,504 74,623
----------- -----------
Weighted average shares used in diluted earnings
per common share calculations................................... 5,864,157 5,792,003
=========== ===========
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 DECEMBER 31, 2003 AND 2002
(UNAUDITED)
Accumulated
Common Stock Additional Retained Other
----------- --------- Paid-In Earnings Treasury Comprehensive
Shares Amount Capital (Deficit) Stock (Loss) Total
----------------------------------------------------------------------------------------
Balance at October 1, 2002........... 5,721,265 $57,213 $8,142,447 $132,132 $(30,135) $(3,311) $8,298,346
Stock based compensation 18,411 18,411
Comprehensive income:
Net income.......................... 120,507
Net unrealized gain on securities... 1,939
Comprehensive income................ 122,446
----------------------------------------------------------------------------------------
Balance at December 31, 2002........ 5,721,265 $57,213 $8,160,858 $252,639 $(30,135) $(1,372) $8,439,203
========================================================================================
Balance at October 1, 2003........... 5,721,265 $57,213 $8,249,934 $240,620 $(30,135) $4,588 $8,522,220
Stock based compensation............. 190,173 190,173
Stock issued (employees) 10,000 100 (100)
Comprehensive income:
Net income.......................... 306,630
Net unrealized gain on securities... 5,346
Comprehensive income................ $311,976
----------------------------------------------------------------------------------------
Balance at December 31, 2003........ 5,731,265 $57,313 $8,440,007 $547,250 $(30,135) $9,934 $9,024,369
========================================================================================
See Notes to Condensed Consolidated Financial Statements.
5
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
NINE MONTHS ENDED DECEMBER 31, 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 25,511 25,511
Comprehensive income:
Net income........................... 314,273
Net unrealized gain on securities.... 42,353
Comprehensive income................. 356,626
----------------------------------------------------------------------------------------
Balance at December 31, 2002........ 5,721,265 $57,213 $8,160,858 $252,639 $(30,135) $(1,372) $8,439,203
========================================================================================
Balance at April 1, 2003............ 5,721,265 $57,213 $8,169,292 $54,257 $(30,135) $(1,987) $8,248,640
Stock-based compensation............. 270,815 270,815
Stock issued (employees) 10,000 100 (100)
Comprehensive income:
Net income......................... 492,993
Net unrealized gain on securities.. 11,921
Comprehensive income................. 504,914
----------------------------------------------------------------------------------------
Balance at December 31, 2003......... 5,731,265 $57,313 $8,440,007 $547,250 $(30,135) $9,934 $9,024,369
========================================================================================
See Notes to Condensed Consolidated Financial Statements.
6
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
December 31,
--------------------------------
2003 2002
---------- ----------
Cash flows from operating activities:
Net income....................................................... $492,993 $314,273
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization................................ 102,705 85,353
Realized loss on securities.................................. - 55,834
Change in deferred taxes..................................... (90,272) (25,171)
Stock option compensation.................................... 25,511
270,815
Change in marketable securities.............................. 93,396 (6,178)
Unrealized gain on investments............................... - 16,136
Income loss on investment in unconsolidated affiliates....... (19,312)
Change in operating assets and liabilities
Increase in accounts receivable.............................. (1,471,894) (130,537)
Decrease in prepaid expenses and other assets................ 128,400 18,290
Decrease in income taxes receivable.......................... 60,113 -
Increase in taxes payable.................................... 298,164 18,521
Increase in accounts payable and other liabilities........... 144,105 161,390
Increase in accrued expenses................................. 714,618 62,729
Increase in commissions payable.............................. 284,727 243,882
---------- ----------
Net cash provided by operating activities................ 1,008,558 840,033
---------- ----------
Cash flows from investing activities:
Purchases of property and equipment.............................. (89,681) (66,566)
Decrease in loans receivable from registered representatives..... 14,977 89,157
---------- ----------
Net cash (used in) provided by investing activities....... (74,704) 22,591
---------- ----------
See Notes to Condensed Consolidated Financial Statements.
7
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
(UNAUDITED)
Nine Months Ended
December 31,
-----------------------------------
2003 2002
----------- -----------
Cash flows from financing activities:
Note Payable.................................................... - 756,000
Payments on Note Payable........................................ - (79,016)
Payments on notes payable and NASD settlement.................... (150,411) (68,954)
----------- -----------
Net cash (used) provided in financing activities.......... (150,411) 676,984
----------- -----------
Net increase in cash and cash equivalents............................... 783,443 1,539,608
Cash and cash equivalents, beginning of period.......................... 7,088,659 6,337,445
----------- -----------
Cash and cash equivalents, end of period................................ $7,872,102 $7,877,053
=========== ===========
Supplemental disclosures of cash flow information:
Interest paid...................................................... $17,872 $10,913
=========== ===========
Income taxes paid.................................................. $120,000 $297,950
=========== ===========
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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization
Incorporated in July 1995, Investors Capital Holdings, Ltd. ("ICH") is a
financial services holding company that operates through its three subsidiaries,
Investors Capital Corporation, Eastern Point Advisors, Inc. 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, and 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
Investors Capital Holdings, Ltd. (the Company) have been prepared in accordance
with accounting principles generally accepted in the United States of America
(GAAP) for interim financial information and with the 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 nine month periods ending December 31, 2003 are not
necessarily indicative of the results that may be expected for the year ended
March 31, 2004. The balance sheet at December 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.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Reclassifications
Certain amounts in the prior periods have been reclassified to be
consistent with the current year's statement presentation.
9
Recent Accounting Pronouncements
In January 2003, the FASB Emerging Issues Task Force released Issue No.
03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to
Certain Investments ("EITF 03-1"). EITF 03-1 addresses the meaning of
other-than-temporary impairment and its application to investments classified as
either available-for-sale or held-to-maturiy and investments accounted for under
the cost method or equity method. The Company's management does not believe
this will have a material impact.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). This interpretation requires a company
to consolidate a variable interest entity ("VIE") if the Company has variable
interests that give it a majority of the expected losses or a majority of the
expected residual returns of the entity. This Interpretation applies immediately
to VIEs created after January 31, 2003, and to variable interest entities in
which an enterprise obtains an interest after that date. The entity shall
disclose the primary beneficiary of a variable interest entity including the
nature, purpose, size and activities of the variable interest entity and the
enterprise's maximum exposure to loss as a result of its involvement with the
variable interest entity. The Company will apply FIN 46 as of the beginning of
the 2004 fiscal year. The Company's management is currently reviewing and
evaluating the scope of FIN 46 to determine if it will have a material effect on
its financial position or results of operations.
10
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SEGMENT INFORMATION
The Company's reportable segments include brokerage 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 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
December 31,
-----------------------------------
2003 2002
--------------- ---------------
Non-interest revenues:
ICC............................... $12,774,202 $7,819.246
EPA............................... 661,229 560,718
----------- ------------
Total........................ $13,435,431 $8,379,964
=========== ============
Revenues from transactions with other operating
segments:
ICC............................... $319,964 $146,609
EPA............................... 137,127 62,833
Intersegment elimination.......... (457,091) (209,442)
----------- ------------
Total........................ $- $-
=========== ============
Interest income:
ICC............................... $48,359 $45,086
ICH............................... 30,085 43,370
----------- ------------
Total........................ $78,444 $88,456
=========== ============
Depreciation and amortization expense:
ICC............................... $33,593 $27,748
EPA............................... 1,731 1,464
----------- ------------
Total........................ $35,324 $29,212
=========== ============
11
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SEGMENT INFORMATION (Continued)
Three Months Ended
December 31,
---------------------
2003 2002
-------- ---------
Income tax expense (benefit):
ICC............................... $294,555 $126,703
EPA............................... (86,396) (43,941)
ICH............................... (10,891) 13,147
--------- ---------
Total........................ $197,268 $95,909
========= =========
Income (loss):
ICC............................... $708,523 $322,665
EPA............................... 8,929 (2,344)
ICH............................... (410,822) (199,814)
--------- ---------
Total........................ $306,630 $120,507
========= =========
Period end total assets:
ICC............................... $6,612,899 $5,419,935
EPA............................... 594,920 747,591
ICH............................... 5,474,020 5,492,649
--------- ---------
Total....................... $12,681,839 $11,660,175
========== ==========
12
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
.. SEGMENT INFORMATION (Continued)
Nine Months Ended
December 31,
------------------------
2003 2002
----------- -----------
Non-interest revenues:
ICC............................... $32,612,805 $24,054,933
EPA............................... 1,830,269 1,812,881
----------- -----------
Total........................ $34,443,074 $25,867,814
=========== ===========
Revenues from transactions with
other operating segments:
ICC............................... $678,596 $425,991
EPA............................... 290,827 182,568
Intersegment elimination.......... (969,423) (608,559)
--------- ---------
Total........................ $- $-
=========== ===========
Interest income:
ICC............................... $131,888 $121,983
ICH............................... 105,094 113,072
--------- ---------
Total........................ $236,982 $235,055
=========== ===========
Depreciation and amortization expense:
ICC............................... $97,513 $80,798
EPA............................... 5,192 4,555
--------- ---------
Total........................ $102,705 $85,353
=========== ===========
13
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SEGMENT INFORMATION (Continued)
Nine Months Ended
December 31,
----------------------
2003 2002
--------- --------
Income tax expense (benefit):
ICC............................... $534,636 $318,836
EPA............................... (207,713) (66,966)
ICH............................... 62,582 39,430
--------- --------
Total........................ $389,505 $291,300
========= ========
Income (loss):
ICC............................... $1,392,863 $818,779
EPA............................... 7,730 81,929
ICH............................... (907,600) (586,435)
--------- --------
Total........................ $492,993 $314,273
========= ========
Period end total assets:
ICC............................... $6,612,899 $5,419,935
EPA............................... 594,920 747,591
ICH............................... 5,474,020 5,492,649
--------- ---------
Total........................ $12,681,839 $11,660,175
========== ==========
3. LEGAL PROCEEDINGS
The Company is involved with various judicial, regulatory and arbitration
proceedings concerning matters arising in connection with the conduct of its
business. At December 31, 2003, the Company was a defendant or co-defendant 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 twelve 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 aforementioned
case to $75,000. In certain cases, the Company has the contractual right to seek
indemnity from related parties. Included in accrued expenses is $155,000 related
to probable settlement costs, net of insurance.
14
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 Nine Months Ended
December 31,2003 December 31,2003
----------------------------- ------------------------------
2003 2002 2003 2002
------------ ----------- ------------- ----------
Net income, as reported $306,630 $120,507 $492,993 $314,273
Deduct: Total stock-based employee
compensation expense determined
under fair value-based method for
all awards, net of related tax
effects 5,063 - 8,553 -
------------ ----------- ------------- ----------
Pro forma net income $301,567 $120,507 $484,460 $314,273
============ =========== ============= ==========
Earnings per share:
Basic and diluted - as reported $ .05 $.02 $.08 $ .05
Basic and diluted - pro forma $ .05 $ - $.08 $ .0
ITEM 2. Management's Discussion and Analysis
The discussion should be read in conjunction with the consolidated
financial statements and related notes, included elsewhere in the Company's 10-K
for the year ended March 31, 2003 filed with the Securities and Exchange
Commission.
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.
15
Overview
We are a financial services holding company that, through our subsidiaries,
provides investment advisory, insurance, financial planning and related
financial 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.
In addition, the passage of the Graham-Leach-Bliley Act in November 1999
repealed depression-era laws that separated commercial, investment banking and
insurance activities. Such repeal may result in the intensification of the
environment in which we compete by increasing the number of companies doing
business in the financial services arena.
Critical Accounting Policies
The consolidated financial statements are prepared in accordance with
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.
16
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 a representitive 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 December 31, 2003 Compared with Three Months Ended
December 31, 2002
The Company had consolidated operating income of $428,002 for the three
months ended December 31, 2003 as compared to consolidated operating income of
$125,887 for the three months ended December 31, 2002. This increase in
consolidated operating income of $302,115, or 240 percent, after the elimination
of all inter-company revenues and expenses, was attributable to a $556,878
increase in operating income provided by the Company's subsidiary, Investors
Capital Corporation (ICC). This increase was offset by a $31,091 decrease in
operating income provided by the Company's subsidiary, Eastern Point Advisors
(EPA) and a $223,672 decrease in operating income provided by Investors Capital
Holdings, Ltd (ICH), as individual companies. The overall increase was
attributable to the brokerage services sector's retention of gross dealer
concessions in the area of mutual funds and variable annuities. Also, there was
an increase in the volume of trades for the quarter in stocks and bonds. Sales
volume increases in these product types led to an increase in gross profit of
$888,002 or 50.8 percent. Comparably, selling and administrative expenses
increased by only $585,887 or 36.1 percent; hence, a considerable increase in
operating income verses same time last year.
Consolidated commissions and advisory fee income of $13,435,431 for the
three months ended December 31, 2003 increased by $5,055467, or 60.3 percent, as
compared to consolidated commissions and advisory fee income of $8,379,964 for
the three months ended December 31, 2002. This increase in gross revenues, after
the elimination of all inter-company revenues and expenses, was attributable to
a $4,954,957 increase in revenues provided by ICC and a $100,510 increase in
advisory fee income provided by EPA. The overall increase relates to
approximately a $3.6 million increase in commissions generated from the sale of
mutual funds and variable annuities. In addition, approximately $1.2 million of
additional commissions was generated from our brokerage business including
stock transactions.
Consolidated commissions and advisory fee expense of $10,799,273 for the
three months ended December 31, 2003 increased by $4,167,465 or 62.8 percent, as
compared to consolidated commissions and advisory fee expense of $6,631,808 for
the three months ended December 31, 2002. This increase, after the elimination
of all inter-company revenues and expenses, was attributable to a $4,120,974
increase in commission expense incurred by ICC and a $46,491 increase in
advisory fee expense incurred by EPA. The increase in commission expense was the
result of the increase in gross revenues above. Commission expense was
positively correlated to sales during the three months ended December 31, 2003,
versus the same period last year. This variable expense increased
proportionately to sales approximately on a one-to-one basis. The payout ratio
was relatively consistent to the payout ratio last year during this quarter.
Consolidated administrative expenses of $1,994,240 for the three months
ended December 31, 2003 increased by $556,310 or 38.7 percent, as compared to
consolidated administrative expenses of $1,437,930 for the three months ended
December 31, 2002. This increase, after the elimination of all inter-company
revenues and expenses, was attributable to a $236,160 increase in administrative
expenses incurred by ICC, a $96,478 increase in administrative expenses incurred
by EPA and a $223,672 increase in administrative expenses incurred by ICH. These
increases were mainly attributable to an increase of $35,850 in legal settlement
expenses and approximately $166,000 in salaries. There was a $51,611 increase in
professional service fees and an increase in stock option expense of
approximately $190,000 for stock options issued to our registered
representatives.
Consolidated selling expenses of $213,916 for the three months ended
December 31, 2003 increased by $29,577 or 16.0 percent, as compared to
consolidated selling expenses of $184,339 for the three months ended December
31, 2002. This increase, after the elimination of all inter-company revenues and
expenses, was attributable to an increase in advertising, and regulatory and
licensing expenses.
17
The Company had consolidated income taxes of $197,268 for the three months
ended December 31, 2003 as compared to consolidated income taxes of $95,909 for
the three months ended December 31, 2002. This increase of $101,359 or 106
percent in income taxes was attributable to the Company's increase in
profitability from the same period last year, as well as the tax effect of stock
options granted to out registered representitives.
The Company had consolidated net income of $306,630 for the three months
ended December 31, 2003 as compared to consolidated net income of $120,507 for
the three months ended December 31, 2002. This increase of $186,123, or 154
percent increase in net earnings, after the elimination of all inter-company
revenues and expenses, was attributable to a $385,858 increase in net income
provided by ICC, a $11,273 increase in net income provided by EPA and a $211,008
decrease in net income provided by ICH. The increase in net income was the
result of increases in sales volume which proportionately increases our net
commissions on stocks, bonds, mutual funds and variable annuities.
Nine Months Ended December 31, 2003 Compared with Nine Months Ended December
31, 2002
The Company had consolidated operating income of $644,077 for the nine
months ended December 31, 2003 as compared to consolidated operating income of
$442,215 for the nine months ended December 31, 2002. This increase in
consolidated operating income of $201,862 or 45.6 percent, after the elimination
of all inter-company revenues and expenses, was attributable to a $214,856
decrease in operating income provided by the Company's subsidiary, Eastern Point
Advisors (EPA), a $326,992 decrease in operating income provided by Investors
Capital Holdings, Ltd (ICH) and a $743,710 increase in operating income provided
by Investors Capital Corporation (ICC). This increase in operating income came
from the brokerage firm (ICC).
Operating income improved as gross profit rose by 33.8 percent or
$1,642,282, versus the same nine month period last year. Correspondingly,
selling and administrative expenses increased by 32.6 percent or $1,440,420.
Consolidated commissions and advisory fee income of $34,443,074 for the
nine months ended December 31, 2003 increased by $8,575,260 or 33.2 percent, as
compared to consolidated commissions and advisory fee income of $25,867,814 for
the nine months ended December 31, 2002. This increase in gross revenues, after
the elimination of all inter-company revenues and expenses, was attributable to
an $8,557,872 increase in revenues provided by ICC, and a $17,388 increase in
advisory fee income provided by EPA. The overall increase was driven by the $5.7
million in commissions generated from the sale of mutual funds and variable
annuities during the second quarter. In addition, approximately $3 million of
additional commissions was generated from our brokerage business. Finally, there
was approximately $104,000 increase from net marketing revenues, offset by an
approximately $240,000 reduction in our underwriting fee business.
The large increase in sales volume was attributed to our
marketing efforts in recruiting and business development. The marketing
department focused their attention on attracting a sophisticated representative
who can provide a diversified and broader product base to clients.
Additionally, the marketing team assisted our registered representatives
to take advantage of current market conditions through various workshops,
regional and national meetings, and seminar training programs.
Consolidated commissions and advisory fee expense of $27,939,103 for the
nine months ended December 31, 2003 increased by $6,932,978 or 33 percent, as
compared to consolidated commissions and advisory fee expense of $21,006,125 for
the nine months ended December 31, 2002. This increase, after the elimination of
all inter-company revenues and expenses, was attributable to a $6,932,822
increase in commission expense incurred by ICC and a $156,000 increase in
advisory fee expense incurred by EPA. The increase in commission expense was the
result of the increase in gross revenues as noted above. Cost of sales increased
proportionately to sales on a percentage basis of 33 percent to 33.2 percent or
one-to-one.
Consolidated administrative expenses of $5,200,450 for the nine months
ended December 31, 2003 increased by $1,317,454 or 33.9 percent, as compared to
consolidated administrative expenses of $3,882,996 for the nine months ended
December 31,2002. This increase, after the elimination of all inter-company
revenues and expenses, was attributable to a $747,578 increase in administrative
expenses incurred by ICC, a $242,800 increase in administrative expenses
incurred by EPA and a $327,076 increase in administrative expenses incurred by
ICH. This increase was largely attributable to a $574,659 increase in salaries
and salary-related items, and a $264,236 increase in legal and lawsuit-related
expenses. There was a $245,304 increase in stock option expense for options
issued to our registered representatives. The remaining $233,255 increase in
administrative expenses came primarily from professional service fees, split
dollar life insurance policies and other general office-related costs.
Consolidated selling expenses were $659,444 for the nine months ended
December 31, 2003 increased by $122,966 or 22.9 percent as compared to
consolidated selling expenses of $536,478 for the nine months ended December 31,
2002. This increase, after the elimination of all inter-company revenues and
expenses, was attributable to an increase in selling expenses incurred by ICC
mainly from advertising costs and travel-related expenses.
18
The Company had consolidated income taxes of $389,505 for the nine months
ended December 31, 2003 as compared to consolidated income taxes of $291,300 for
the nine months ended December 31,2002. This increase of $98,205 or 33.7%, in
income taxes was attributable to the Company's increase in profitability from
the same period last year.
The Company had consolidated net income of $492,993 for the nine months
ended December 31, 2003 as compared to consolidated net income of $314,273 for
the nine months ended December 30, 2002. This increase of $178,720 or 56.9
percent in net earnings, after the elimination of all inter-company revenues and
expenses, was attributable to a $574,084 increase in net income provided by ICC,
a $74,199 decrease in net income provided by EPA and a $321,165 decrease in net
income provided by ICH. The Company's profitability resulted primarily from our
brokerage firm (ICC). Total revenues increased considerably over the same period
last year, which led to a higher gross profit, as compared to the same time last
year.
Finally, net other income contributed accordingly as well to the bottom
line, as compared to last year's results. The Company's "seed " investment in
EPA'S TWENTY FUND had an unrealized gain of $19,311 versus an unrealized loss of
$21,042. This increase of $40,353 or 192 percent added to an increase in net
income. In addition, a reclassification of investments from `trading' to
`available for sale' per FASB 115 contributed to the increase in net income for
the nine months ended December 31,2003 as compared to nine months ended December
31, 2002.
Liquidity and Capital Resources
We believe that return on equity is primarily based on the use of capital
in an efficient manner. Historically, our liquidity policies are focused on
maintenance of excess liquidity and conservative asset-liability management. We
have financed our operations primarily through an initial public offering,
private equity, and internally generated cash flow.
As of December 31, 2003, cash and cash equivalents totaled $7,872,102 as
compared to $7,088,659 as of March 31, 2003. Working capital as of December 31,
2003 was $8,159,341 or a 3.30-to-1 ratio as compared to $7,423,116 or a
4.35-to-1 ratio as of March 31, 2003.
As of December 31, 2003, our net capital ratio for the broker-dealer was
3.34-to-1 as compared to 1.98-to-1 as of March 31, 2002. The Securities and
Exchange Commission ("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 December 31, 2003, we had net
capital of $1,400,716 as compared to net capital of $1,214,481 as of March 31,
2003. This resulted in excess net capital of $1,089,123 and $1,053,988,
respectively, for the applicable periods.
Net cash provided by operating activities was $1,008,558 for the nine
months ended December 31, 2003, as compared to net cash provided by operating
activities of $840,033 for the nine months ended December 31, 2002. This
increase in cash flow provided by operating activities was driven by decreasing
receivables resulting from timing differences in the collection of commissions
from our brokerage business. An increase in accrued expenses for professional
libility renewal fees along with increases in other liabilities, commission
payables and income taxes added to cash provided from operations. Finally, a
$270,815 increase in a non-cash expense (stock option compensation) added to
cash from operating activities.
Net cash used in investing activities was $74,704 for the nine months ended
December 31, 2003 as compared to net cash provided by investing activities of
$22,591 for the nine months ended December 31, 2002. This decrease in cash flow
from investing activities mainly resulted from capital expenditures as compared
to the same period last year.
Net cash used in financing activities was $150,411 for the nine months
ended December 31, 2003 as compared to net cash provided by financing activities
of $676,984 for the nine months ended December 31, 2002. This increase in cash
flow used in financing activities was driven by a settlement agreement between
the Company and the National Association of Securities Dealers ("NASD"), which
included the incurrence of a note payable to the NASD.
19
Risk Management
Risks are an inherent part of the Company's business and activities.
Management of these risks is critical to monitor, evaluate and manage the
principal risks assumed in conducting our activities. the Company's financial
strength and profitability 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, reputational
and legal.
Market Risk
Market risk includes exposure to interest rates, equity prices and
commodity prices, as well as inflation, 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 financial loss resulting from
inadequate or failed internal processes or systems, improper or unauthorized
execution processing of transactions, reputational damage, or regulatory
intervention. Managing these risks is critical, especially in a rapidly changing
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 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, customer privacy and record keeping.
Effect of Recently Issued Accounting Pronouncements
Refer to Note 1 "Accounting Policies" of the notes to the
consolidated financial statements contained herein.
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.
20
ITEM 4. 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 is involved with various judicial, regulatory and arbitration
proceedings concerning matters arising in connection with the conduct of its
business. At December 31, 2003, the Company was a defendant or co-defendant 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 twelve 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 aforementioned
case to $75,000. In certain cases, the Company has the contractual right
to seek indemnity from related parties. Included in accrued expenses at December
31, 2003 is $155,000 related to probable settlement costs, net of insurance.
21
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
Date: February 17, 2004
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