<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 March 28, 1997
OR
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number: 0-22163
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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)
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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 No (X)
As of May 1, 1997 there were 14,517,823 outstanding shares of the
registrant's common stock.
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<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....................................................... 12
2
<PAGE>
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 SIX MONTH PERIOD ENDED
------------------------------- ------------------------------
MARCH 28, 1997 MARCH 29, 1996 MARCH 28, 1997 MARCH 29, 1996
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
REVENUES
Commissions and Clearing Fees $ 12,703,022 $ 9,511,852 $ 23,142,324 $ 17,781,536
Interest Revenue 8,117,403 5,415,692 15,124,608 10,785,372
Equity Income from Investments 907,290 875,693 1,695,539 1,502,921
Other 913,208 783,335 1,720,158 1,330,926
------------- ------------- ------------- -------------
Total Revenues 22,640,923 16,586,572 41,682,629 31,400,755
Interest Expense 4,197,256 2,602,619 7,887,266 5,368,224
------------- ------------- ------------- -------------
Net Revenues 18,443,667 13,983,953 33,795,363 26,032,531
EXPENSES EXCLUDING INTEREST
Employee Compensation and Benefits 4,812,075 3,336,667 8,954,499 6,233,036
Commissions and Clearance 769,197 577,321 1,397,749 1,400,270
Communications 1,390,622 871,401 2,613,099 1,607,475
Occupancy and Equipment Costs 1,217,566 635,314 2,329,436 1,135,816
Advertising and Promotion 2,937,649 1,922,197 9,568,003 3,406,139
Provision for Losses 12,000 147,644 24,000 153,644
Amortization of Goodwill 90,750 90,753 181,505 181,508
Other 1,805,884 918,106 3,383,538 1,960,776
------------- ------------- ------------- -------------
Total Expenses Excluding Interest 13,035,743 8,499,403 28,451,829 16,078,664
Income Before Provision for Income Taxes 5,407,924 5,484,550 5,343,534 9,953,867
Provision for Income Taxes 1,939,202 2,286,734 1,950,178 4,144,178
------------- ------------- ------------- -------------
NET INCOME $ 3,468,722 $ 3,197,816 $ 3,393,356 $ 5,809,689
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Earnings per Share $ 0.26 $ 0.25 $ 0.26 $ 0.45
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Weighted Average Shares Outstanding 13,245,041 12,813,823 13,019,955 12,813,823
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 28 SEPTEMBER 27,
1997 1996
-------------- --------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 27,862,821 $ 15,767,170
Cash and investments segregated in compliance with
federal regulations 298,102,227 175,668,497
Receivable from brokers, dealers, and clearing
organizations 13,080,095 15,096,862
Receivable from customers and correspondents - net
of allowance for doubtful accounts of $224,874 and $202,956
in 1997 and 1996, respectively 236,580,731 166,075,055
Furniture, equipment, and leasehold improvements - net
of accumulated depreciation and amortization of $2,829,954 and $2,139,323
in 1997 and 1996, respectively 4,111,724 3,746,178
Goodwill - net of accumulated amortization 6,528,263 6,709,765
Equity investments 8,152,334 7,157,783
Other investment 2,886,728 5,000,000
Deferred income taxes 1,061,323 444,378
Other assets 8,942,005 6,013,544
-------------- --------------
Total assets $ 607,308,251 $ 401,679,232
-------------- --------------
-------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Payable to brokers, dealers, and clearing organizations 2,269,291 1,193,479
Payable to customers and correspondents 539,356,827 356,942,970
Accounts payable and accrued liabilities 9,033,351 7,221,008
Notes payable to bank - 4,853,000
Income taxes payable 1,377,577 806,711
-------------- --------------
Total liabilities 552,037,046 371,017,168
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 33,117,617 29,724,261
Net unrealized investment loss (1,289,096) -
-------------- --------------
Total stockholders' equity 55,271,205 30,662,064
-------------- --------------
Total liabilities and stockholders' equity $ 607,308,251 $ 401,679,232
-------------- --------------
-------------- --------------
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTH PERIOD ENDED
MARCH 28, 1997 MARCH 29, 1996
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,393,356 $ 5,809,689
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation and amortization 725,983 360,959
Provision for losses 24,000 153,644
Deferred income taxes 207,231 (409,397)
Issuance of class A Company stock to directors 33,750 -
Equity income from investments (1,695,539) (1,502,921)
Amortization of goodwill 181,505 181,508
Changes in operating assets and liabilities:
Cash and investments segregated in compliance with federal regulations (122,433,730) 2,759,282
Brokerage receivables (68,512,909) (68,958,974)
Other assets (2,928,464) (354,135)
Brokerage payables 183,489,669 57,273,882
Accounts payable and accrued liabilities 1,812,343 5,942,707
Income taxes payable 570,866 1,664,773
------------- -------------
Net cash provided by (used in) operating activities (5,131,939) 2,921,017
Cash flows from investing activities:
Acquisition of subsidiary - (188,953)
Purchase of furniture, equipment and leasehold improvements (1,091,529) (1,139,908)
Proceeds from sale of furniture, equipment and leasehold improvements - 687,450
Purchase of equity and other investments (194,031) (2,791,313)
Distributions received from equity investments 895,019 702,254
------------- -------------
Net cash used in investing activities (390,541) (2,730,470)
Cash flows from financing activities:
Proceeds from notes payable to bank 1,700,000 3,400,000
Principal payments on notes payable to bank (6,553,000) (2,724,000)
Proceeds from initial public offering, net of offering costs 22,471,131 -
------------- -------------
Net cash provided by financing activities 17,618,131 676,000
------------- -------------
Net increase in cash and cash equivalents 12,095,651 866,547
Cash and cash equivalents at beginning of period 15,767,170 1,765,643
------------- -------------
Cash and cash equivalents at end of period $ 27,862,821 $ 2,632,190
------------- -------------
------------- -------------
Supplemental cash flow information:
Interest paid $ 7,413,324 $ 5,281,405
Income taxes paid $ 1,042,217 $ 2,791,831
Noncash investing activity:
Unrealized investment loss, net of deferred income taxes $ 1,289,096 $ -
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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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
six months ended March 28, 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. 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 expect SFAS No. 128 to have a
material effect on its earnings per share.
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
6
<PAGE>
unrealized holding gains and losses, net of 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, which
are currently invested in short-term interest bearing investments, will be
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 $20,125,753 as of March 28, 1997, which exceeded aggregate minimum net
capital requirements by $14,270,327. Subsidiary net capital in the amount
of $5,855,426 as of March 28, 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 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 MARCH 28, 1997 AND MARCH 29, 1996
NET REVENUES. Commissions and clearing fees increased 34% to $12.7 million in
the second quarter of fiscal 1997 from $9.5 million in the second 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
75% to 6,512 in the second quarter of fiscal 1997 from 3,721 in the second
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 half of fiscal 1997.
The increase in transactions processed was partially offset by a decrease in
average net revenue per trade of 22% to $47 in the second quarter of fiscal 1997
from $60 in the second 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.
7
<PAGE>
Net interest revenue (interest revenue less interest expense) increased 39% to
$3.9 million in the second quarter of fiscal 1997 from $2.8 million in the
second quarter of fiscal 1996. This increase was due primarily to an increase of
166% in average cash and cash equivalents segregated in compliance with federal
regulations, an increase of 18% in average customer and correspondent broker-
dealer receivables and an increase of 69% in amounts payable to customers and
correspondent broker-dealers in the second quarter of fiscal 1997 from the
second quarter of fiscal 1996.
Equity income from the Company's investments remained constant at $0.9 million
in the second quarters of both fiscal 1997 and 1996.
Other revenues increased 13% to $0.9 million in the second quarter of fiscal
1997 from $0.8 million in the second quarter of fiscal 1996, due primarily to an
increase in account service fees.
EXPENSES EXCLUDING INTEREST. Employee compensation and benefits expense
increased 45% to $4.8 million in the second quarter of fiscal 1997 from $3.3
million in the second quarter of fiscal 1996, due primarily to a corresponding
increase in full-time employees during the same period.
Commissions and clearance costs increased 33% to $0.8 million in the second
quarter of fiscal 1997 from $0.6 million in the second quarter of fiscal 1996,
due primarily to the 75% increase in transaction processing volume, offset in
part by efforts that the Company has undertaken to reduce execution, clearance,
settlement and depository costs with outside entities.
Communications expense increased 56% to $1.4 million in the second quarter of
fiscal 1997 from $0.9 million in the second quarter of fiscal 1996, primarily as
a result of the 75% increase in transaction processing volume, offset by cost
savings realized related to efficiencies implemented during the quarter.
Occupancy and equipment costs increased 100% to $1.2 million in the second
quarter of fiscal 1997 from $0.6 million in the second 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 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 53% to $2.9 million in the second
quarter of fiscal 1997 from $1.9 million in the second quarter of fiscal 1996 as
the Company continued to increase its print, television and online advertising
expenditures.
Provision for losses decreased to $12,000 in the second quarter of fiscal 1997
from $150,000 in the second quarter of fiscal 1996. This decrease was due to a
loss incurred on an uncollectible customer trading account during the second
quarter of fiscal 1996.
Other operating expenses increased 100% to $1.8 million in the second quarter of
fiscal 1997 from $0.9 million in the second quarter 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.
Net income before provision for income taxes was substantially unchanged in the
second quarter of fiscal 1997 compared to the second quarter of fiscal 1996, as
the income generated by the growth in trading activity during the second quarter
of fiscal 1997 was reinvested in advertising and promotional activities during
the same period. Income tax expense decreased 17% to $1.9 million in the second
quarter of fiscal 1997 from $2.3 million in the second quarter of fiscal 1996,
due primarily to a decrease in the Company's effective state tax rate related to
its participation in economic development tax incentive programs offered by the
State of Nebraska.
8
<PAGE>
SIX MONTH PERIODS ENDED MARCH 28, 1997 AND MARCH 29, 1996
NET REVENUES. Commissions and clearing fees increased 30% to $23.1 million in
the first half of fiscal 1997 from $17.8 million in the first half of fiscal
1996. This increase was primarily attributable to an increase in the number of
securities transactions processed, as average trades per day increased 61% to
5,488 in the first half of fiscal 1997 from 3,401 in the first half 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 half of fiscal 1997. The increase in
transactions processed was partially offset by a decrease in average net revenue
per trade of 20% to $49 in the first half of fiscal 1997 from $61 in the first
half 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 33% to
$7.2 million in the first half of fiscal 1997 from $5.4 million in the first
half of fiscal 1996. This increase was due primarily to an increase of 108% 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 60% in average amounts payable to
customers and correspondent broker-dealers in the first half of fiscal 1997 from
the first half of fiscal 1996.
Equity income from the Company's investments increased 13% to $1.7 million in
the first half of fiscal 1997 from $1.5 million in the first half of fiscal
1996, due primarily to an increase in the Company's share in the net income of
Roundtable Partners, L.L.C. ("Roundtable") of 19% during the same period.
Rountable has ownership interests in two market making execution agents.
Other revenues increased 31% to $1.7 million in the first half of fiscal 1997
from $1.3 million in the first half of fiscal 1996, due primarily to an increase
in account service fees.
EXPENSES EXCLUDING INTEREST. Employee compensation and benefits expense
increased 45% to $9.0 million in the first half of fiscal 1997 from $6.2 million
in the first half of fiscal 1996, due primarily to a corresponding increase in
full-time employees during the same period.
Commissions and clearance costs remained unchanged at $1.4 million in the first
half of both fiscal 1997 and 1996. Increases in these costs related to the
increase in transaction processing volume were offset by efforts that the
Company has undertaken to reduce execution, clearance, settlement and depository
costs with outside entities.
Communications expense increased 63% to $2.6 million in the first half of fiscal
1997 from $1.6 million in the first half of fiscal 1996, primarily as a result
of the 61% increase in transaction processing volume.
Occupancy and equipment costs increased 109% to $2.3 million in the first half
of fiscal 1997 from $1.1 million in the first half 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 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 182% to $9.6 million in the first
half of fiscal 1997 from $3.4 million in the first half of fiscal 1996 as the
Company substantially increased its print, television and online advertising
expenditures in fiscal 1997 over fiscal 1996.
Provision for losses decreased to $24,000 in the first half of fiscal 1997 from
$150,000 in the first half of fiscal 1996. This decrease was due to losses
incurred on an uncollectible customer trading account during the first half of
fiscal 1996.
9
<PAGE>
Other operating expenses increased 70% to $3.4 million in the first half of
fiscal 1997 from $2.0 million in the first half 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 51% to $2.0 million in the first half of fiscal
1997 from $4.1 million in the first half 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 half of fiscal 1997, together with a
decrease during the same period in the Company's effective state tax rate
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, combined with the remaining net proceeds from the initial public
offering, will be sufficient to meet its presently anticipated working capital
and capital expenditure requirements for the next twelve months.
OPERATING CASH FLOW
The Company used $5.1 million of cash in operations in the first half of fiscal
1997, compared to cash provided by operations of $2.9 million in the first half
of fiscal 1996. The decrease in the first half of fiscal 1997 was attributable
to the substantially increased advertising expenditures during the period,
combined with changes in the timing of dividend and interest payments received
from payors and subsequently paid to customers during fiscal 1997 compared to
fiscal 1996.
Cash used in investing activities was $0.4 million in the first half of fiscal
1997, compared to $2.7 million in the first half of fiscal 1996. The increased
use of cash in the first half of fiscal 1996 was primarily a result of
investments in Telescan, Inc. during that period. No such investments were made
during the first half of fiscal 1997.
Cash provided by financing activities was $17.6 million in the first half of
fiscal 1997, compared to $0.7 million in the first half 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.
10
<PAGE>
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 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
March 28, 1997.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 7, 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)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED IN THE FORM 10-Q AS OF MARCH 28, 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> JAN-01-1997
<PERIOD-END> MAR-28-1997
<CASH> 325,965,048
<RECEIVABLES> 249,660,826
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 10,790,500
<INSTRUMENTS-OWNED> 0
<PP&E> 4,111,724
<TOTAL-ASSETS> 607,308,251
<SHORT-TERM> 0
<PAYABLES> 539,356,827
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 0
<LONG-TERM> 0
0
0
<COMMON> 145,178
<OTHER-SE> 55,126,027
<TOTAL-LIABILITY-AND-EQUITY> 607,308,251
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<INCOME-PRETAX> 5,407,924
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<EXTRAORDINARY> 0
<CHANGES> 0
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</TABLE>
