<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 MARCH 31, 2000
------------------------------------------------
Commission file number 0-22629
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UNIFIED FINANCIAL SERVICES, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 35-1797759
- ----------------------------------- ------------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
431 NORTH PENNSYLVANIA STREET
INDIANAPOLIS, INDIANA 46204
- -------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(317) 634-3301
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
/x/ Yes / / No
Number of shares
Title of class outstanding as of May 15, 2000
- ----------------------------------- ----------------------------------
Common stock, $0.01 par value 2,879,712
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<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
FORM 10-Q
INDEX
<CAPTION>
Page
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Statements of Financial Condition - March 31, 2000
(Unaudited) and December 31, 1999 1
Consolidated Statements of Operations (Unaudited) - Three Months
Ended March 31, 2000 and 1999 3
Consolidated Statements of Comprehensive Income (Unaudited) - Three
Months Ended March 31, 2000 and 1999 4
Consolidated Statements of Cash Flow (Unaudited) - Three Months
Ended March 31, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 14
Cautionary Statement Regarding Forward-Looking Statements 14
General 14
Comparison of Results for the Three Months March 31, 2000 and 1999 15
Liquidity and Capital Resources 18
Risk Factors 18
Item 3. Quantitative and Qualitative Disclosure About Market Risk 22
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 23
Item 6. Exhibits and Reports on Form 8-K 23
SIGNATURES 24
EXHIBIT INDEX 25
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
ASSETS
------
MARCH 31,
2000 DECEMBER 31,
(UNAUDITED) 1999
----------- ----
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 5,079,541 $ 5,709,082
Due from banks 521,077 314,815
Federal funds sold -- 4,922,000
Bond investments 11,966,442 5,515,156
Investment in affiliated mutual funds 338,075 326,271
Investment in securities and non-affiliated
mutual funds 543,202 424,547
Loans receivable (net of allowance for loan
losses of $95,000 for 2000 and $33,000
for 1999) 7,377,808 2,810,876
Accounts receivable (net of allowance for
doubtful accounts of $24,100 for 2000 and
$38,326 for 1999) 9,669,115 9,604,833
Prepaid assets and deposits 557,884 899,867
Deferred tax asset -- 5,707
----------- -----------
Total current assets 36,053,144 30,533,154
----------- -----------
Fixed Assets, at cost
Equipment and furniture (net of accumulated
depreciation of $3,685,676 for 2000 and
$3,512,135 for 1999) 2,975,621 2,944,610
----------- -----------
Total fixed assets 2,975,621 2,944,610
----------- -----------
Non-Current Assets
Investment in debt securities 882,780 1,073,621
Organization cost (net of accumulated
amortization of $64,318 for 2000 and $32,019 for 1999) 608,497 641,688
Goodwill (net of accumulated amortization of
$165,173 for 2000 and $139,093 for 1999) 1,188,621 1,214,701
Other non-current assets 431,950 341,220
----------- -----------
Total non-current assets 3,111,848 3,271,230
----------- -----------
TOTAL ASSETS $42,140,613 $36,748,994
=========== ===========
(Continued on next page)
See accompanying notes.
- 1 -
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<CAPTION>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
MARCH 31, DECEMBER 31,
2000 1999
----------- ------------
<S> <C> <C>
(UNAUDITED)
Current Liabilities:
Current portion of capital lease obligations $ 22,095 $ 30,073
Current portion of bank borrowings 2,056,647 2,343,965
Line-of-credit 1,850,000 1,727,003
Federal and borrowed funds 438,525 --
Customer deposits 13,779,147 7,331,853
Accounts payable and accrued expenses 1,837,361 2,731,970
Accrued compensation and benefits 552,978 549,093
Payable to insurance companies 6,096,288 5,670,974
Payable to broker-dealers 493,555 255,158
Income taxes payable, current 109,728 136,630
Income taxes payable, deferred 91,115 83,157
Other liabilities 665,543 597,646
----------- -----------
Total current liabilities 27,992,982 21,457,522
----------- -----------
Long-Term Liabilities
Long-term portion of capital lease obligations 5,705 8,933
Long-term portion of borrowings 471,221 514,031
Other long-term liabilities 5,423 104,742
Deferred income taxes 102,520 85,779
----------- -----------
Total long-term liabilities 584,869 713,485
----------- -----------
Total liabilities 28,577,851 22,171,007
----------- -----------
Commitments and Contingencies -- --
----------- -----------
Stockholders' Equity
Common stock, par value $.01 per share 33,294 33,294
Additional paid-in capital 16,141,349 16,050,189
Retained deficit (2,509,339) (1,292,794)
Accumulated other comprehensive income (84,660) (35,463)
----------- -----------
13,580,644 14,755,226
Treasury stock, at cost (17,882) (177,239)
----------- -----------
Total stockholders' equity 13,562,762 14,577,987
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $42,140,613 $36,748,994
=========== ===========
See accompanying notes.
</TABLE>
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<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2000 1999
---- ----
<S> <C> <C>
REVENUES:
Gross revenue (see Note 12) $ 6,938,506 $6,633,903
----------- ----------
Total gross revenue 6,938,506 6,633,903
----------- ----------
COST OF SALES:
Cost of sales 2,154,585 1,640,216
----------- ----------
Total cost of sales 2,154,585 1,640,216
----------- ----------
Gross profit (see note 12) 4,783,921 4,993,687
----------- ----------
EXPENSES:
Employee compensation and benefits 3,176,625 2,417,639
Brokerage operating charges 141,191 174,079
Fund services operating expenses 166,507 41,328
Mail and courier 155,060 122,116
Telephone 147,199 73,814
Equipment rental and maintenance 130,289 85,449
Occupancy 245,485 210,879
Depreciation and amortization 235,498 222,995
Professional fees 603,954 466,146
Travel and entertainment 233,514 94,124
Other operating expenses 804,562 873,861
----------- ----------
Total expenses 6,039,884 4,782,430
----------- ----------
Income (loss) from operations (1,255,963) 211,257
----------- ----------
OTHER INCOME (LOSS)
Unrealized gain (loss) on securities 4,959 (30,126)
Realized gain (loss) on securities 14,838 (813)
Loss on sale/disposal of fixed assets (436) --
All other 32,667 7,143
----------- ----------
Total other income (loss) 52,028 (23,796)
----------- ----------
Income (loss) before income taxes (1,203,935) 187,461
Income taxes 12,610 4,562
----------- ----------
Net income (loss) $(1,216,545) $ 182,899
=========== ==========
Per share earnings
Basic common shares outstanding 2,878,462 1,722,821
Net income (loss) - basic $ (0.42) $ 0.09
Fully diluted common shares outstanding 2,979,868 1,729,621
Net income (loss) - fully diluted $ (0.41) $ 0.09
See accompanying notes.
</TABLE>
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<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2000 1999
---- ----
<S> <C> <C>
Net income (loss) $(1,216,545) $182,899
Other comprehensive income (loss), net of tax
Unrealized loss on securities,
net of reclassification adjustment (49,197) --
----------- --------
Comprehensive income (loss) $(1,265,742) $182,899
=========== ========
See accompanying notes
</TABLE>
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<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) $(1,216,545) $ 182,899
Adjustments to reconcile net income to cash
provided by (used) in operating activities:
Deferred income taxes 30,406 (99,969)
Provision for depreciation and amortization 235,498 222,995
Unrealized gain (loss) on investments (78,210) --
Loss on disposal of fixed assets 436 --
Loss on disposal of investment of debt securities 9,791 --
Results of affiliate/minority interest -- (6,841)
Deferred start-up costs -- (100,000)
(Increase) decrease in operating assets
Receivables (64,282) (1,251,247)
Prepaid and sundry assets 341,983 63,663
Net loans receivable (4,566,932) --
Bond investments (6,451,286) --
Federal funds sold 4,922,000 --
Due from banks (206,262) --
Other non-current assets (90,730) --
Increase (decrease) in operating liabilities
Customer deposits 6,447,294 --
Payable to insurance companies 425,314 --
Payable to broker/dealer 238,397 --
Accounts payable and accrued expenses (894,609) (14,018)
Accrued compensation and benefits 3,885 315,905
Other liabilities 67,897 (161,495)
Accrued income taxes (26,902) (1,450)
Other non-current liabilities (99,319) --
----------- -----------
Net cash used in operating activities (972,176) (849,558)
----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of equipment (207,995) (769,972)
Proceeds from sale of fixed assets 80 --
Investment in securities and mutual funds (101,446) 50,320
Proceeds from sale of debt securities 181,291 --
----------- -----------
Net cash used in investing activities (128,070) (719,652)
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock -- 179,800
Proceeds from reissuance of treasury stock 250,517 --
Proceeds from borrowings -- 373,700
Dividends to Unified Investment Services and Fully Armed
Production shareholders -- (3,435)
Proceeds from Federal and borrowed funds 438,525 --
Proceeds from line of credit borrowing 122,997 --
Repayment of borrowings (330,128) (1,271,509)
Repayment of capital lease obligations (11,206) (13,679)
----------- -----------
Net cash provided (used) in financing activities 470,705 (735,123)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (629,541) (2,304,333)
CASH AND CASH EQUIVALENTS -- Beginning of year 5,709,082 10,380,848
----------- -----------
CASH AND CASH EQUIVALENTS -- End of period $ 5,079,541 $ 8,076,515
=========== ===========
See accompanying notes.
</TABLE>
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UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000 AND 1999
-----------------------
Note 1 - NATURE OF OPERATIONS
Unified Financial Services, Inc., a Delaware holding company
for various financial services companies that also does
business as Unified.com, was organized on December 7, 1989.
We distribute a vertically integrated financial services
platform via the Internet and via the traditional industry
channels of our subsidiaries. As of March 31, 2000, we
maintained in excess of $1.5 billion of assets under
management and $5 billion of assets under service. Through
our subsidiaries, all of which are wholly owned, we provide
services primarily in six lines of business: investment
advisory, trust and retirement services; administrative and
back office support services; brokerage and brokerage
services; finance; insurance brokerage; and corporate and
start-up.
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
---------------------
The consolidated financial statements include the accounts
of Unified Financial Services, Inc. and our subsidiaries
after elimination of all material intercompany accounts and
transactions.
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the
three-month period ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the year
ending December 31, 2000.
The balance sheet at December 31, 1999 has been derived from
the audited financial statements at that date but does not
include all of the information and footnotes required by
generally accepted accounting principles for complete
financial statements.
For further information refer to the consolidated financial
statements and footnotes thereto included in our Annual
Report on Form 10-KSB for the year ended December 31, 1999.
The consolidated financial statements give retroactive
effect to our pooling-of-interest transactions. As a
result, the consolidated statements of financial condition,
statements of operations and statements of cash flows are
consolidated for all periods presented. As required by
generally accepted accounting principles, the consolidated
financial statements become our historical consolidated
financial statements upon issuance of the financial
statements for the periods that include the date of the
transaction.
- 6 -
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UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000 AND 1999
-----------------------
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial Statement Presentation
--------------------------------
Certain amounts in the 1999 financial statements have been
reclassified to conform to the 2000 presentation.
Note 3 - INVESTMENTS IN DEBT AND EQUITY SECURITIES
First Lexington Trust Company, a subsidiary of our company,
was required by the Kentucky Department of Financial
Institutions to maintain a minimum of $800,000 capital while
trust assets under management did not exceed $100,000,000.
When trust assets under management exceeded $100,000,000,
the capital requirement increased by $350,000. Each
incremental increase of $25,000,000 in assets under
management over $100,000,000 requires the capital
requirement to increase by $90,000. First Lexington Trust
Company's capital requirement as of March 31, 2000 and
December 31, 1999 was $1,690,000 and $1,510,000,
respectively.
It is our intention to hold the required capital in debt
securities and cash accounts to conform to this requirement.
Note 4 - OPTIONS
Under the terms of our Stock Incentive Plan, employees,
directors, advisers and consultants of our company and its
subsidiaries are eligible to receive the following:
(a) incentive stock options; (b) nonqualified stock options;
(c) stock appreciation rights; (d) restricted stock;
(e) restricted stock units; and (f) performance awards.
As of March 31, 2000, our board of directors had granted
options to acquire 101,406 shares of our common stock to
certain of our employees, directors and advisers. Such
options have exercise prices as follows:
6,400 share at $25.00 per share
19,231 share at $27.50 per share
500 share at $30.25 per share
74,775 share at $40.00 per share
500 share at $44.00 per share
As of March 31, 2000, 99,106 of such options were intended
to qualify as incentive stock options pursuant to
Section 422 of the Internal Revenue Code of 1986, as
amended.
Options outstanding at December 31, 1999 105,961
Options issued during period at exercise
price of $40.00 per share 6,650
Options exercised during period --
Forfeitures
At $27.50 per share 320
At $40.00 per share 10,885
Options outstanding at March 31, 2000 101,406
- 7 -
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<PAGE>
UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000 AND 1999
-----------------------
Note 5 - DEBT AND RELATED MATTERS
Debt at March 31, 2000 consisted of the following:
Bank notes payable:
-------------------
<TABLE>
<S> <C>
Payable in monthly installments including interest at
prime plus .5%, final payment due December 31, 2001,
collateralized by communication and computer hardware
and software $ 145,737
Payable in monthly installments including interest at
8.5%, final payment due June 30, 2000, secured by
assignment of receivables 1,993,750
Payable at maturity, June 30, 2000, interest at
prime, secured by assignment of receivables 1,850,000
Payable in monthly installments including interest at
8.25%, final payment due March 31, 2014, collateralized
by equipment 361,400
Payable in monthly installments including interest at
10.4%, final payment due April 26, 2002, collateralized
by equipment 14,466
Loan payable at maturity, December 31, 2000, interest at 10.25% 12,515
----------
4,377,868
Less current maturities 3,906,647
----------
Long-term portion $ 471,221
==========
</TABLE>
The maturities of long-term debt maturity for each of the
succeeding five years subsequent to March 31, 2000, are as
follows: 2000--$3,906,648; 2001--$53,694; 2002--$48,410;
2003--$49,231; 2004 and beyond--$319,885.
- 8 -
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<PAGE>
UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000 AND 1999
-----------------------
Note 6 - CAPITAL LEASE OBLIGATIONS
We lease both computer and office equipment under capital
leases. The lease obligations are payable over a 60-month
period. The following is a summary of future minimum lease
payments under capitalized lease obligations as of March 31,
2000:
YEAR ENDED MARCH 31, AMOUNT
-------------------- ------
2000 $23,672
2001 5,085
2002 724
2003 301
-------
29,782
Less: amount representing interest 1,982
-------
Total $27,800
=======
Note 7 - RENTAL AND LEASE INFORMATION
We lease certain office facilities and equipment. Rental
expense for the three months ended March 31, 2000 and 1999
was $245,485 and $206,374, respectively.
At March 31, 2000, we were committed to minimal rental
payments under certain noncancellable operating leases.
Generally, these leases include cancellation clauses. As of
March 31, 2000, the minimum future rental commitments for
each of the succeeding five years subsequent to March 31,
2000 were as follows: 2001--$1,722,292; 2002--$1,653,798;
2003--$738,461; 2004--$558,108; and 2005 and
thereafter--$1,555,660.
Note 8 - COMMITMENTS AND CONTINGENCIES
We are a party to various lawsuits, claims and other legal
actions arising in the ordinary course of business. In the
opinion of management, all such matters are without merit or
are of such kind, or involve such amounts, that unfavorable
disposition would not have a material adverse effect on our
financial position or results of operations.
Note 9 - CASH SEGREGATED UNDER FEDERAL REGULATION AND NET CAPITAL
REQUIREMENTS
Unified Management Corporation, Unified Investment Services
and AmeriPrime Financial Securities are subject to the
Securities and Exchange Commission's Uniform Net Capital
Rule ("Rule 15c3-1"), which requires the maintenance of
minimum net capital, as defined, of the greater of (i)
6-2/3% of aggregate indebtedness or (ii) $50,000 for Unified
Management Corporation, and $5,000 for Unified Investment
Services and AmeriPrime Financial Securities, whichever is
greater, and a ratio of aggregate indebtedness to net
capital of not more than 15 to 1. At March 31, 2000, the
net capital and ratio of aggregate indebtedness for each of
these entities was as follows:
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UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000 AND 1999
-----------------------
Note 9 - CASH SEGREGATED UNDER FEDERAL REGULATION AND NET CAPITAL
REQUIREMENTS (continued)
MARCH 31,
2000
----------
Net capital:
Unified Management Corporation $358,972
Unified Investment Services 6,700
AmeriPrime Financial Securities 279,544
Ratio of aggregate indebtedness:
Unified Management Corporation 1.93 to 1
Unified Investment Services .03 to 1
AmeriPrime Financial Securities 0 to 1
Pursuant to Rule 15c3-3 as promulgated by the Securities and
Exchange Commission, Unified Management Corporation, Unified
Investment Services and AmeriPrime Financial Securities
calculate their reserve requirement and segregate cash
and/or securities for the exclusive benefit of their
customers on a periodic basis. The reserve requirement for
Unified Management Corporation, Unified Investment Services
and AmeriPrime Financial Securities was $-0- at March 31,
2000. Balances segregated in excess of reserve requirements
are not restricted.
Note 10 - COMMON STOCK
Effective December 10, 1998, we commenced a private
placement offering to sell a maximum of 1,750,000 shares of
our common stock. Effective September 27, 1999, the size of
the offering was reduced to 750,000 shares of our common
stock, which shares were offered at a price of $40.00 per
share. The offering terminated on March 31, 2000. For the
three months ended March 31, 2000 and 1999, we issued 8,600
and 4,495 shares, respectively, of our common stock. For
the three months ended March 31, 2000 and 1999, aggregate
brokerage fees of $34,400 and $0, respectively, were paid to
Unified Management Corporation and Unified Investment
Services in connection with this private placement offering,
which amount is inclusive of $18,300 and $0, respectively,
paid to external brokerage firms.
In our private placement, all shares of our common stock
were offered on a best efforts basis. There is no public
market for any of our securities and there can be no
assurance that a market will develop in the future. The
securities offered and sold by us in our private placement
will not be and have not been registered under the
Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an
applicable exemption from registration requirements.
- 10 -
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UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000 AND 1999
-----------------------
Note 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and
estimated fair value of our financial instruments at
March 31, 2000 and 1999. Financial Accounting Standards
Board Statement No. 107, "Disclosures about Fair Value of
Financial Instruments," defines the fair value of a
financial instrument as the amount at which the instrument
could be exchanged in a current transaction between willing
parties.
<TABLE>
<CAPTION>
MARCH 31,
---------------------------------------------------------------
2000 1999
--------------------------- ---------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
(IN THOUSANDS)
Financial assets:
Cash and cash equivalents $ 5,079.5 $ 5,079.5 $ 8,076.5 $ 8,076.5
Investment in:
Debt securities 882.8 882.8 994.2 994.2
Mutual funds 881.3 881.3 690.8 690.8
Loans receivable 7,377.8 7,377.8 -- --
Receivables (trade) 9,669.1 9,669.1 10,161.8 10,161.8
Prepaid and sundry 557.8 557.8 215.2 215.2
Financial liabilities:
Current liabilities 25,914.3 25,914.3 10,717.7 10,717.7
Capital lease obligation 27.8 27.8 78.5 78.5
Long-term debt 2,527.9 2,527.9 5,059.0 5,059.0
</TABLE>
Note 12 - DISCLOSURES ABOUT REPORTING SEGMENTS
We have six reportable segments: investment advisory, trust
and retirement services; administrative and back office
support services, brokerage and brokerage services; finance;
insurance brokerage; and corporate and start-up.
The accounting policies of the segments are the same as
those described in the summary of significant accounting
policies. We evaluate performance based on profit or loss
from operations before income taxes, not including recurring
gains and losses.
Our reportable segments are strategic business units that
offer different products and services. They are managed
separately because each business requires different
technology and marketing strategies. Most of the businesses
were acquired as a unit and the management at the time of
the acquisition was retained. Reportable segment revenues,
gross margin, total assets, capital expenditures and
depreciation and amortization were as follows as of and for
the three months ended March 31, 2000 and 1999:
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UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000 AND 1999
-----------------------
Note 12 - DISCLOSURES ABOUT REPORTING SEGMENTS (continued)
<TABLE>
<CAPTION>
AS OF AND FOR THE
THREE MONTHS ENDED
MARCH 31,
---------------------------
2000 1999
---- ----
<S> <C> <C>
(IN THOUSANDS)
Revenues:
Investment advisory, trust and retirement services $ 1,642.1 $ 1,480.3
Administrative and back office support services 1,413.3 941.1
Brokerage and brokerage services 1,000.8 887.6
Finance 109.4 109.3
Insurance brokerage 2,235.0 2,319.9
Corporate and start-up 537.9 895.6
--------- ---------
Total $ 6,938.5 $ 6,633.8
========= =========
Gross margin:
Investment advisory, trust and retirement services $ 1,585.7 $ 1,418.4
Administrative and back office support services 1,253.8 837.3
Brokerage and brokerage services 360.3 447.9
Finance 107.7 109.3
Insurance brokerage 1,160.0 1,285.1
Corporate and start-up 316.4 895.6
--------- ---------
Total $ 4,783.9 $ 4,993.6
========= =========
Total assets
Investment advisory, trust and retirement services $ 6,147.1 $ 5,958.5
Administrative and back office support services 2,186.5 1,421.2
Brokerage and brokerage services 1,600.0 1,351.4
Finance 2,273.4 1,963.7
Insurance brokerage 6,549.3 7,920.9
Corporate and start-up 23,384.3 7,704.9
--------- ---------
Total $42,140.6 $26,320.6
========= =========
Capital expenditures:
Investment advisory, trust and retirement services $ 56.2 $ 25.7
Administrative and back office support services 11.2 35.3
Brokerage and brokerage services 1.8 14.3
Finance 13.9 5.9
Insurance brokerage 13.8 31.9
Corporate and start-up 111.0 656.9
--------- ---------
Total $ 207.9 $ 770.0
========= =========
Depreciation and amortization:
Investment advisory, trust and retirement services $ 52.3 $ 70.1
Administrative and back office support services 21.5 19.3
Brokerage and brokerage services 8.4 8.1
Finance 11.2 15.3
Insurance brokerage 29.4 55.8
Corporate and start-up 112.6 54.3
--------- ---------
Total $ 235.4 $ 222.9
========= =========
</TABLE>
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UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000 AND 1999
-----------------------
Note 13 - SUBSEQUENT EVENTS
On February 10, 2000, First Lexington Trust Company, a
subsidiary of our company, filed applications with the
Office of the Comptroller of the Currency to convert to a
limited purpose national banking association. On May 9,
2000, the Office of the Comptroller of the Currency approved
our applications. Upon consummation of the proposed
transaction, First Lexington Trust Company will be renamed
"Unified Trust Company, National Association." We believe
that a national charter will more easily allow First
Lexington Trust Company to pursue its business strategy of
expanding its business outside of the Commonwealth of
Kentucky. We anticipate consummating the conversion by June
30, 2000.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q
are or may constitute forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995). Such
forward-looking statements are based on current expectations, estimates
and projections about Unified Financial Services' industries,
management's beliefs and assumptions made by management. For example, a
down turn in economic conditions generally and in particular those
affecting bond and securities markets could lead to an exit of investors
from mutual funds. Similarly, an increase in Federal and state
regulations of the mutual fund, insurance or banking industries or the
imposition of regulatory penalties could have an effect on our operating
results. These uncertainties, as well as others, are present in the
financial services industry and stockholders are cautioned that
management's view of the future on which we price and distribute our
products and estimate costs of operations and regulations may prove to
be other than as anticipated. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates," variations of such
words and similar expressions are intended to identify such forward-
looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict; therefore, actual results and
outcomes may differ materially from what is expressed or forecasted in
any such forward-looking statements. Such risks and uncertainties
include those set forth herein under "Risk Factors." Unless required by
law, we undertake no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.
GENERAL
Unified Financial Services, Inc., a Delaware holding company for
various financial services companies that also does business as
Unified.com, was organized on December 7, 1989. We distribute a
vertically integrated financial services platform via the Internet and
via the traditional industry channels of our subsidiaries.
Our principal business is: (1) to provide and maintain vertical
integration in the financial services industry for our subsidiaries, a
platform that creates synergy and revenues among our subsidiaries from
the fees associated with gathering, managing, maintaining and servicing
assets under management; (2) to distribute our products and services
platform via the Internet through a "plug in" marketing and distribution
strategy to a number of compatible Internet channels via Unified.com;
and (3) to distribute our platform through the traditional industry
outlets of our subsidiaries' retail and institutional customers. Our
subsidiaries concentrate their services over the following six business
lines: investment advisory, trust and retirement services;
administrative and back office support services; brokerage and brokerage
services; finance; insurance brokerage; and corporate and start-up. We
provide management services, working capital, systems support and
development and equipment for our subsidiaries.
Maintaining the vertically integrated platform is primarily
accomplished through three strategies: (1) consolidating financial
services companies that expand or deepen the integration by eliminating
cost centers, increasing distribution and/or increasing products and
services by means of tax-free, stock-for-stock transactions (This
particular consolidation strategy is driven by our goal to protect,
maintain, nurture and advance the entrepreneurial spirit of small
businesses by providing capital, synergy and vertical integration in an
"autonomous" subsidiary environment.); (2) the formation of new
subsidiaries to develop proprietary products and services that deepen
the integration by eliminating cost centers, increasing distribution
and/or increasing products and services that enhance and advance the
synergy and
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revenues among our subsidiaries; and (3) consolidating small mutual
funds into our mutual fund families by means of tax-free reorganizations
(The mutual fund consolidation strategy is assisted by our mutual fund
services capabilities and a highly qualified systems staff which
provides innovative and flexible programming options, alternatives and
solutions required by small mutual funds to compete against the larger
capitalized mutual fund families.)
Once a component of our vertically integrated network, each
subsidiary then implements its individual business plan in an autonomous
environment and achieves its growth and thereby increases earnings
predominantly by: (1) distributing our products and services through the
Internet and through its traditional retail and institutional "industry"
outlets; (2) leveraging the existing infrastructure and utilizing the
vertically integrated platform to fully realize and affect the synergy
and the related earnings impact to our stock; (3) acquisitions by the
subsidiary, using our stock and/or capital, to obtain important and
critical business components that complement and enhance its operations;
(4) utilizing our capital for necessary expansion; (5) traditional
advertising, marketing and selling of the subsidiary's products and
services; and (6) networking with our subsidiaries.
Our principal executive offices are located at 431 North
Pennsylvania Street, Indianapolis, Indiana 46204, and our telephone
number is (317) 917-7001. We also maintain administrative offices at
2353 Alexandria Drive, Suite 100, Lexington, Kentucky 40504, telephone
number (606) 296-4407; 220 Lexington Green Circle, Suite 600, Lexington,
Kentucky 40512, telephone number (606) 245-2500; 1793 Kingswood Drive,
Southlake, Texas 76092, telephone number (817) 431-2197; and at 36 West
44th Street, The Bar Association Building, Suite 1310, New York, New
York 10036, telephone number (212) 852-8852; and One Firstar Plaza,
Suite 2605, St. Louis, Missouri 63101, telephone number (314) 552-6440.
COMPARISON OF RESULTS FOR THE THREE MONTHS MARCH 31, 2000 AND 1999
The following presents management's discussion and analysis of our
consolidated financial condition and results of operations as of the
dates and for the periods indicated. This discussion should be read in
conjunction with the other information set forth in this Quarterly
Report on Form 10-Q, including our consolidated financial statements and
the accompanying notes thereto.
Revenues for the quarter ended March 31, 2000 compared to the
quarter ended March 31, 1999 increased $304,603, or 4.6%, from
$6,633,903 to $6,938,506. For such periods, investment advisory, trust
and retirement services revenues increased $161,780, or 10.9%, from
$1,480,368 to $1,642,148, administrative and back office support
services revenues increased $472,253, or 50.2%, from $941,059 to
$1,413,312, brokerage and brokerage services revenues increased
$113,126, or 12.7%, from $887,649 to $1,000,774, finance revenues
increased $149, or 0.1%, from $109,286 to $109,435, insurance brokerage
revenues declined $85,076, or 3.7%, from $2,319,981 to $2,234,905, and
corporate and start-up revenues declined $357,629, or 39.9%, from
$895,628 to $537,932.
Investment advisory, trust and retirement services revenues
increased principally due to the growth in assets under management and
an increase in the number of retirement accounts serviced. Our assets
under management increased approximately $100 million from March 31,
1999 to March 31, 2000, while average revenues per assets under
management declined slightly. The increase in administrative and back
office support services revenues principally was due to an increase in
the number of mutual fund clients serviced and growth in assets under
service. Fund services revenues, a component of administrative and back
office support services revenues, increased $507,142, or 91.3%, for the
first quarter of 2000 compared to the first quarter of 1999, which
amount was partially offset by a $30,016, or 12.5%, decline in claims
services revenues and a $26,660, or 53.5%, decline in financial
administration revenues for such quarters. The increase in brokerage
and brokerage services revenues for the quarter
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ended March 31, 2000 compared to the quarter ended March 31, 1999 was
due to an increase in trading volume due to the volatile market
conditions experienced in early 2000. For such periods, non-Internet
trades increased by approximately 39.3% and the ratio of gross revenue
per trade increased from $27.79 per trade during the first quarter of
1999 to $36.03 per trade during the first quarter of 2000. Our Internet
trading operation, which we started late in the first quarter of 1999,
experienced a significant increase in the number of trades and an
increase in the amount of revenue per trade. During the quarter ended
March 31, 2000, commissions received by Unified Management Corporation
in connection with the private placement of our common stock were
approximately $34,400. Offsetting the increase in gross revenue was a
decline in brokerage revenues at our Texas operation, which, during the
first quarter of 1999, had a one-time commission of fund sales of
approximately $100,000. Finance revenues, which are related to our
insurance activities, remained constant between quarters. Insurance
brokerage revenues declined for the quarter ended March 31, 2000
compared to the quarter ended March 31, 1999 due to the sale of our
Chicago insurance operations' book of business at year-end 1999. For
the quarter ended March 31, 2000, revenues from our continuing insurance
operations increased approximately 14.5% compared to the first quarter
of 1999 due to an increase in overall premiums written. Current quarter
premiums written totaled $9,417,000 as compared to $8,263,000 for the
first quarter of 1999, an increase of 13.9%. Personal lines business
premiums, which accounted for approximately 26% of the total premium
volume, increased approximately 13.0% to $2,431,000 for the first
quarter of 2000 compared to $2,151,000 during the first quarter of 1999.
Commercial lines business premiums rose approximately 14.3% to
$6,985,000 for the quarter ended March 31, 2000 compared to $6,112,000
during the first quarter of 1999. For the quarter ended March 31, 2000,
corporate and start-up revenues declined compared to the first quarter
of 1999 due to a one-time revenue item included in the 1999 results,
partially offset by $310,000 in revenues at Unified Banking Company,
which commenced business on November 11, 1999.
Gross profit for the quarter ended March 31, 2000 compared to the
quarter ended March 31, 1999 declined $209,766, or 4.2%, from $4,993,687
to $4,783,921. For such periods, gross profit as a percentage of
revenue declined to 68.9% from 75.3%. Investment advisory, trust and
retirement services gross profit increased to $1,585,717 for the quarter
ended March 31, 2000 from $1,418,368 for the quarter ended March 31,
1999 due to increased assets under management. Administration and back
office support services gross profit increased to $1,253,789 for the
quarter ended March 31, 2000 from $837,313 for the quarter ended March
31, 1999, primarily due to an increase in assets under service and the
number of mutual fund clients served. Brokerage and brokerage services
gross profit declined to $360,301 for the quarter ended March 31, 2000
from $447,586 for the first quarter of 1999 due to the loss of one
client, partially offset by an increase in the number of securities and
mutual funds trades, higher commissions on trades and trail commissions
from mutual funds and the commissions received in connection with our
private placement. The unit cost per trade remained consistent on the
increased volume. Our finance operations gross margin of $107,652 for
the first quarter of 2000 was comparable to the gross margin of $109,286
for the first quarter of 1999. Insurance brokerage gross profit of
$1,160,041 declined $125,086 for the quarter ended March 31, 2000
compared to the first quarter of 1999. Our sale of the book of business
of our Chicago insurance brokerage operation accounted for $174,358 of
the difference, and was partially offset by an increase in business
written by our continuing insurance operations. For the quarter ended
March 31, 2000 compared to the quarter ended March 31, 1999, corporate
and start-up gross profit declined due to a non-recurring revenue item
that was included in the 1999 results and a decline in interest income
earned on the proceeds of our private placements, partially offset by
the results of Unified Banking Company, which was not included in our
results of operations for the first quarter of 1999.
Results from operations for the quarter ended March 31, 2000 was a
loss of $1,255,963 compared to income from operations of $211,257 for
the same quarter last year. Total expenses for the quarter ended March
31, 2000 were $6,039,884, or 87.0% of total revenue, as compared to
$4,782,430, or 72.1% of total revenue, for the quarter ended March 31,
1999. Expenses during the quarter ended March 31,
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2000 were up significantly due to the following: (i) additional staffing
at our administrative and back office support services and investment
advisory, trust and retirement operations which have experienced
significant growth in new clients and assets under services and assets
under management, coupled with an increased marketing effort
(represented a $175,000 increase for the first quarter of 2000 compared
to the same period last year); (ii) the re-engineering of trust services
with the hiring of additional technical personnel and additional
spending to improve recordkeeping and computer systems to provide
clients with the highest quality services (represented $40,000 of total
expenses for the quarter ended March 31, 2000 compared to $10,000 for
the first quarter of 1999); (iii) our Internet on-line brokerage
service, which required additional staff, website development and other
website costs (represented $91,000 of the total expenses for the first
quarter of 2000 compared to $0 for the first quarter of 1999); (iv) the
ability of our clients to view their accounts via the Internet and the
development of websites for us and each of our subsidiaries (represented
a $35,000 increase for the first quarter of 2000 compared to the first
quarter of 1999); and (v) our management expansion program which started
in late 1998 and which has resulted in the hiring of numerous
individuals who should contribute significantly to our future results
(represented an increase of $217,000 for the quarter ended March 31,
2000 compared the quarter ended March 31, 1999). In addition, our
start-up companies, VSX Technologies, Archer Trading, Unified Banking
Company, Unified Capital Resources and Unified Employee Services added
$1,113,000 in expense to the first quarter of 2000 compared to $31,000
for the first quarter of 1999.
For the first quarter of 2000, employee compensation and benefits
expense increased $759,000, or 31.4%, compared to the first quarter of
1999 due to personnel associated with our start-up companies, which
accounted for $333,151 of the increase in expenses, expansion of our
senior management team and the hiring of additional accounting and
information services personnel, which accounted for $250,000 of the
increase in expenses, and the hiring of additional personnel at our
administration and back office support services operations in response
in the increase in the volume of business of this operation. Fund
services operating expenses increased $125,000, or 302.9%, due to an
increase in pricing from third-party vendors, the number of user
licenses we require and investment advisory expenses. Mail and courier
expense increased $33,000, or 27.0%, from the first quarter of 1999 to
the first quarter of 2000 due to additional marketing efforts at our
insurance brokerage operations, Unified Banking Company and certain
other start-up companies. For the first quarter of 2000, telephone
expense increased $73,000, or 99.4%, compared to the first quarter of
1999 due to telephone costs associated with our start-up companies as
well as increased marketing efforts by our insurance brokerage
operations. Professional fees increased $138,000, or 29.6%, for the
first quarter of 2000 compared to the first quarter of 1999 due to
certain one-time consulting fees paid by us in the first quarter of
2000. Travel and entertainment expense increased $139,000, or 148.1%,
for the first quarter of 2000 compared to the first quarter of 1999 due
to costs associated with our private placement, the opening of Unified
Banking Company and certain other start-up companies as well as
additional travel by systems, legal and accounting personnel.
Total other income was $52,028 for the first quarter of 2000, an
increase of $75,824 from the $23,796 loss reported for the first quarter
of 1999. Unrealized gain on securities of $4,959 during the quarter
ended March 31, 2000 compared to a $30,126 loss during the quarter ended
March 31, 1999. Realized gain on securities of $14,838 during the
quarter ended March 31, 2000 compared to a $813 loss during the quarter
ended March 31, 1999. All other income of $32,667 for the first quarter
of 2000 compared to $7,143 for the first quarter of 1999.
Net loss was $1,216,545 for the quarter ended March 31, 2000
compared with net income of $182,899 for the quarter ended March 31,
1999. For the quarter ended March 31, 2000, the increase in revenues,
4.6%, was offset by the increase in expenses, 26.3%, as compared to the
first quarter of 1999.
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LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity historically have been and
continue to be cash flow from operating activities, available borrowing
capacity from capitalized leases and a loan from a regional bank to
finance capital equipment. The net decrease in cash and cash
equivalents at March 31, 2000 from December 31, 1999 was $629,541. The
net decrease reflected the repayment of borrowings, the purchase of
fixed assets and a decline in accounts payable. We received $344,000
from the issuance of 8,600 shares of common stock in our private
placement during the three months ended March 31, 2000.
Subject to the receipt of the required regulatory approvals,
management anticipates that Phase I of the VSX.com business model will
be completed by the end of the fourth quarter of 2000. We will begin
taking the necessary actions to complete Phase II and Phase III of the
business model upon completion of Phase I. We currently estimate that
we will incur approximately $3.0-$5.0 million of costs (expenses and
capital expenditures) in connection with Phase I of the project.
Management estimates that an additional $5.0-$10.0 million of costs will
be incurred with Phase II and Phase III of the project. The anticipated
costs to build the VSX.com "brand" are not part of the estimated
expenditures of Phases I, II and III. Management currently is
negotiating to obtain third-party financing with respect to Phase I of
the project. Management believes that Phase II and Phase III will be
funded from revenues generated by VSX.com upon completion of Phase I.
There can be no assurance that we will be successful in securing the
required financing, in launching any phase of the VSX.com project or
that the project will be a commercial success.
We believe that anticipated revenues from operations should be
adequate for the working capital requirements of our existing core
businesses over the next twelve months. In the event that our plans or
assumptions change, or if our resources available to meet unanticipated
changes in business conditions prove to be insufficient to fund
operations, we could be required to seek additional financing prior to
that time.
RISK FACTORS
You should carefully consider the risks described below before
making a decision to invest in Unified Financial Services. The risks
and uncertainties described below are not the only risks that we face.
If any of the following risks actually occur, our business,
financial condition or results of future operations could be materially
adversely affected. In such case, the trading price of our common stock
could decline, and you may lose all or part of your investment.
NEED FOR ADDITIONAL CAPITAL; RISK RELATING TO ACQUISITIONS. Our
pending and proposed projects have required and will continue to require
substantial capital for investments in and development of such projects.
There can be no assurance that we will be able to raise the capital
necessary to fund our projects. The failure to raise or generate such
funds may require us to delay or abandon some of our planned future
expansion or expenditures, which could have a material adverse effect on
our growth.
To expand our markets and take advantage of the consolidation
trend in the financial services industry, our business strategy includes
growth through acquisitions. Although we believe that the operations of
the companies we have acquired since June 1, 1997 are being successfully
integrated with our operations, there can be no assurance that such
integration will continue to be successful, that future acquisitions can
be consummated on acceptable terms or that any acquired companies can be
successfully
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integrated into our operations. We also are continually investigating
opportunities for acquisitions. In connection with future acquisitions,
we may incur additional indebtedness or may issue additional equity.
Our ability to make future acquisitions may be constrained by our
ability to obtain such additional financing. To the extent we use
equity to finance future acquisitions, there is a risk of dilution to
holders of our common stock.
In addition, acquisitions may involve a number of special risks,
including: initial reductions in our reported operating results;
diversion of management's attention; unanticipated problems or legal
liabilities; and a possible reduction in reported earnings due to
amortization of acquired intangible assets in the event that such
acquisitions are made at levels that exceed the fair market value of net
tangible assets. Some or all of these items could have a material
adverse effect on us. There can be no assurance that businesses
acquired in the future will achieve sales and profitability that justify
the investment therein. In addition, to the extent that consolidation
becomes more prevalent in the industry, the prices for attractive
acquisition candidates may increase to unacceptable levels.
ANTICIPATE TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
In connection with our shift from traditional distribution channels to
an Internet distribution strategy and the development of new
distribution channels, we anticipate that we will incur operating losses
for the foreseeable future. We believe that our revenues will continue
to increase but that operating expenses will increase significantly due
to the costs associated with the implementation of our business plan.
In addition, we will incur non-recurring costs in connection with
exiting certain businesses that are not now part of our business
strategy.
REVENUE GROWTH FROM ELECTRONIC COMMERCE MAY NOT DEVELOP. Our
growth strategy is based upon a shift from traditional distribution
channels to distribution via the Internet. If we do not generate
increased revenues from electronic commerce, our business, financial
condition and operating results could be materially adversely affected.
To generate significant electronic revenues, we will have to
successfully implement our business plan.
DEVELOPMENT OF THE ELECTRONIC COMMERCE MARKET IS UNCERTAIN. If
electronic commerce does not grow or grows slower than expected, our
business may suffer. Our Internet distribution strategy depends upon
widespread market acceptance of electronic commerce. A number of
factors could prevent such acceptance, including the following:
* electronic commerce is at an early stage and buyers may be
unwilling to shift their purchasing from traditional vendors
to online vendors;
* the necessary network infrastructure for substantial growth
in usage of the Internet may not be adequately developed;
* increased government regulation or taxation may adversely
affect the viability of electronic commerce;
* insufficient availability of telecommunication services or
changes in telecommunication services could result in slower
response times; and
* adverse publicity and consumer concern about the security of
electronic commerce transactions could discourage its
acceptance and growth.
THERE IS INTENSE COMPETITION FOR INTERNET PRODUCTS AND SERVICES,
ADVERTISING AND SALES OF GOODS AND SERVICES. Competition for Internet
products and services, advertising and electronic commerce is intense.
We expect that competition will continue to intensify. Barriers to
entry are minimal, and competitors can launch new Web sites at a
relatively low cost. Our competitors may
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develop Internet products and services that are superior to, or have
greater market acceptance than, our solutions. If we are unable to
compete successfully against our competitors, our business, financial
condition and operating results will be adversely affected. Many of our
competitors have greater brand recognition and greater financial,
marketing and other resources than us. This may place us at a
disadvantage in responding to our competitors' pricing strategies,
technological advances, advertising campaigns, strategic partnerships
and other initiatives.
RISKS ASSOCIATED WITH RAPID GROWTH. We have experienced rapid
growth in net revenues and expansion of our operations and anticipate
that further significant expansion will be required to address potential
growth in our customer base and market opportunities. Such growth has
placed, and, if sustained, will continue to place, strain on our
management, information systems, operation and resources. Our ability
to manage any future growth will continue to depend upon the successful
expansion of our sales, marketing, customer support, administrative
infrastructure and the ongoing implementation and improvement of a
variety of internal management systems, procedures and controls.
Continued growth also will require us to hire more personnel, and expand
management information systems. Recruiting qualified personnel is an
intensely competitive and time-consuming process. There can be no
assurance that we will be able to attract and retain the necessary
personnel to accomplish our growth strategies or that we will not
experience constraints that will adversely affect our ability to support
satisfactorily our clients and operations. There can be no assurance
that we will be able to attract, manage and retain additional personnel
to support any future growth, if any, or will not experience significant
problems with respect to any infrastructure expansion or the attempted
implementation of systems, procedures and controls. If our management
is unable to manage growth effectively, our business, financial
condition and results of operations could be materially adversely
affected.
DEPENDENCE UPON TECHNOLOGY; PROPRIETARY RIGHTS. Our success and
ability to compete is dependent in part upon our technology, although we
believe that our success is more dependent upon our technical expertise
than our proprietary rights. We principally rely upon a combination of
copyright, trademark and trade secret laws and contractual restrictions
to protect our proprietary technology. It may be possible for a third
party to copy or otherwise obtain and use our products or technology
without authorization or to develop similar technology independently,
and there can be no assurance that such measures have been, or will be,
adequate to protect our proprietary technology or that our competitors
will not independently develop technologies that are substantially
equivalent or superior to our technology. We propose to operate a
substantial portion of our business over the Internet, which is subject
to a variety of risks. Such risks include, but are not limited to, the
substantial uncertainties that exist regarding the system for assigning
domain names and the status of private rules for resolution of disputes
regarding rights to domain names. There can be no assurance that we
will continue to be able to employ our current domain names in the
future or that the loss of rights to one or more domain names will not
have a material adverse effect on our business and results of
operations.
Although we do not believe that we infringe the proprietary rights
of any third parties, there can be no assurance that third parties will
not assert such claims against us in the future or that such claims will
not be successful. We could incur substantial costs and diversion of
management resources with respect to the defense of any claims relating
to proprietary rights, which could have a material adverse effect on our
business, financial condition and results of operations. In addition,
we may become obligated under certain agreements to indemnify another
party in connection with infringement by us of the proprietary rights of
third parties. In the event we are required to indemnify parties under
these agreements, it could have a material adverse effect on our
business, financial condition and results of operations. In the event a
claim relating to proprietary technology or information is asserted
against us, we may seek licenses to such intellectual property. There
can be no assurance, however, that licenses could be obtained on
commercially reasonable terms, if at all, or that the terms of any
offered licenses
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would be acceptable to us. The failure to obtain the necessary licenses
or other rights could have a material adverse effect on our business,
financial condition and results of operations.
RISKS TO PHYSICAL NETWORK; RISKS TO INTEGRITY OF DATA ON NETWORK.
Our operations are partially dependent upon our ability to protect our
network infrastructure against damage from fire, earthquakes, severe
flooding, mudslides, power loss, telecommunications failures and similar
events or to construct networks that are not vulnerable to the effects
of these events. The occurrence of a natural disaster or other
unanticipated problems at our network in the future could cause
additional major interruptions in the services provided by us.
In addition, some networks may experience interruptions in service
as a result of the accidental or intentional actions of Internet users,
current and former employees or others. Unauthorized use of our network
could jeopardize the security of confidential information stored in our
computer systems, which may result in liability to our customers or
deter potential customers.
Our failure to adequately manage service disruptions resulting
from physical damage to our network or breaches of the network's
integrity, could have a material adverse effect on our business,
financial condition and results of operations.
SECURITY RISKS. Despite the implementation of network security
measures by us, such as limiting physical and network access to our
routers, our Internet access systems and information services are
vulnerable to computer viruses, break-ins and similar disruptive
problems caused by our customers or other Internet users. Such problems
caused by third parties could lead to interruption, delays or cessation
in service to our customers. Furthermore, such inappropriate use of the
Internet by third parties also could potentially jeopardize the security
of confidential information stored in the computer systems of our
customers and other parties connected to the Internet, which may deter
potential subscribers. Persistent security problems continue to plague
public and private data networks. Recent break-ins reported in the
press and otherwise have reached computers connected to the Internet at
major corporations and Internet access providers and have involved the
theft of information, including incidents in which hackers bypassed
firewalls by posing as trusted computers. Alleviating problems caused
by computer viruses, break-ins or other problems caused by third parties
may require significant expenditures of capital and resources by us,
which could have a material adverse effect on us. Until more
comprehensive security technologies are developed, the security and
privacy concerns of existing and potential customers may inhibit the
growth of the Internet service industry in general and our customer base
and revenues in particular. Moreover, if we experience a breach of
network security or privacy, there can be no assurance that our
customers will not assert or threaten claims against us based on or
arising out of such breach, or that any such claims will not be upheld,
which could have a material adverse effect on our business, financial
condition and results of operation.
NO ASSURANCE OF FUTURE GROWTH. There can be no assurance that we
will continue to achieve growth in assets or earnings. Our ability to
achieve such growth will be dependent upon numerous factors including,
but not limited to, general economic conditions, our ability to recruit
qualified personnel, our ability to promptly and successfully integrate
acquired businesses with our existing operations and our ability to
execute our business plan.
COMPETITION. We encounter substantial competition in the
businesses in which we compete. Our principal competitors include
mutual funds, investment advisers, investment counsel firms and
financial institutions such as banks, savings and loan institutions and
credit unions. Many of the institutions with which we compete are
larger and have substantially greater financial resources than us.
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<PAGE>
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The business activities of our company expose it to a variety of
risks. Management of these risks is necessary for our long-term
profitability. We manage these risks through the establishment of
numerous policies, procedures and controls. The most significant risks
that affect us are market risk and credit risk. Market risk is the risk
of loss to us resulting from changes in interest rates, equity prices or
both. We are exposed to market risk since we maintain positions in
fixed-income and equity securities. We primarily manage our risk
through the establishment of trading policies and guidelines and through
the implementation of control and review procedures. We have a hands-on
management philosophy, which provides for clear communication between
all responsible parties for handling of fixed-income and equity
securities. We do not act as a dealer, trader or end-user of complex
derivative products, such as swaps, collars or caps nor do we provide
advice or guidance on complex derivative products to clients. Interest
rate risk refers to the risk of changes in the level or volatility of
interest rates, the speed of payments on loans and the shape of yield
curve and credit spreads. On November 1, 1999, Unified Banking Company,
a federal savings bank and wholly owned subsidiary of our company, began
operations. Unified Banking Company offer to the general public
traditional banking products and services. On or before June 30, 2000,
Unified Banking Company will establish guidelines, which will be
approved by its board of directors, to monitor changes in net interest
income due to movements in interest rates. The primary purpose of
interest rate risk management is to control the effects of interest rate
movements on net income. Unified Banking Company intends to develop
computer simulation models, which will give an indication of the effect
of interest rate movements. We consider interest rate risk to be the
most important market risk. Unified Banking Company's pricing policy
is that generally all earning assets and interest bearing liabilities be
either based on floating rates or have a fixed rate not exceeding five
years. Real estate mortgages originated by Unified Banking Company and
held on its books, while having longer that five-year amortization
schedules, are comprised of five-year or less fixed rates or variable
rate loans. To reduce exposure to interest rate movements, Unified
Banking Company originates and sells in the secondary market those real
estate loans with longer than five year fixed rates.
- 22 -
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
For the three months ended March 31, 2000, the only sales of our
securities were 8,600 shares of our common stock issued by us in
connection with our private placement at a price of $40.00 per share.
All shares of stock issued by us during such period were issued pursuant
to the exemption provided by Rule 506, as promulgated by the Securities
and Exchange Commission.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
See Exhibit Index attached hereto.
(b) Reports on Form 8-K.
On February 4, 2000, we filed a Current Report on Form 8-K to
report that we had terminated negotiations with Medical Acceptance
Corporation regarding our proposed acquisition of Medical Acceptance
Corporation, a Kentucky corporation that specialized in health care
self-pay and billing accounts.
- 23 -
<PAGE>
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
UNIFIED FINANCIAL SERVICES, INC.
(Registrant)
Dated: May 19, 2000 By: /s/ Timothy L. Ashburn
---------------------------------------
Timothy L. Ashburn, Chairman and
Chief Executive Officer
Dated: May 19, 2000 By: /s/ Thomas G. Napurano
---------------------------------------
Thomas G. Napurano, Executive Vice
President and Chief Financial
Officer
- 24 -
<PAGE>
<PAGE>
EXHIBIT INDEX
Ex. No. Description
- ------- -----------
11.1 Computations of Earnings per Share.
27.1 Financial Data Schedule (March 31, 2000).
27.2 Restated Financial Data Schedule (March 31, 1999).
- 25 -
<PAGE>
EXHIBIT 11.1
<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
EARNINGS PER SHARE CALCULATION
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
----------- ----------
<S> <C> <C>
INCOME AVAILABLE TO COMMON STOCKHOLDERS
Net income (loss) $(1,216,545) $ 182,899
Preferred dividends -- --
----------- ----------
Income available to common
stockholders $(1,216,545) $ 182,899
=========== ==========
CALCULATION OF COMMON STOCK
Common shares outstanding at beginning
of period 2,869,862 2,267,449
Shares issues re: acquisition of M. Wilson and Associates -- 33,636
Shares issued re: acquisition of Fully Armed Production -- 18,182
Shares issued re: acquisition of Commonwealth Investment Services -- 27,500
Shares issued in private placement during period 8,600 4,495
----------- ----------
Common shares used in basic calculation 2,878,462 2,351,262
----------- ----------
Common stock equivalent of options 101,406 6,800
Preferred stock Series C conversion in common stock -- 100,713
----------- ----------
Common shares used in fully diluted calculation 2,979,868 2,458,775
----------- ----------
EARNINGS PER SHARE
Basic $ (0.42) $ 0.08
=========== ==========
Fully diluted (0.41) 0.07
=========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated statements of financial condition and the consolidated
statements of operation of Unified Financial Services, Inc. filed as
part of the Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 2000 and is qualified in its entirety by reference to
such report.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 5,079,541
<SECURITIES> 12,847,719
<RECEIVABLES> 9,669,115
<ALLOWANCES> 119,100
<INVENTORY> 0
<CURRENT-ASSETS> 36,053,144
<PP&E> 6,661,297
<DEPRECIATION> 3,685,676
<TOTAL-ASSETS> 42,140,613
<CURRENT-LIABILITIES> 27,992,982
<BONDS> 0
<COMMON> 33,294
0
0
<OTHER-SE> 13,632,010
<TOTAL-LIABILITY-AND-EQUITY> 42,140,613
<SALES> 0
<TOTAL-REVENUES> 6,938,506
<CGS> 2,154,585
<TOTAL-COSTS> 2,154,585
<OTHER-EXPENSES> 6,039,884
<LOSS-PROVISION> 62,000
<INTEREST-EXPENSE> 127,564
<INCOME-PRETAX> (1,203,935)
<INCOME-TAX> 12,610
<INCOME-CONTINUING> (1,216,545)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,216,545)
<EPS-BASIC> (0.42)
<EPS-DILUTED> (0.41)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated statements of financial condition and the consolidated
statements of operation of Unified Financial Services, Inc. filed as
part of the Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 2000 and is qualified in its entirety by reference to
such report.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 8,076,515
<SECURITIES> 690,811
<RECEIVABLES> 10,200,196
<ALLOWANCES> 38,326
<INVENTORY> 0
<CURRENT-ASSETS> 19,144,442
<PP&E> 5,322,952
<DEPRECIATION> 3,113,538
<TOTAL-ASSETS> 26,320,579
<CURRENT-LIABILITIES> 13,916,510
<BONDS> 0
<COMMON> 27,677
0
1,672
<OTHER-SE> 10,002,470
<TOTAL-LIABILITY-AND-EQUITY> 26,320,579
<SALES> 0
<TOTAL-REVENUES> 6,633,903
<CGS> 1,640,216
<TOTAL-COSTS> 1,640,216
<OTHER-EXPENSES> 4,782,430
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 125,053
<INCOME-PRETAX> 187,461
<INCOME-TAX> 4,562
<INCOME-CONTINUING> 182,899
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 182,899
<EPS-BASIC> 0.08
<EPS-DILUTED> 0.07
</TABLE>
