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Table of Contents

 

 

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 June 30, 2012.

OR

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission File No: 333-108818

 

 

SUMMIT FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   05-0577932

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Employer
Identification No.)

595 South Federal Highway

Suite 500

Boca Raton, FL 33432

(Address of principal executive offices)

(Zip Code)

(561) 338-2800

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

 

 

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

 

Class

 

Outstanding as of August 6, 2012

Common Stock

Par value $0.0001 per share

  26,627,098

 

 

 


Table of Contents

SUMMIT FINANCIAL SERVICES GROUP, INC.

INDEX

 

          

Page

 
Part I. Financial Information   
Item 1.  

Financial Statements

     3   
 

Condensed Consolidated Statements of Financial Condition at June 30, 2012 (unaudited) and December 31, 2011

     3   
 

Condensed Consolidated Statements of Operations for the Three Months ended June 30, 2012 and 2011 (unaudited)

     4   
 

Condensed Consolidated Statements of Operations for the Six Months ended June 30, 2012 and 2011 (unaudited)

     5   
 

Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2012 and 2011 (unaudited)

     6   
 

Notes to Unaudited Condensed Consolidated Financial Statements

     7   
Item 2.  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     9   
Item 4.  

Controls and Procedures

     12   
Part II. Other Information   
Item 6.  

Exhibits

     13   

Signatures

     14   

FORWARD LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. When used in this Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project” or “intend” and similar expressions identify forward-looking statements regarding events, conditions and financial trends in connection with our future plan of operations, business strategy, operating results and financial position. Discussions containing such forward-looking statements may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Shareholders and prospective investors are cautioned that any forward-looking statements are not guarantees of future performance. Such forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results for future periods could differ materially from those discussed in this Report, depending on a variety of important factors, including: any adverse effect on the stock market and investor confidence in general, including, but not limited to, as a result of the economic recession, the sustainability and magnitude of the economic recovery, weak consumer confidence, high unemployment and/or global events, including economic instability among members of the European Union (including Greece and Spain), continued unrest in the Middle East, and the increase in oil prices; the success or failure of our management’s efforts to implement our business strategy, including the net addition of financial advisors; the level of acquisition opportunities available to us and our ability to price and negotiate such transactions on a favorable basis; declining and/or volatile interest rates; our ability to properly manage growth and successfully integrate acquired companies and operations; our ability to compete with major established companies; our ability to attract and retain qualified personnel in a highly competitive environment; the industry’s increased reliance on technology, including complying with the rules and regulations related to, among other things, trading, privacy, and the use of social media; our ability to comply in a cost effective manner with increased regulation; our reliance on our clearing firms (directly) and other third parties (indirectly) to execute trades on behalf of our clients, advisors engaging in inappropriate activities that may adversely affect their clients, and other risks which are described in our filings with the Securities and Exchange Commission (the “SEC”), including the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2011.

 

Page 2


Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

SUMMIT FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Financial Condition

 

     June 30,
2012
    December 31,
2011
 
     (unaudited)        
ASSETS     

Cash and cash equivalents

   $ 12,180,777      $ 10,786,669   

Deposits held at clearing brokers

     128,801        128,779   

Commissions receivable, net

     1,250,547        1,865,118   

Notes receivable, net

     402,671        388,841   

Other receivables, net

     323,173        445,676   

Securities owned, at fair value

     10,727        8,587   

Prepaid expenses and other assets

     715,451        791,401   

Property and equipment, net

     468,966        546,821   

Goodwill

     500,714        500,714   
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 15,981,827      $ 15,462,606   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

LIABILITIES

    

Accounts payable and accrued expenses

   $ 1,666,236      $ 2,150,638   

Accrued commission expense

     2,082,933        2,475,754   
  

 

 

   

 

 

 

TOTAL LIABILITIES

     3,749,169        4,626,392   

COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY

    

Preferred stock, undesignated; par value $0.0001 per share; authorized 4,850,000 shares; none issued and outstanding

     —          —     

Preferred stock, Series A, 12% cumulative convertible; par value $0.0001 per share; authorized 150,000 shares; 125,000 issued and outstanding (liquidation preference of $125,000)

     13        13   

Common stock, par value $0.0001 per share; authorized 100,000,000 shares; 26,642,010 issued and 26,627,098 outstanding at June 30, 2012 and 26,548,971 issued and 26,534,059 outstanding at December 31, 2011

     2,664        2,656   

Additional paid-in capital

     13,251,659        13,122,572   

Unearned stock-based compensation

     (1,551,969     (1,942,657

Treasury stock (14,912 shares, at cost)

     (10,884     (10,884

Retained earnings (accumulated deficit)

     541,175        (335,486
  

 

 

   

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

     12,232,658        10,836,214   
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 15,981,827      $ 15,462,606   
  

 

 

   

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

Page 3


Table of Contents

SUMMIT FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

 

     For The Three Months Ended
June 30,
 
     2012      2011  
     (Unaudited)      (Unaudited)  

Revenues

     

Commissions

   $ 16,144,603       $ 15,874,735   

Interest and dividends

     232,775         274,262   

Other

     811,915         824,806   
  

 

 

    

 

 

 
     17,189,293         16,973,803   

Expenses

     

Commissions and related costs

     13,695,075         13,427,970   

Employee compensation and benefits

     1,596,841         1,538,594   

Occupancy and equipment

     195,525         185,502   

Communications

     117,503         165,435   

Depreciation and amortization

     50,762         40,756   

Other operating expenses

     736,052         691,626   
  

 

 

    

 

 

 
     16,391,758         16,049,883   
  

 

 

    

 

 

 

Income before income taxes

     797,535         923,920   

Provision for income taxes

     330,753         307,411   
  

 

 

    

 

 

 

Net income

   $ 466,782       $ 616,509   
  

 

 

    

 

 

 

Basic income per common share

   $ 0.02       $ 0.02   
  

 

 

    

 

 

 

Diluted income per common share

   $ 0.01       $ 0.02   
  

 

 

    

 

 

 

Weighted average common shares outstanding:

     

Basic

     26,627,098         26,877,131   
  

 

 

    

 

 

 

Diluted

     31,835,940         31,265,999   
  

 

 

    

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

Page 4


Table of Contents

SUMMIT FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

 

     For The Six Months Ended
June 30,
 
     2012      2011  
     (Unaudited)      (Unaudited)  

Revenues

     

Commissions

   $ 33,194,303       $ 32,342,312   

Interest and dividends

     505,217         564,448   

Other

     1,649,126         1,638,121   
  

 

 

    

 

 

 
     35,348,646         34,544,881   

Expenses

     

Commissions and related costs

     28,206,570         27,524,814   

Employee compensation and benefits

     3,340,190         3,302,728   

Occupancy and equipment

     385,939         351,698   

Communications

     231,758         284,105   

Depreciation and amortization

     101,101         85,679   

Other operating expenses

     1,528,099         1,471,840   
  

 

 

    

 

 

 
     33,793,657         33,020,864   
  

 

 

    

 

 

 

Income before income taxes

     1,554,989         1,524,017   

Provision for income taxes

     670,828         570,380   
  

 

 

    

 

 

 

Net income

   $ 884,161       $ 953,637   
  

 

 

    

 

 

 

Basic income per common share

   $ 0.03       $ 0.04   
  

 

 

    

 

 

 

Diluted income per common share

   $ 0.03       $ 0.03   
  

 

 

    

 

 

 

Weighted average common shares outstanding:

     

Basic

     26,588,785         26,843,403   
  

 

 

    

 

 

 

Diluted

     31,797,627         31,655,572   
  

 

 

    

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

Page 5


Table of Contents

SUMMIT FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

 

     For The Six Months Ended
June 30,
 
     2012     2011  
     (Unaudited)     (Unaudited)  

Cash flows from operating activities:

    

Net income

   $ 884,161      $ 953,637   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     101,101        85,679   

Stock-based compensation, net

     464,646        401,534   

Amortization of notes receivable

     78,241        137,142   

Changes in:

    

Deposits held at clearing brokers

     (22     (22

Commissions receivable

     614,571        (452,725

Notes receivable

     (92,071     (112,136

Other receivables

     122,503        841   

Prepaid expenses and other

     75,950        95,758   

Securities owned

     (2,140     (2,110

Accounts payable and accrued expenses

     (484,402     165,563   

Accrued commission expense

     (392,821     (265,798
  

 

 

   

 

 

 

Net cash provided by operating activities

     1,369,717        1,007,363   

Cash flows from investing activities:

    

Purchase of property and equipment

     (23,246     (104,237
  

 

 

   

 

 

 

Net cash used in investing activities

     (23,246     (104,237

Cash flows from financing activities:

    

Payment of preferred stock dividend

     (7,500     (7,500

Proceeds from exercise of stock options and warrants

     55,137        48,245   
  

 

 

   

 

 

 

Net cash provided by financing activities

     47,637        40,745   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     1,394,108        943,871   

Cash and cash equivalents at beginning of period

     10,786,669        9,439,672   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 12,180,777      $ 10,383,543   
  

 

 

   

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

Page 6


Table of Contents

SUMMIT FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

June 30, 2012

NOTE 1—GENERAL

The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods indicated. The condensed consolidated financial statements herein should be read in conjunction with the audited consolidated financial statements and notes thereto, together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in the annual report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 2011 for Summit Financial Services Group, Inc. (the “Company” or “SFSG”). The results of operations for the three- and six-month periods ended June 30, 2012 are not necessarily indicative of the results for the entire fiscal year ending December 31, 2012. Furthermore, actual results for future periods could differ materially from those reported in this Form 10-Q, depending on a variety of factors, including: any adverse effect on the stock market and investor confidence in general, as a result of the economic recession, the sustainability and magnitude of the economic recovery, high unemployment and/or global events, including economic instability among members of the European Union (including Greece and Spain), continued unrest in the Middle East, and the increase in oil prices; the success or failure of our management’s efforts to implement our business strategy, including the net addition of financial advisors; the level of acquisition opportunities available to us and our ability to price and negotiate such transactions on a favorable basis; declining and/or volatile interest rates; weak consumer confidence; our ability to properly manage growth and successfully integrate acquired companies and operations; our ability to compete with major established companies; our ability to attract and retain qualified personnel in a highly competitive environment; our ability to comply in a cost-effective manner with increased regulation, and other risks. Additionally, certain sources of revenues that have historically been available to the Company have been or may be reduced or eliminated in the future, including 12b-1 fees, or trail commissions, from the sale of mutual fund shares, as well as remuneration paid by our clearing brokers. Our results may also be negatively impacted by recent and future reductions in interest rates, as well as from decreases in certain compensation amounts paid by insurance companies and mutual funds with whom we do business. Additionally, increased regulations, and the related cost of compliance therewith, could also impact our margins. A proposal to treat financial advisors licensed with independent broker-dealers as employees, rather than as independent contractors, could also adversely affect our business.

NOTE 2—STOCKHOLDERS’ EQUITY

Basic earnings per share is computed by dividing the net income available to common shareholders for the relevant period by the weighted average number of shares of common stock issued and outstanding during the period. For purposes of calculating diluted earnings per share, the denominator includes both the weighted average number of shares of common stock and the number of dilutive common stock equivalents (“CSEs”). The number of dilutive CSEs includes the effect of stock options, warrants, and deferred stock calculated using the treasury stock method and the number of issuable common shares upon the conversion of preferred stock using the “if converted” method. For purposes of computing the diluted earnings per share for the three- and six-month periods ended June 30, 2012 and June 30, 2011, respectively, the Company has assumed the exercise, delivery or conversion of those securities as follows:

(Shares in 000’s)

 

    For The Three Months Ended
June 30,
    For The Six Months Ended
June 30,
 
    2012     2011     2012     2011  
    Total     Dilutive     Non-Dilutive     Total     Dilutive     Non-Dilutive     Total     Dilutive     Non-Dilutive     Total     Dilutive     Non-Dilutive  

Options

    17,805        12,499        5,306        16,369        11,861        4,508        17,805        12,499        5,306        16,369        11,952        4,417   

Warrants

    559        509        50        559        509        50        559        509        50        559        509        50   

Deferred Stock

    2,800        800        2,000        2,800        400        2,400        2,800        800        2,000        2,800        400        2,400   

Preferred

    144        —          144        144        —          144        144        —          144        144        —          144   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total CSEs

    21,308        13,808        7,500        19,872        12,770        7,102        21,308        13,808        7,500        19,872        12,861        7,011   

Shares Deemed Repurchased

      (8,599         (8,381         (8,599         (8,049  
   

 

 

       

 

 

       

 

 

       

 

 

   

Net Shares Deemed Issued

      5,209            4,389            5,209            4,812     

Basic Weighted Avg. Shares

      26,627            26,877            26,589            26,843     
   

 

 

       

 

 

       

 

 

       

 

 

   

Total Shares and CSEs

      31,836            31,266            31,798            31,655     
   

 

 

       

 

 

       

 

 

       

 

 

   

As of June 30, 2012, the Company had options, warrants and deferred shares outstanding entitling the holders thereof to purchase a total of approximately 21.1 million shares of common stock. The Company also had outstanding shares of preferred stock convertible into approximately 144,000 shares of common stock.

Stock-Based Awards

The Company accounts for stock-based compensation using a fair market value method. Most often, options are granted for the provision of future services, such as continued employment or, in the case of independent financial advisors, their affiliation with the Company. Consequently, the options typically provide for vesting over a period of years, with a certain percentage of the options vesting each year upon the anniversary date of the grant if the grantee is then still affiliated with the Company. Any unearned stock compensation is generally amortized over the period the underlying options are earned, which is typically the vesting period. The fair value of each option grant is estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. The amortization of earned stock expense related to issuances to employees is included in the accompanying condensed consolidated statements of operations under the caption “Employee Compensation and Benefits”, while the amortization of earned stock expense related to issuances to non-employees is included under the caption “Other Operating Expenses.”

 


Table of Contents

The following schedule is intended to reflect the total fair market values of options and warrants issued to both employees and non-employees (net of recaptures) during the three- and six-month periods ended June 30, 2012 and 2011, respectively, as well as the net amortization expense recognized by the Company during those periods related to the issuance of options and warrants in the current and prior period:

 

     For The Three Months
Ended June 30,
    For The Six Months
Ended June 30
 
     2012     2011     2012      2011  

Fair market value of options issued—employees, net

   $ (9,978   $ (22,041   $ 70,704       $ 111,813   

Fair market value of options and warrants issued—non-employees, net

   $ —        $ (53,865   $ 3,254       $ (42,333

Fair market value of deferred stock issued, net

   $ —        $ —        $ —         $ —     

Net amortization expense—options issued to employees

   $ 123,984      $ 78,018      $ 382,584       $ 332,411   

Net amortization expense—options issued to non-employees

   $ 28,778      $ 26,662      $ 82,062       $ 69,123   

NOTE 3—INCOME TAXES

For the three- and six-month periods ended June 30, 2012, the Company’s provision for income taxes reflects an estimated income tax accrual of approximately $331,000 and $671,000, respectively, based on the Company’s estimated effective tax rate for the year ending December 31, 2012. For the three- and six-month periods ended June 30, 2011, the Company’s provision for income taxes reflects an estimated income tax accrual of approximately $307,000 and $570,000, respectively, based on the Company’s estimated effective tax rate for the year ended December 31, 2011. The Company’s income tax provision in any period will be affected by, among other things, permanent, as well as temporary differences in the deductibility of certain items, including stock-based compensation and the amortization of intangible assets. As a result, the Company may experience significant fluctuations in the effective book tax rate (that is, current tax expense divided by pre-tax book income) from period to period.

NOTE 4—NET CAPITAL REQUIREMENT

Summit Brokerage Services, Inc., the Company’s wholly-owned broker-dealer subsidiary (“Summit Brokerage” or “SBS”), is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At June 30, 2012, Summit Brokerage had net capital of approximately $4.37 million, which was approximately $4.12 million in excess of its SEC-required minimum net capital of $0.25 million. Under SEC Rule 15c3-1, Summit Brokerage’s aggregate indebtedness to net capital ratio was 1.11 to 1 at June 30, 2012. The amount of net capital during any period will fluctuate based on a number of factors, including the operating results for SBS. Net capital will also be impacted by contributions of capital to SBS from the Company, as well as distributions of capital from SBS to SFSG. During the three-month period ended June 30, 2011, SBS distributed $900,000 to SFSG. No such distributions were made in the quarter ended June 30, 2012.

NOTE 5—CONTINGENCIES

The Company is, or may become, a party to legal proceedings relating to various claims and lawsuits arising in the normal course of business. Management has provided an accrual for estimated probable losses which could result from asserted matters. Management believes that, to the best of its knowledge, the range of potential net losses resulting from the currently asserted proceedings in excess of the accrued amount, if any, will not be material to the Company’s financial position or results of operations. See our Form 10-K for the fiscal year ended December 31, 2011, for other potential loss contingencies.

NOTE 6— RECLASSIFICATIONS

The Company has reclassified certain administrative and service fees that were previously offset against related expenses as reflected in the following table. Previously reported amounts have also been reclassified to conform to the current year presentation. The reclassifications had no impact on previously reported net income.

 

     For The Three Months Ended June 30, 2011      For The Six Months Ended June 30, 2011  
     As Originally
Presented
     Reclassification      As Reclassified      As Originally
Presented
     Reclassification      As
Reclassified
 

Revenues

                 

Commissions

     15,843,796         30,939         15,874,735         32,307,614         34,698         32,342,312   

Other Revenue

     383,658         441,148         824,806         727,186         910,935         1,638,121   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     16,227,454         472,087         16,699,541         33,034,800         945,633         33,980,433   

Expenses

                 

Commissions and related costs

     13,274,126         153,844         13,427,970         27,173,907         350,907         27,524,814   

Communications

     117,453         47,982         165,435         195,763         88,342         284,105   

Other operating expenses

     421,365         270,261         691,626         965,456         506,384         1,471,840   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     13,812,944         472,087         14,285,031         28,335,126         945,633         29,280,759   


Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s financial condition and results of its operations for the three- and six-month periods ended June 30, 2012 and 2011 should be read in conjunction with the Company’s condensed consolidated financial statements included as Item 1 herein. When used in the following discussions, the words “believes,” “anticipates,” “intends,” “expects,” and similar expressions are intended to identify forward-looking statements. As further explained in the section entitled “Forward Looking Statements” on page 2 herein, such statements are subject to certain risks and uncertainties, which could cause results to differ materially from those projected.

Overview

The Company is a Florida-based financial services holding company that provides, through its Summit Brokerage Services, Inc. (“Summit Brokerage” or “SBS”) operating subsidiary, a broad range of securities brokerage and investment services to primarily individual investors. Summit Brokerage also sells insurance products, predominantly fixed and variable annuities and life insurance, under licenses held by its SBS Insurance Agency of Florida, Inc. (“SBSIA”) subsidiary (or by SBSIA’s subsidiary entities). Summit Brokerage also provides, through its SEC registered investment advisor subsidiary, Summit Financial Group, Inc. (“SFG”), asset management and investment advisory services. SFSG was incorporated under the laws of the State of Florida in 2003.

Summit Brokerage is registered as a broker-dealer with the SEC, is a member of the Financial Industry Regulatory Authority (“FINRA”) (f/k/a National Association of Securities Dealers, Inc. (“NASD”)), the Municipal Securities Rule Making Board (“MSRB”), the National Futures Association (“NFA”) and the Securities Investor Protection Corporation (“SIPC”), and is licensed to conduct its brokerage activities in all 50 states, plus the District of Columbia. SFG is registered or eligible to conduct business as an investment advisor in 37 states and the District of Columbia. SBSIA, directly or through its subsidiary entities, is licensed to sell insurance, or is not required to be so licensed, in all jurisdictions where the Company conducts its brokerage activities.

As of July 31, 2012, we had approximately 300 financial advisors operating from approximately 210 offices located throughout the United States. Our financial advisors service retail, and to a much lesser extent, institutional clients. The number of financial advisors in each affiliate office typically ranges from one to five, although the number of financial advisors in certain offices may exceed this amount. With the exception of our Boca Raton, Florida branch (the “Boca Branch”), all of our branch offices and satellite locations are owned and operated by independent owners, whom we refer to as affiliates, who maintain all appropriate licenses and are responsible for all of their respective office overhead and expenses. Our financial advisors offer a broad range of investment products and services. These products and services allow us to generate both commissions (from transactions in securities and other investment products) and fee income (for providing investment advisory services, namely managing a client’s account). The investment products and services offered include mutual funds, annuities, insurance, individual stocks and bonds, and managed money accounts. Historically, many of our affiliates have also provided financial planning services to their clients, wherein the financial advisor evaluates a client’s financial needs and objectives, develops a detailed plan, and then implements the plan with the client’s approval. When the implementation of such objectives involves the purchase or sale of securities (including the placement of assets within a managed account) such transactions are effected through Summit Brokerage, for which we earn either a commission or a fee. The following table reflects the various sources of revenue and the percentage of total revenues for the three-month and six-month periods ended June 30, 2012 and 2011:

 

     For The Three Months Ended June 30,     For The Six Months Ended June 30,  
     2012     2011     2012     2011  

Insurance related products

   $ 5,766,538         34   $ 5,487,484         32   $ 11,869,845         34   $ 11,472,381         34

Equities

     2,210,224         13        2,469,587         15        4,763,958         13        5,884,493         17   

Mutual funds

     2,983,971         17        2,814,065         17        5,972,301         17        5,296,091         15   

Investment advisory fees

     3,505,615         20        3,447,391         20        6,885,628         20        6,617,518         19   

Other commission income

     1,668,261         10        1,625,269         10        3,677,860         10        3,037,131         9   

Miscellaneous

     1,054,684         6        1,130,007         6        2,179,054         6        2,237,267         6   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 17,189,293         100   $ 16,973,803         100   $ 35,348,646         100   $ 34,544,881         100
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

We do not hold any funds or securities of our customers, but instead utilize, on a fully disclosed basis, the services of First Clearing, LLC (an affiliate of Wells Fargo & Company) and Pershing, LLC (an affiliate of the Bank of New York Mellon) as our clearing brokers (the “Clearing Brokers”). Our clearing arrangements provide us with back office support, transaction processing services on all principal national and international securities exchanges, and access to many other financial services and products. These arrangements allow us to offer a range of products and services that are generally offered only by firms that are larger and have more capital than Summit Brokerage.

By their nature, our business activities are highly competitive and are subject to, among other things, general market conditions, including the volatility of the trading markets and the attractiveness of various forms of investment products. Consequently, our revenues and net income or loss are subject to substantial positive and negative fluctuations due to a variety of factors that cannot be predicted with great certainty and may result in revenues and net income or loss in any particular period that may not be representative of future results, and may vary significantly from period to period. Furthermore, our mix of business in any particular period will be impacted by several factors, including the attractiveness of any particular type of investment when compared with other types of investments, and the types of investments sold by newly added financial advisors to our Company, many of whom specialize in the sale of specific types of investment products.

In general, our financial results can be impacted by a number of factors, including general market conditions and volatility, as well as our ability to recruit and retain financial advisors. During the three- and six-month periods ended June 30, 2012, our revenues were positively impacted by an increase in the average production per financial advisor when compared with the comparable 2011 periods.

Although we expect our results, in general, to be impacted by macroscopic forces such as the state of the economy, as well as overall market conditions and investor confidence (including as a result of concerns about the federal budget deficit), we may experience fluctuations in our revenue that do not follow such trends, or mirror trends experienced by the financial services industry as a whole. This is because, given our size, we may add, or lose, financial advisors who generate a significant amount of commissions from the sale of a particular type of investment product. As we grow larger, we anticipate that the ability of any branch office to impact our overall revenue, or mix of revenue, will be diminished. However, due to our size, it is possible that the addition or loss of financial advisors (and their customers) who focus on certain products over other products will be a factor in causing fluctuations in our revenue and/or revenue mix from period to period which may not be representative of results in other periods or reflective of general market conditions or economic trends.


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Broker-dealers, and their affiliated registered representatives, operate in a highly regulated industry. For 2012 and beyond, we expect our operating results to be impacted by the continued increase in the rules and regulations that govern how we and our advisors are required to conduct business. Many of these new rules, which were designed in response to the factors leading up to the market turmoil of 2008, as well as the Madoff scandal and other instances of corporate fraud, will require Summit Brokerage to devote considerable resources to their implementation, and subsequent monitoring. Significant new rules and regulations are likely to arise as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was enacted in July 2010. Provisions of the Dodd-Frank Act that may impact our business include, but are not limited to: the potential implementation of a more stringent fiduciary standard for broker-dealers and enhanced regulatory oversight of incentive compensation. Compliance with these provisions, as well as other regulatory initiatives, has resulted in, and is likely to continue to result in, increased costs. Moreover, to the extent the Dodd-Frank Act impacts the operations, financial condition, liquidity and capital requirements of financial institutions with which we do business, those institutions may seek to pass on increased costs, reduce their capacity to transact, or otherwise modify the way they interact with us. The ultimate impact that the Dodd-Frank Act will have on us, the financial industry and the economy cannot be known until all such applicable regulations called for under the Dodd-Frank Act have been finalized and implemented. In addition, several of these rules, as well as other regulatory initiatives, may ultimately have the effect of reducing certain types of compensation received by Summit Brokerage, such as the SEC’s consideration of a rule that would limit the amount of 12b-1 fees that could be paid to a broker-dealer. A proposal to treat financial advisors licensed with independent broker-dealers as employees, rather than as independent contractors, could also adversely affect our business.

In addition to increased compliance costs, our earnings may also be negatively impacted by several other factors beyond our control, including overall adverse market performance resulting from declines in investor confidence, including, but not limited to, as a result of the economic recession, the sustainability and magnitude of the economic recovery, high unemployment and/or global events, including economic instability among members of the European Union (including Greece and Spain), continued unrest in the Middle East, and the increase in oil prices. Other factors that may negatively impact our operating results include, but are not limited to, problems that may result from our significant reliance on technology, especially related to the execution of orders on behalf of our customers, as well as the significant reliance on technology of our clearing firms and any other third parties with whom either they or Summit do business; low interest rates, which reduces the amount of compensation that Summit receives; and any uninsured losses resulting from our advisors engaging in inappropriate activities that may adversely affect their clients.

Factors that might also impact our operating results include the success or failure of our management’s efforts to implement our business strategy, including the net addition of financial advisors; the level of acquisition opportunities available to us and our ability to price and negotiate such transactions on a favorable basis; declining and/or volatile interest rates; the level of consumer confidence; our ability to properly manage growth and successfully integrate acquired companies and operations; our ability to compete with major established companies; our ability to attract and retain qualified personnel in a highly competitive environment; and the increased costs associated with monitoring the activities of our advisors, including related to the use of social media as well as the protection of customer privacy.

We continue to focus our business plan on increasing our network of affiliated financial advisors, primarily through recruiting efforts. Although we will continue to attempt to recruit those financial advisors who serve as financial planners (who sell primarily annuities, insurance, mutual funds and fee-based products), we also intend to pursue the addition of financial advisors who focus on the sale of different types of securities, namely equities, fixed income and investment advisory products. There can be no assurance that we will be successful in our recruiting efforts. By focusing our business plan on increasing our network of affiliated financial advisors, we believe we can expand our base of revenue and our network for the retail brokerage of securities without the capital expenditures that would be required to open Company-owned offices and the additional administrative and other costs of hiring financial advisors as in-house employees. As was the case with the Boca Branch, however, we may evaluate potential acquisitions, including those that would result in acquired financial advisors becoming employees of Summit Brokerage. Historically, Summit Brokerage has recruited offices comprised of between one and three financial advisors. Prospectively, we expect to continue to recruit smaller offices, although we will also target larger offices comprised of many financial advisors. Because of the size of these larger offices, we may be required to pay a greater percentage of the office’s commissions than we would pay to a smaller office. As a result, if we are successful, of which no assurance can be given, we may experience a potential decline in our gross margin percentage.

We may also pursue mergers with, or the acquisition of the assets of, other brokerage firms. Our ability to realize growth through acquisitions, however, will depend on the availability of suitable broker-dealer candidates and our ability to successfully negotiate favorable terms (from both sellers as well as financing sources, if necessary), and there can be no assurance that we will be able to consummate any such acquisitions. Further, there are costs associated with the integration of new businesses and personnel, which may be more than we anticipate at that time. Thus, there is no assurance that we will be able to successfully execute such growth strategy.

As we continue to grow, we may also incur increases in expenses related to, among other things, marketing and recruiting, personnel, office space, and the amortization of forgivable loans provided to newly-recruited financial advisors. There can be no assurance that any increased revenue from growth will be sufficient to offset any increased expenses. In addition, the Company may elect to expand the types of trading activities in which it serves as a principal, which transactions are inherently more risky than transactions in which the Company serves as an agent. Furthermore, the Company has determined that its long term growth strategy can best be maximized through the reinvestment of its earnings into the development of its infrastructure and its recruiting and

business development efforts, including through the payment of upfront amounts to financial advisors. As a result, the Company’s future earnings may be significantly less than in prior years should our revenue growth be less than anticipated.

For our current level of operating activities, we believe that our operations and current capital resources will be sufficient to fund our working capital needs through 2012. The Company may, however, seek additional capital within the next 12 months should it elect to continue pursuing a strategy that incorporates the use of both forgivable and non-forgivable loans to induce newly recruited financial advisors to affiliate with the Company. In addition, we anticipate that our strategy of growth through acquisitions may necessitate additional debt and/or equity financing, although there can be no assurances that this will happen. Our failure to obtain sufficient financing for either of these purposes could have a material adverse effect on our ability to execute our growth strategy to the extent desired.

Results of Operations

The following discussion relates to the results of operations for the three months ended June 30, 2012 (the “2012 Quarter”) and the comparable period in the prior year (the “2011 Quarter”), as well as the results of operations for the six months ended June 30, 2012 (the “2012 Period”) and the comparable period in the prior year (the “2011 Period”). All amounts are approximate unless otherwise indicated.

Comparison of Three Months Ended June 30, 2012 and June 30, 2011

Revenue:

Commission revenue of $16.14 million for the 2012 Quarter represents an increase of $0.27 million, or 2%, over the $15.87 million of commission revenue reported for the 2011 Quarter. For the 2012 Quarter, our revenues were positively impacted by an increase in the average production per financial advisor affiliated with the Company during the 2012 Quarter compared with the 2011 Quarter.

In any period, our mix of business will be impacted by several factors, including, among other things, investor confidence, as reflected by the movements of the equities markets, and the attractiveness of non-equity-related investment products, such as fixed income securities. Additionally, during any period, we may add, or lose, a significant number of financial advisors who focus only on the sale of a particular type or types of investment product(s) (e.g., insurance, equities, fixed income, etc.).


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Interest and dividends decreased by $41,000, or 15%, from $274,000 in the 2011 Quarter to $233,000 in the 2012 Quarter. Interest and dividend income is comprised primarily of that portion of the interest income earned from, and the interest expense charged to, clients of Summit Brokerage that are received from our Clearing Brokers. This decline is due to an overall reduction in the interest income earned by our Clearing Brokers resulting from the overall decline in interest rates. As a result, the amounts received by Summit Brokerage have declined over amounts received in prior periods. The effect of any such reductions by our Clearing Brokers will vary depending upon the aggregate amount of the client balances upon which such amounts are based. Any further significant reduction in our interest and dividend income could materially adversely affect our operating results.

Other revenue decreased by $13,000, or 2%, from $825,000 in the 2011 Quarter to approximately $812,000 in the 2012 Quarter. This decrease is due primarily to a decrease in credits and reimbursements received by us from our advisors and Clearing Brokers.

Expenses:

Commissions and related costs increased to $13.70 million in the 2012 Quarter, which represents an increase of $0.27 million, or 2%, from the $13.43 million reported for the 2011 Quarter. In general, commissions and related costs are directly related to commission revenue, and will typically increase or decrease proportionately as commission revenue rises or falls. Commissions and related costs, as a percentage of commission revenue, increased in the 2012 Quarter to 84.8% from 84.6% in the 2011 Quarter. Commissions and related costs as a percentage of commission revenues can also be impacted by several other factors. For example, commissions and related costs as a percentage of commission revenue may increase as a result of certain newly recruited advisors electing to take a greater payout for a limited period of time in lieu of upfront, forgivable loans. Conversely, commissions and related costs as a percentage of commission revenues would decline upon the expiration of such limited periods. The Company also includes within commissions and related costs the amortization related to the issuance of forgivable notes receivable, which amounts decreased by $16,000 during the 2012 Quarter when compared to the 2011 Quarter. Prospectively, we would expect this cost to increase as we recruit more independent financial advisors. Because our independent financial advisors are responsible for the payment of all costs associated with operating their offices, we must pay them a higher percentage of the commissions they generate (typically 80% to 90%), than we pay to those financial advisors working from the Boca Branch, where we pay the costs associated with operating the Boca Branch.

Employee compensation and benefits increased to $1.60 million in the 2012 Quarter, which represents an increase of approximately $60,000, or 4%, from the $1.54 million reported for the 2011 Quarter. This increase was due primarily to an increase in the net expenses related to the issuance of common stock and common stock equivalents to our employees. For the 2012 and 2011 Quarters, a total of $124,000 and $78,000, respectively, was expensed (net of recaptured amortization), all of which related to the amortization of unearned stock compensation for employees.

Occupancy and equipment costs increased by 5%, or $10,000, to $196,000 in the 2012 Quarter from $186,000 in the 2011 Quarter. This increase was due primarily to increased costs associated with our document imaging system, as well as certain equipment leases.

Communications expense decreased by $47,000, or 28%, to $118,000 in the 2012 Quarter from $165,000 in the 2011 Quarter, due primarily to a decrease in website maintenance and technology costs.

Depreciation and amortization expense increased by $10,000, or 25%, to $51,000 for the 2012 Quarter. This increase is due primarily to the addition of leasehold improvements in connection with the Company’s relocation, and enhancements to our technology infrastructure.

Other operating expenses include the general and administrative costs incurred by the Company, to the extent such costs are not included elsewhere. Other operating expenses increased by $44,000, or 6%, to $736,000 during the 2012 Quarter from $692,000 for the 2011 Quarter. This increase was due primarily to increases in insurance costs of $23,000, consulting fees of $27,000, licensing and regulatory costs of $17,000 and $16,000 in legal, accounting and litigation costs, which increases were only partially offset by decreases in bad debt expense of $34,000, travel and related costs of $33,000. Additionally, we include within other operating expenses those net expenses related to the issuance of common stock and CSEs, such as options, to non-employees. For the 2012 and 2011 Quarters, a total of $29,000 and $27,000, respectively, was expensed (net of recaptured amortization) for such issuances, all of which related to the amortization of unearned stock compensation.

Provision for income taxes was $331,000 for the 2012 Quarter compared to $307,000 for the 2011 Quarter. Our provision for income taxes in any period will be affected by, among other things, permanent, as well as temporary differences in the deductibility of certain items, including stock-based compensation and the amortization of intangible assets.

Net Income:

For the 2012 Quarter, we generated net income of $467,000, or $0.02 per basic and $0.01 per diluted share, as compared to net income for the 2011 Quarter of $617,000, or $0.02 per basic and diluted share.

Comparison of Six Months Ended June 30, 2012 and June 30, 2011

Revenue:

Commission revenue of $33.19 million for the 2012 Period represents an increase of $0.85 million, or 3%, over the $32.34 million of commission revenue recorded for the 2011 Period. For the 2012 Period, our revenues were positively impacted by an increase in the average production per financial advisor affiliated with the Company during the 2012 Period compared with the 2011 Period.

In any period, our mix of business will be impacted by several factors, including, among other things, investor confidence, as reflected by the movements of the equities markets, and the attractiveness of non-equity-related investment products, such as fixed income securities. Additionally, during any period, we may add, or lose, a significant number of financial advisors who focus only on the sale of a particular type or types of investment product(s) (e.g., insurance, equities, fixed income, etc.).

Interest and dividends decreased by $59,000 or 10% from $564,000 in the 2011 Period to $505,000 in the 2012 Period. Interest and dividend income is comprised primarily of that portion of the interest income earned from, and the interest expense charged to, clients of Summit Brokerage that are received from our Clearing Brokers. This decline is due to an overall reduction in the interest income earned by our Clearing Brokers resulting from the overall decline in interest rates. As a result, the amounts received by Summit Brokerage have declined over amounts received in prior periods. The effect of any such reductions by our Clearing Brokers will vary depending upon the aggregate amount of the client balances upon which such amounts are based. Any further significant reduction in our interest and dividend income could materially adversely affect our operating results.

Other revenues stayed substantially the same increasing slightly by 0.6%, or $10,000, to $1.65 million in the 2012 Period from $1.64 million in the 2011 Period.


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Expenses:

Commissions and related costs increased to approximately $28.21 million in the 2012 Period, which represents an increase of $0.69 million, or 2.5%, from the approximately $27.52 million reported for the 2011 Period. In general, commissions and related costs are directly related to commission revenue, and will typically increase or decrease proportionately as commission revenue rises or falls. Commissions and related costs, as a percentage of commission revenue, were 85.0% for the 2012 Period, compared with 85.1% for the 2011 Period. Commissions and related costs as a percentage of commission revenues can also be impacted by several other factors. For example, commissions and related costs as a percentage of commission revenue may increase as a result of certain newly recruited advisors electing to take a greater payout for a limited period of time in lieu of upfront, forgivable loans. Conversely, commissions and related costs as a percentage of commission revenues would decline upon the expiration of such limited periods. The Company also includes within commissions and related costs the amortization related to the issuance of forgivable notes receivable, which amounts decreased by $59,000 during the 2012 Period when compared to the 2011 Period. Prospectively, we would expect this cost to increase as we recruit more independent financial advisors. Because our independent financial advisors are responsible for the payment of all costs associated with operating their offices, we must pay them a higher percentage of the commissions they generate (typically 80% to 90%), than we pay to those financial advisors working from the Boca Branch, where we pay the costs associated with operating the Boca Branch.

Employee compensation and benefits increased by a moderate 1%, or $40,000, to $3.34 million in the 2012 Period compared with the $3.30 million reported for the 2011 Period. We also include within employee compensation and benefits the net expenses related to the issuance of common stock and CSEs to our employees. For the 2012 and 2011 Periods, a total of $383,000 and $332,000, respectively, was expensed (net of recaptured amortization), all of which related to the amortization of unearned stock compensation for employees.

Occupancy and equipment costs increased by 10%, or $34,000, to $386,000 in the 2012 Period from $352,000 in the 2011 Period. This increase was due primarily to increased costs associated with our document imaging system, as well as certain equipment leases, as well as the absence in the 2012 Period of refunds received related to common area maintenance.

Communications expense decreased by $52,000, or 18%, to $232,000 in the 2012 Period from $284,000 in the 2011 Period due primarily to a decrease in website maintenance and development costs in the 2012 Period compared with the 2011 Period.

Depreciation and amortization expense increased by $15,000, or 18%, to $101,000 for the 2012 Period. This increase is due primarily to the addition of leasehold improvements in connection with our relocation and enhancements made to the commission system.

Other operating expenses include the general and administrative costs incurred by the Company, to the extent such costs are not included elsewhere. Other operating expenses increased to $1.53 million during the 2012 Period from $1.47 million during the 2011 Period. This $60,000 or 4% increase was due primarily to increases in insurance costs of $42,000, consulting fees of $73,000, and $70,000 in legal, accounting and litigation costs, which increases were only partially offset by decreases in bad debt expense of $33,000, travel and related costs of $46,000, and advertising and promotion costs of $18,000. Additionally, we include within other operating expenses those net expenses related to the issuance of common stock and CSEs, such as options, to non-employees. For the 2012 and 2011 Periods, a total of $82,000 and $69,000, respectively, was expensed (net of recaptured amortization) for such issuances, all of which related to the amortization of unearned stock compensation.

Provision for income taxes was $671,000 for the 2012 Period compared to $570,000 for the 2011 Period. Our provision for income taxes in any period will be affected by, among other things, permanent, as well as temporary differences in the deductibility of certain items, including stock-based compensation and the amortization of intangible assets.

Net Income:

For the 2012 Period, we generated net income of $884,000, or $0.03 per basic and diluted share, as compared to net income for the 2011 Period of $954,000, or $0.04 per basic and $0.03 per diluted share.

Liquidity and Capital Resources

Cash provided by, or used in, operating activities for any period includes the net income for that period adjusted for non-cash items and the effects of changes in working capital. Net cash provided by operating activities during the 2012 Period totaled $1.4 million, which was primarily due to net income of $884,000 increased by non-cash adjustments of $465,000 of net stock-based compensation, $78,000 related to the amortization of notes receivable, and $101,000 related to depreciation and amortization.

Net cash used in investing activities during the 2012 Period was $23,000, which represented the purchase and retirement of property and equipment.

Net cash generated by financing activities during the 2012 Period was $48,000, which represented the receipt of $55,000 from the exercise of stock options, less dividends of $7,500 paid on our Series A Preferred Stock.

Overall, cash and cash equivalents increased during the 2012 Period by approximately $1.4 million to approximately $12.2 million at June 30, 2012 from approximately $10.8 million at December 31, 2011. This increase was due primarily to cash provided by operations, as previously described.

 

Item 4. Controls and Procedures

The Company’s Chief Executive Officer and the Company’s Chief Financial Officer evaluated the Company’s disclosure controls and procedures as of June 30, 2012. Based upon this evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that material information required to be disclosed is included in the reports that it files with the Securities and Exchange Commission.

During the quarter ended June 30, 2012, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II. OTHER INFORMATION

 

Item 6. Exhibits

 

Number

  

Name

31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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SUMMIT FINANCIAL SERVICES GROUP, INC.

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.

 

Date: August 14, 2012       Summit Financial Services Group, Inc.
      (Registrant)
      /S/    MARSHALL T. LEEDS        
      Marshall T. Leeds,
      Chairman of the Board, Chief Executive Officer and President
      (Principal Executive Officer)
Date: August 14, 2012       /S/    STEVEN C. JACOBS        
      Steven C. Jacobs,
      Executive Vice President and Chief Financial Officer
      (Principal Accounting Officer)

 

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EXHIBIT INDEX

 

EXHIBIT

NUMBER

  

DESCRIPTION

31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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