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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 10-Q
(Mark One)
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Quarterly Period Ended June 27, 1997
OR
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number: 0-22163
_________________
AMERITRADE HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 47-0642657
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4211 SOUTH 102ND STREET, OMAHA, NEBRASKA
68127
(Address of principal executive offices)
(Zip Code)
(402) 331-7856
(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 of 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months, and (2) has been subject to such
filing requirements for the past ninety days:
Yes (X) No
As of August 1, 1997 there were 14,517,823 outstanding shares of the
registrant's common stock.
<PAGE>
AMERITRADE HOLDING CORPORATION
INDEX
Page No.
-------
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Statements of Income...................... 3
Consolidated Balance Sheets............................ 4
Consolidated Statements of Cash Flows.................. 5
Notes to Consolidated Financial Statements............. 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.......... 7
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits..................................... 11
3.1 Certificate of Incorporation
3.2 Bylaws
4.1 Form of Certificate for Class A Stock
10.36 Fourth Amendment to Loan Agreement
dated as of January 31, 1997, by and
among First National Bank of Omaha,
TransTerra Co., and AmeriTrade, Inc.
10.37 Note, dated as of January 31, 1997,
made by AmeriTrade Holding
Corporation in favor of First
National Bank of Omaha
10.38 Security Agreement, dated as of
January 31, 1997, made by AmeriTrade
Holding Corporation in favor of First
National Bank of Omaha
27.1 Financial Data Schedule
(b) Reports on Form 8-K........................... 11
SIGNATURES...................................................... 13
2
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PART I - FINANCIAL INFORMATION
ITEM 1. - CONSOLIDATED FINANCIAL STATEMENTS
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Month Period Ended Nine Month Period Ended
------------------------------------- ----------------------------------
June 27, 1997 June 28, 1996 June 27, 1997 June 28, 1996
----------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
REVENUES
Commissions and Clearing Fees $ 13,238,251 $ 10,653,498 $ 36,380,575 $ 28,435,034
Interest Revenue 10,033,641 5,783,036 25,158,249 16,568,408
Equity Income from Investments 684,409 1,309,083 2,379,948 2,812,004
Other 947,583 895,938 2,667,741 2,226,864
----------------- ---------------- --------------- ---------------
Total Revenues 24,903,884 18,641,555 66,586,513 50,042,310
Interest Expense 4,958,559 2,813,820 12,845,825 8,182,044
----------------- ---------------- --------------- ---------------
Net Revenues 19,945,325 15,827,735 53,740,688 41,860,266
EXPENSES EXCLUDING INTEREST
Employee Compensation and Benefits 4,716,452 3,882,844 13,670,951 10,115,880
Commissions and Clearance 900,023 606,932 2,297,772 2,007,202
Communications 1,359,166 1,082,038 3,972,265 2,689,513
Occupancy and Equipment Costs 1,429,758 816,120 3,759,194 1,951,936
Advertising and Promotion 2,464,332 2,629,974 12,032,335 6,036,113
Provision for Losses 12,000 (11,630) 36,000 142,014
Amortization of Goodwill 90,750 90,752 272,255 272,260
Other 1,832,996 1,429,019 5,216,534 3,389,795
----------------- ---------------- --------------- ---------------
Total Expenses Excluding Interest 12,805,477 10,526,049 41,257,306 26,604,713
Income Before Provision for Income Taxes 7,139,848 5,301,686 12,483,382 15,255,553
Provision for Income Taxes 2,552,402 2,210,733 4,502,580 6,354,911
----------------- ---------------- --------------- ---------------
NET INCOME $ 4,587,446 $ 3,090,953 $ 7,980,802 $ 8,900,642
================= ================ =============== ===============
Earnings per Share $ 0.32 $ 0.24 $ 0.59 $ 0.69
================= ================ =============== ===============
Weighted Average Shares Outstanding 14,517,823 12,813,823 13,519,244 12,813,823
</TABLE>
See notes to consolidated financial statements.
3
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AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 27, September 27,
1997 1996
--------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 16,275,679 $ 15,767,170
Cash and investments segregated in compliance with
federal regulations 365,381,639 175,668,497
Receivable from brokers, dealers, and clearing
organizations 17,148,793 15,096,862
Receivable from customers and correspondents - net
of allowance for doubtful accounts of $235,783 and $202,956
in 1997 and 1996, respectively 256,156,008 166,075,055
Furniture, equipment, and leasehold improvements - net
of accumulated depreciation and amortization of $3,262,964 and $2,139,323
in 1997 and 1996, respectively 7,126,647 3,746,178
Goodwill - net of accumulated amortization 6,437,513 6,709,765
Equity investments 6,779,002 7,157,783
Other investment 4,041,419 5,000,000
Deferred income taxes 762,854 444,378
Other assets 10,782,415 6,013,544
-------------- -------------
Total assets $ 690,891,969 $ 401,679,232
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Payable to brokers, dealers, and clearing organizations $ 1,158,261 $ 1,193,479
Payable to customers and correspondents 613,336,686 356,942,970
Accounts payable and accrued liabilities 15,233,170 7,221,008
Notes payable to bank - 4,853,000
Income taxes payable 600,839 806,711
-------------- -------------
Total liabilities 630,328,956 371,017,168
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1 par value; authorized 3,000,000 shares, none issued - -
Common stock, $0.01 par value:
Class A; 25,000,000 shares authorized; 13,153,423 and 11,449,423 issued
and outstanding in 1997 and 1996, respectively 131,534 114,494
Class B; 2,000,000 shares authorized; 1,364,400 shares issued
and outstanding in 1997 and 1996, respectively 13,644 13,644
-------------- -------------
Total common stock 145,178 128,138
Additional paid in capital 23,297,506 809,665
Retained earnings 37,705,063 29,724,261
Net unrealized investment loss (584,734) -
-------------- -------------
Total stockholders' equity 60,563,013 30,662,064
-------------- -------------
Total liabilities and stockholders' equity $ 690,891,969 $ 401,679,232
============== ==============
</TABLE>
See notes to consolidated financial statements.
4
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AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Month Period Ended
----------------------------------
June 27, 1997 June 28, 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,980,802 $ 8,900,642
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation and amortization 1,180,741 689,847
Provision for losses 36,000 142,015
Deferred income taxes 55,371 (614,537)
Issuance of class A Company stock to directors 33,750 -
Equity income from investments (2,379,948) (2,812,004)
Amortization of goodwill 272,255 272,260
Changes in operating assets and liabilities:
Cash and investments segregated in compliance with federal regulations (189,713,142) 8,503,221
Brokerage receivables (92,168,884) (72,739,509)
Other assets (4,768,874) (13,407)
Brokerage payables 256,358,498 63,626,408
Accounts payable and accrued liabilities 8,012,162 2,234,382
Income taxes payable (205,872) (392,829)
------------ ------------
Net cash provided by (used in) operating activities (15,307,141) 7,796,489
Cash flows from investing activities:
Acquisition of subsidiary - (188,953)
Purchase of furniture, equipment and leasehold improvements (4,561,210) (1,506,008)
Proceeds from sale of furniture, equipment and leasehold improvements - 687,450
Purchase of equity and other investments (441,823) (6,175,345)
Distributions received from equity investments 3,200,552 2,184,823
-------------- ------------
Net cash used in investing activities (1,802,481) (4,998,033)
Cash flows from financing activities:
Proceeds from notes payable to bank 1,700,000 8,000,000
Principal payments on notes payable to bank (6,553,000) (8,936,000)
Proceeds from initial public offering, net of offering costs 22,471,131 -
-------------- ------------
Net cash provided by (used in) financing activities 17,618,131 (936,000)
-------------- ------------
Net increase in cash and cash equivalents 508,509 1,862,456
Cash and cash equivalents at beginning of period 15,767,170 1,765,643
-------------- ------------
Cash and cash equivalents at end of period $ 16,275,679 $ 3,628,099
============== ============
Supplemental cash flow information:
Interest paid $ 12,144,171 $ 5,281,405
Income taxes paid $ 4,523,217 $ 2,791,831
Noncash investing activity:
Unrealized investment loss, net of deferred income taxes $ 584,734 $ -
</TABLE>
See notes to consolidated financial statements.
5
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AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of AmeriTrade Holding Corporation and its wholly-owned
subsidiaries (collectively, the "Company"). The Company is a provider of
discount securities brokerage and related financial services, including
clearing and execution services.
These financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC) and, in the
opinion of management, reflect all adjustments, which are all of a normal
recurring nature, necessary to present fairly the financial position,
results of operations and cash flows for the periods presented in
conformity with generally accepted accounting principles. All material
intercompany balances and transactions have been eliminated. These
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's
registration statement filed on Form S-1, as amended, which became
effective on March 4, 1997. The results of operations for the three and
nine months ended June 27, 1997 are not necessarily indicative of the
results for the entire fiscal year ending September 26, 1997.
2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards (SFAS) No. 121 - Effective in
fiscal 1997, the Company adopted SFAS No. 121, Accounting for Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The new
standard established the accounting and reporting requirements for
recognizing and measuring impairment of long-lived assets to be either held
and used or held for disposal. The adoption of SFAS No. 121 did not have
an effect on the consolidated financial statements.
SFAS No. 123 - Effective with its initial public offering of common stock,
the Company adopted SFAS No. 123, Accounting for Stock-Based Compensation.
The new standard established the accounting and reporting requirements
using a fair value-based method of accounting for stock-based employee
compensation plans. The adoption of SFAS No. 123 did not have an effect on
the consolidated financial statements.
SFAS No. 125 - In June 1996, SFAS No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, was
issued. The new standard provides consistent standards for determining if
transfers of financial assets are sales or secured borrowings, and which
revises the accounting rules for liabilities extinguished by an in-
substance defeasance. The company does not expect SFAS No. 125 to have a
material effect on its operating results or financial condition.
SFAS No. 128 - In February 1997, SFAS No. 128, Earnings per Share, was
issued. The new standard revises the previous requirements for computing
earnings per share, and will become effective for the Company in the first
quarter of fiscal 1998. The Company does not
6
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expect SFAS No. 128 to have a material effect on its earnings per share,
presentation, or disclosure.
SFAS No. 130 -- Reporting Comprehensive Income, and SFAS No. 131 --
Disclosures about Segments of an Enterprise and Related Information, were
issued by the FASB in June 1997 and are effective for fiscal years
beginning after December 15, 1997. SFAS No. 130 establishes standards for
the reporting and display of comprehensive income, which includes net
income and changes in equity except those resulting from investments by, or
distributions to, stockholders. SFAS No. 131 establishes standards for
disclosures related to business operating segments. The company is
currently evaluating the effect and implementation of these new standards.
3. INVESTMENTS
Investments in other companies and partnerships are accounted for under the
equity method when the Company has the ability to exercise significant
influence over the investee's operating and financial policies or when the
investment is a corporate joint venture. Other investments consist of
available-for-sale securities carried at fair value, with unrealized
holding gains and losses, net of deferred income tax, reported as a
separate component of stockholders' equity.
4. INITIAL PUBLIC OFFERING OF COMMON STOCK
The Company sold 1,700,000 shares of its common stock in an initial public
offering at a price of $15 per share on March 4, 1997. The proceeds from
the public offering were $22,471,131 after deducting underwriting
discounts, commissions, and offering costs. The Company used net proceeds
of $5,435,188 to repay borrowings under its credit facility and $6,000,000
to increase the net capital of AmeriTrade Clearing, Inc., its clearing and
execution services subsidiary. The remainder of the net proceeds were used
for marketing activities, the development and acquisition of new forms of
technology, and other general corporate purposes.
5. NET CAPITAL
The Company's subsidiaries are subject to the Net Capital Rule under the
Securities Exchange Act of 1934 and are required to maintain a minimum net
capital. Net capital and the related net capital requirement may fluctuate
on a daily basis.
The Company's broker-dealer subsidiaries had net capital, in the aggregate,
of $23,432,896 as of June 27, 1997, which exceeded aggregate minimum net
capital requirements by $16,894,052. Subsidiary net capital in the amount
of $6,538,844 as of June 27, 1997 is not available for transfer to the
Company.
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of the financial condition and results of operations
of the Company should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's registration statement
on Form S-1, as amended, which became effective on March 4, 1997. This
discussion contains forward-looking statements that involve
7
<PAGE>
risks and uncertainties. The Company's actual results may differ materially
from those anticipated in these forward-looking statements.
RESULTS OF OPERATIONS
THREE MONTH PERIODS ENDED JUNE 27, 1997 AND JUNE 28, 1996
NET REVENUES. Commissions and clearing fees increased 23% to $13.2 million in
the third quarter of fiscal 1997 from $10.7 million in the third quarter of
fiscal 1996. This increase was primarily attributable to an increase in the
number of securities transactions processed, as average trades per day increased
51% to 6,672 in the third quarter of fiscal 1997 from 4,422 in the third quarter
of fiscal 1996. The increase in transaction processing volume was primarily a
result of a significant increase in advertising expenditures by the Company's
discount brokerage subsidiaries during the first nine months of fiscal 1997. The
increase in transactions processed was partially offset by a decrease in average
commissions and clearing fees per trade of 18% to $31 in the third quarter of
fiscal 1997 from $38 in the third quarter of fiscal 1996, primarily as a result
of an increased proportion of trades generated by subsidiaries with commission
schedules which are lower than Company average.
Net interest revenue (interest revenue less interest expense) increased 70% to
$5.1 million in the third quarter of fiscal 1997 from $3.0 million in the third
quarter of fiscal 1996. This increase was due primarily to an increase of 209%
in average cash and cash equivalents segregated in compliance with federal
regulations, an increase of 44% in average customer and correspondent broker-
dealer receivables and an increase of 98% in amounts payable to customers and
correspondent broker-dealers in the third quarter of fiscal 1997 from the third
quarter of fiscal 1996.
Equity income from the Company's investments decreased 46% to $0.7 million in
the third quarter of fiscal 1997 from $1.3 million in the third quarter of
fiscal 1996. This decrease was due to reduced net income generated by the
Company's investment in Roundtable Partners, L.L.C. as the environment for
securities trading and market making turned more challenging in 1997 versus
1996.
Other revenues remained constant at $0.9 million in the third quarters of both
fiscal 1997 and 1996.
EXPENSES EXCLUDING INTEREST. Employee compensation and benefits expense
increased 21% to $4.7 million in the third quarter of fiscal 1997 from $3.9
million in the third quarter of fiscal 1996, due primarily to a corresponding
increase in full-time employees during the same period.
Commissions and clearance costs increased 50% to $0.9 million in the third
quarter of fiscal 1997 from $0.6 million in the third quarter of fiscal 1996,
due primarily to the 51% increase in transaction processing volume.
Communications expense increased 27% to $1.4 million in the third quarter of
fiscal 1997 from $1.1 million in the third quarter of fiscal 1996, primarily as
a result of the 51% increase in transaction processing volume, offset by cost
savings realized related to efficiencies implemented during the quarter.
Occupancy and equipment costs increased 75% to $1.4 million in the third quarter
of fiscal 1997 from $0.8 million in the third quarter of fiscal 1996. The
significant increase was due primarily to the lease of equipment to accommodate
the employment growth during the latter stages of fiscal 1996 and the early
stages of fiscal 1997 and the lease of approximately 15,000 square feet of
additional space to meet growth needs.
8
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Advertising and promotional expenses decreased 4% to $2.5 million in the third
quarter of fiscal 1997 from $2.6 million in the third quarter of fiscal 1996.
These expenses returned to normal levels after expanding to $9.6 million in the
first half of 1997 as the Company made a planned major advertising and
promotional effort to increase its customer base.
Provision for losses increased to $12,000 in the third quarter of fiscal 1997
from a credit of $(11,630) in the third quarter of fiscal 1996. This increase
was due to a recovered loss on an uncollectible customer trading account during
the third quarter of fiscal 1996.
Other operating expenses increased 29% to $1.8 million in the third quarter of
fiscal 1997 from $1.4 million in the third quarter of fiscal 1996, primarily as
a result of increased confirmation and statement processing costs associated
with the increase in transaction processing volume.
Income tax expense increased 18% to $2.6 million in the third quarter of fiscal
1997 from $2.2 million in the third quarter of fiscal 1996 as pretax income
increased over the periods. The effective tax rate decreased to 36% in the
third quarter of fiscal 1997 compared to 42% in the third quarter of fiscal 1996
as a result of the Company's participation in economic development tax incentive
programs offered by the State of Nebraska.
NINE MONTH PERIODS ENDED JUNE 27, 1997 AND JUNE 28, 1996
NET REVENUES. Commissions and clearing fees increased 28% to $36.4 million in
the first nine months of fiscal 1997 from $28.4 million in the first nine months
of fiscal 1996. This increase was primarily attributable to an increase in the
number of securities transactions processed, as average trades per day increased
57% to 5,889 in the first nine months of fiscal 1997 from 3,741 in the first
nine months of fiscal 1996. The increase in transaction processing volume was
primarily a result of a significant increase in advertising expenditures by the
Company's discount brokerage subsidiaries during the first six months of fiscal
1997. The increase in transactions processed was partially offset by a decrease
in average commissions and clearing fees per trade of 18% to $33 in the first
nine months of fiscal 1997 from $40 in the first nine months of fiscal 1996,
primarily as a result of an increased proportion of trades generated by
subsidiaries with commission schedules which are lower than Company average.
Net interest revenue (interest revenue less interest expense) increased 46% to
$12.3 million in the first nine months of fiscal 1997 from $8.4 million in the
first nine months of fiscal 1996. This increase was due primarily to an increase
of 150% in average cash and cash equivalents segregated in compliance with
federal regulations, an increase of 26% in average customer and correspondent
broker-dealer receivables and an increase of 71% in average amounts payable to
customers and correspondent broker-dealers in the first nine months of fiscal
1997 from the first nine months of fiscal 1996.
Equity income from the Company's investments decreased 14% to $2.4 million in
the first nine months of fiscal 1997 from $2.8 million in the first nine months
of fiscal 1996, due to reduced net income generated by the Company's investment
in Roundtable Partners, L.L.C. as the environment for securities trading and
market making turned more challenging in the later stages of 1997 versus 1996.
Other revenues increased 23% to $2.7 million in the first nine months of fiscal
1997 from $2.2 million in the first nine months of fiscal 1996, due primarily to
an increase in account service fees.
EXPENSES EXCLUDING INTEREST. Employee compensation and benefits expense
increased 36% to $13.7 million in the first nine months of fiscal 1997 from
$10.1 million in the first nine months of fiscal 1996, due primarily to a
corresponding increase in full-time employees during the same period.
9
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Commissions and clearance costs increased 15% to $2.3 million in the first nine
months of fiscal 1997 from $2.0 million in the first nine months of fiscal 1996,
due primarily to the 57% increase in transaction processing volume, offset by
efforts that the Company has undertaken to reduce execution, clearance,
settlement and depository costs with outside entities.
Communications expense increased 48% to $4.0 million in the first nine months of
fiscal 1997 from $2.7 million in the first nine months of fiscal 1996, primarily
as a result of the 57% increase in transaction processing volume.
Occupancy and equipment costs increased 90% to $3.8 million in the first nine
months of fiscal 1997 from $2.0 million in the first nine months of fiscal 1996.
The significant increase was due primarily to the lease of equipment to
accommodate the employment growth during the latter stages of fiscal 1996 and
throughout fiscal 1997 and the lease of approximately 15,000 square feet of
additional space to meet growth needs, as well as the onset of depreciation of
the Company's Accutrade FOR WINDOWS software, which was released in March 1996.
Advertising and promotional expenses increased 100% to $12.0 million in the
first nine months of fiscal 1997 from $6.0 million in the first nine months of
fiscal 1996 as the Company substantially increased its print, television and
online advertising expenditures in fiscal 1997 over fiscal 1996 as the Company
made a planned major advertising and promotional effort to increase its customer
base.
Provision for losses decreased to $36,000 in the first nine months of fiscal
1997 from $142,000 in the first nine months of fiscal 1996. This decrease was
due to losses incurred on an uncollectible customer trading account during the
first nine months of fiscal 1996 which did not exist in fiscal 1997.
Other operating expenses increased 53% to $5.2 million in the first nine months
of fiscal 1997 from $3.4 million in the first nine months of fiscal 1996,
primarily as a result of increased confirmation and statement processing costs
associated with the increase in transaction processing volume. In addition, the
Company's overall growth in active accounts in fiscal 1997 over fiscal 1996
resulted in additional costs associated with the customer tax year end reporting
process.
Income tax expense decreased 30% to $4.5 million in the first nine months of
fiscal 1997 from $6.4 million in the first nine months of fiscal 1996. This
decrease was due to a decline in income before taxes created primarily by the
substantial increase in advertising costs in the first nine months of fiscal
1997, together with a decrease during the same period in the Company's effective
state tax rate to 36% for the first nine months of fiscal year 1997 compared to
42% for the first nine months of fiscal 1996 related to its participation in
economic development tax incentive programs offered by the State of Nebraska.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its growth primarily through the use of
funds generated from operations. In March 1997, the Company completed an initial
public offering of its common stock, resulting in net proceeds of $22.5 million.
Upon completion of the offering, the Company repaid its term and revolving debt
in their entirety, resulting in the use of proceeds of $5.4 million. The
Company has also terminated its previously available credit facility and
eliminated the related commitment fee. The Company anticipates, based on
management's experience and current industry trends, that its available cash
resources will be sufficient to meet its presently anticipated working capital
and capital expenditure requirements for the next twelve months.
10
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OPERATING CASH FLOW
The Company used $15.3 million of cash in operations in the first nine months of
fiscal 1997, compared to cash provided by operations of $7.8 million in the
first nine months of fiscal 1996. The $15.3 million use of cash in operations
in the first nine months of 1997 was attributed to the increase in the balance
of segregated cash and investments that exceeded the net increase in brokerage
receivables/payables by $25.4 million offset by changes in other operating
assets and liabilities.
Cash used in investing activities was $1.8 million in the first nine months of
fiscal 1997, compared to $5.0 million in the first nine months of fiscal 1996.
The increased use of cash in the first nine months of fiscal 1996 was primarily
a result of investments in Telescan, Inc. and Roundtable Partners, L.L.C. during
that period. No such investments were made during the first nine months of
fiscal 1997.
Cash provided by financing activities was $17.6 million in the first nine months
of fiscal 1997, compared to cash used of $0.9 million in the first nine months
of fiscal 1996. The increase in fiscal 1997 was attributable to the net
proceeds of the initial public offering, offset in part by the repayment of all
outstanding term and revolving debt.
CAPITAL EXPENDITURES
The Company's anticipated capital expenditures for fiscal 1997 approximate $6.0
million, primarily for the purchase of office, computer and other operating
equipment. The company anticipates that these expenditures will be financed by
operating cash flow.
PART II - OTHER INFORMATION
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
3.1 Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 of the Company's Registration Statement on Form S-1
(Registration No. 333-17495) filed on February 7, 1997)
3.2 Bylaws (incorporated by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 333-17495)
filed on February 7, 1997)
4.1 Form of Certificate for Class A Stock (incorporated by reference
to Exhibit 4.1 of the Company's Registration Statement on
Form S-1 (Registration No. 333-17495) filed on February 7, 1997)
10.36 Fourth Amendment to Loan Agreement, dated as of January 31, 1997,
by and among First National Bank of Omaha, TransTerra Co. and
AmeriTrade, Inc. (incorporated by reference to Exhibit 10.36 of
the Company's Registration Statement on Form S-1
(Registration No. 333-17495) filed on February 7, 1997)
10.37 Note, dated as of January 31, 1997, made by AmeriTrade Holding
Corporation in favor of First National Bank of Omaha
(incorporated by reference to Exhibit 10.37 of the Company's
Registration Statement on Form S-1 (Registration No. 333-17495)
filed on February 7, 1997)
10.38 Security Agreement, dated as of January 31, 1997, made by
AmeriTrade
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Holding Corporation in favor of First National Bank
of Omaha (incorporated by reference to Exhibit 10.38 of the
Company's Registration Statement on Form S-1
(Registration No. 333-17495) filed on February 7, 1997)
27.1 Financial Data Schedule, EDGAR filing only
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three month period ended
June 27, 1997.
12
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 12, 1997
AmeriTrade Holding Corporation
(Registrant)
/s/ J. Joe Ricketts
--------------------------------------------------------
J. Joe Ricketts
Director, Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Robert T. Slezak
--------------------------------------------------------
Robert T. Slezak
Director, Chief Financial Officer, Vice President and
Treasurer
(Principal Financial and Accounting Officer)
13
<TABLE> <S> <C>
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<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED IN THE FORM 10Q AS OF JUNE 27, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-28-1997
<PERIOD-START> MAR-29-1997
<PERIOD-END> JUN-27-1997
<CASH> 381,657,318
<RECEIVABLES> 273,304,801
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 15,124,700
<INSTRUMENTS-OWNED> 0
<PP&E> 7,126,647
<TOTAL-ASSETS> 690,891,969
<SHORT-TERM> 0
<PAYABLES> 614,494,947
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 0
<LONG-TERM> 0
0
0
<COMMON> 145,178
<OTHER-SE> 60,417,835
<TOTAL-LIABILITY-AND-EQUITY> 690,891,969
<TRADING-REVENUE> 0
<INTEREST-DIVIDENDS> 10,033,641
<COMMISSIONS> 13,238,251
<INVESTMENT-BANKING-REVENUES> 0
<FEE-REVENUE> 947,583
<INTEREST-EXPENSE> 4,958,559
<COMPENSATION> 4,716,452
<INCOME-PRETAX> 7,139,848
<INCOME-PRE-EXTRAORDINARY> 7,139,848
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,587,446
<EPS-PRIMARY> 0.32
<EPS-DILUTED> 0.32
</TABLE>
