<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 SEPTEMBER 30, 2000
------------------------------------------------
Commission file number 0-22629
--------------------------------------------------------
UNIFIED FINANCIAL SERVICES, INC.
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(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
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(Address of principal executive offices)
(Zip Code)
(317) 917-7001
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(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 November 1, 2000
--------------------------------------- ------------------------------------
Common stock, $0.01 par value 2,880,028
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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 - September 30, 2000 (Unaudited) and December
31, 1999........................................................................................1
Consolidated Statements of Operations (Unaudited) - Nine and Three Months Ended September
30, 2000 and 1999...............................................................................3
Consolidated Statements of Comprehensive Income (Unaudited) - Nine and Three Months Ended
September 30, 2000 and 1999.....................................................................4
Consolidated Statements of Cash Flow (Unaudited) - Nine Months Ended September 30, 2000 and
1999............................................................................................5
Notes to Consolidated Financial Statements (Unaudited)..........................................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 Nine Months Ended September 30, 2000 and 1999....................16
Comparison of Results for the Three Months Ended September 30, 2000 and 1999...................18
Liquidity and Capital Resources................................................................19
Risk Factors...................................................................................20
Item 3. Quantitative and Qualitative Disclosure About Market Risk......................................24
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds......................................................30
Item 6. Exhibits and Reports on Form 8-K...............................................................30
SIGNATURES.......................................................................................................31
EXHIBIT INDEX....................................................................................................32
</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
------
SEPTEMBER 30,
2000 DECEMBER 31,
(UNAUDITED) 1999
----------- ----
<S> <C> <C>
Current Assets
Cash and cash equivalents ............................... $ 5,504,650 $ 5,714,345
Due from banks .......................................... 1,248,263 314,815
Federal funds sold ...................................... -- 4,922,000
Bond investments ........................................ 11,088,095 5,515,156
Investment in affiliated mutual funds ................... 37,250 326,271
Investment in securities and non-affiliated
mutual funds .......................................... 527,128 419,284
Loans (net of allowance for loan losses of
$230,000 for 2000 and $33,000 for 1999) ............... 18,101,198 2,810,876
Accounts receivable (net of allowance for
doubtful accounts of $557,251 for 2000 and
$38,326 for 1999) ..................................... 11,096,598 9,604,833
Prepaid assets and deposits ............................. 817,454 899,867
Deferred tax asset ...................................... -- 5,707
----------- -----------
Total current assets ................................ 48,420,636 30,533,154
----------- -----------
Fixed Assets, at cost
Equipment and furniture (net of accumulated
depreciation of $4,053,106 for 2000 and
$3,512,135 for 1999) .................................. 2,966,582 2,944,610
----------- -----------
Total fixed assets .................................. 2,966,582 2,944,610
----------- -----------
Non-Current Assets
Investment in affiliate ................................. 10 --
Investment in debt securities ........................... 882,748 1,073,621
Organization cost (net of accumulated
amortization of $131,036 for 2000 and $32,019 for 1999) 542,115 641,688
Goodwill (net of accumulated amortization of
$217,334 for 2000 and $139,093 for 1999)............... 1,136,461 1,214,701
Other non-current assets ................................ 62,283 341,220
----------- -----------
Total non-current assets ............................ 2,623,617 3,271,230
----------- -----------
TOTAL ASSETS ................................... $54,010,835 $36,748,994
=========== ===========
(Continued on next page)
See accompanying notes.
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<CAPTION>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
Current Liabilities:
Current portion of capital lease obligations . $ 10,895 $ 30,073
Current portion of bank borrowings ........... 1,944,133 2,343,965
Federal funds ................................ 1,477,000 --
Borrowed funds ............................... 900,525 --
Bank line of credit .......................... 1,898,451 1,727,003
Deposits ..................................... 23,076,271 7,331,853
Accounts payable and accrued expenses ........ 1,676,678 2,731,970
Accrued compensation and benefits ............ 533,808 549,093
Payable to insurance companies ............... 7,179,534 5,670,974
Payable to broker-dealers .................... 218,638 255,158
Income taxes payable, current ................ 3,229 136,630
Income taxes payable, deferred ............... 16,884 83,157
Other liabilities ............................ 940,854 597,646
------------ ------------
Total current liabilities ................ 39,876,900 21,457,522
------------ ------------
Long-Term Liabilities
Long-term portion of capital lease obligations 1,183 8,933
Long-term portion of borrowings .............. 386,934 514,031
Other long-term liabilities .................. 81,873 104,742
Deferred income taxes ........................ 13,359 85,779
------------ ------------
Total long-term liabilities .............. 483,349 713,485
------------ ------------
Total liabilities ................... 40,360,249 22,171,007
------------ ------------
Commitments and Contingencies ..................... -- --
------------ ------------
Stockholders' Equity
Common stock, par value $.01 per share ....... 33,300 33,294
Additional paid-in capital ................... 16,259,091 16,050,189
Retained deficit ............................. (2,657,350) (1,292,794)
Accumulated other comprehensive income (loss) 15,545 (35,463)
------------ ------------
13,650,586 14,755,226
Treasury stock, at cost ........................... -- (177,239)
------------ ------------
Total stockholders' equity .......... 13,650,586 14,577,987
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........ $ 54,010,835 $ 36,748,994
============ ============
See accompanying notes.
</TABLE>
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<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
REVENUE:
Gross revenue (see note 12) ........... $ 22,002,928 $ 19,546,583 $ 7,751,861 $ 6,881,018
------------ ------------ ----------- -----------
Total gross revenue ............. 22,002,928 19,546,583 7,751,861 6,881,018
------------ ------------ ----------- -----------
COST OF SALES:
Cost of sales ......................... 7,142,171 6,019,091 2,480,130 1,942,916
------------ ------------ ----------- -----------
Total cost of sales ............. 7,142,171 6,019,091 2,480,130 1,942,916
------------ ------------ ----------- -----------
Gross profit (see note 12) ...... 14,860,757 13,527,492 5,271,731 4,938,102
------------ ------------ ----------- -----------
EXPENSES:
Employee compensation and benefits .... 9,611,877 7,577,373 3,385,758 2,978,628
Mail and courier ...................... 361,794 363,586 69,274 118,673
Telephone ............................. 467,892 354,590 161,591 163,960
Equipment rental and maintenance ...... 594,301 463,121 284,679 194,450
Occupancy ............................. 708,261 701,708 231,502 256,545
Depreciation and amortization ......... 742,353 626,129 259,636 195,178
Professional fees ..................... 994,322 1,048,164 32,458 268,071
Interest .............................. 360,504 387,651 130,122 150,187
Provision for bad debt ................ 569,346 14,050 159,022 10,800
Provision for loan losses ............. 197,000 -- 70,000 --
Business development costs ............ 194,584 56,036 40,580 23,689
Other operating expenses .............. 1,294,324 2,331,549 352,579 950,596
------------ ------------ ----------- -----------
Total expenses .................. 16,096,558 13,923,957 5,177,201 5,310,777
------------ ------------ ----------- -----------
Income (loss) from operations .............. (1,235,801) (396,465) 94,530 (372,675)
------------ ------------ ----------- -----------
OTHER INCOME (LOSS)
Unrealized gain (loss) on securities .. 6,478 (23,450) (3,752) (33,151)
Realized gain (loss) on securities .... (1,145) 2,252 9,346 (669)
Equity in results of affiliates ....... -- -- -- (54,284)
Loss on sale/disposal of fixed assets . (109,088) -- (9,608) --
All other ............................. -- -- (89,863) --
------------ ------------ ----------- -----------
Total other loss ................ (103,755) (21,198) (93,877) (88,104)
------------ ------------ ----------- -----------
Income (loss) before income taxes .......... (1,339,556) (417,663) 653 (460,779)
------------ ------------ ----------- -----------
Income taxes ............................... 25,000 66,387 476 22,387
------------ ------------ ----------- -----------
Net income (loss) .......................... $ (1,364,556) $ (484,050) $ 177 $ (483,166)
============ ============ =========== ===========
Per share earnings
Basic common shares outstanding ....... 2,880,028 2,773,727 2,880,028 2,773,727
Net income (loss) - basic ............. $ (0.47) $ (0.17) $ -- $ (0.17)
Fully diluted common shares outstanding 3,050,825 2,945,855 3,050,825 2,945,855
Net income (loss) - fully diluted ..... $ (0.45) $ (0.16) $ -- $ (0.16)
See accompanying notes.
</TABLE>
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<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income (loss).................................. $ (1,364,556) $ (484,050) $ 177 $ (483,166)
Other comprehensive income
(loss), net of tax
Unrealized gain on
securities, net of
reclassification adjustment............. 51,008 -- 82,633 --
------------ ----------- ----------- -----------
Comprehensive income (loss)........................ $ (1,313,548) $ (484,050) $ 82,810 $ (483,166)
============ =========== =========== ===========
See accompanying notes.
</TABLE>
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<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net loss ............................................... $ (1,364,556) $ (484,050)
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Income taxes payable .............................. (133,401) --
Deferred income taxes ............................. (132,986) (118,444)
Provision for depreciation and amortization ....... 742,353 626,129
Provision for loan losses ......................... 197,000 --
Provision for bad debt ............................ 569,346 --
Change in market value of securities .............. (6,166) --
Loss on disposal of discontinued operations ....... 100,513 --
Loss on sale of securities ........................ 21,026 --
Results of affiliate/minority interest ............ -- (71,620)
Adjustment to goodwill re: purchase of
Fiduciary Counsel, Inc. ........................ -- 211,007
Deferred start-up costs ........................... -- (549,695)
(Increase) decrease in operating assets
Receivables .................................... (2,061,110) (18,231)
Loans made to customers, net of repayments ..... (15,487,322) --
Prepaid and sundry assets ...................... 82,413 (133,457)
Other non-current assets ....................... 278,937 158,116
Increase (decrease) in operating liabilities
Deposits ....................................... 15,744,418 --
Accounts payable and accrued expenses .......... 416,748 (708,380)
Accrued compensation and benefits .............. (15,285) 247,538
Accrued income taxes ........................... -- (1,857)
Other liabilities .............................. 320,338 (814,431)
------------ ------------
Net cash used in operating activities ................ (727,734) (1,657,375)
------------ ------------
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of equipment .................................. (689,993) (1,742,985)
Adjustment re acquisition of Fully Armed Productions ... -- (93,440)
Investment in affiliated mutual funds .................. (36,753) --
Due from banks ......................................... (933,448) --
Federal funds sold ..................................... 4,922,000 --
Bond investments ....................................... (5,572,939) --
Proceeds from sale of fixed assets ..................... 2,968 --
Proceeds from sale of debt securities .................. 181,066 --
Proceeds from sale of securities ....................... 580,875 --
Investments in securities and mutual funds ............. (316,990) 99,983
Investment in debt securities .......................... -- (79,984)
Investment in affiliate ................................ (10) --
------------ ------------
Net cash used in investing activities ................ (1,863,224) (1,816,426)
------------ ------------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock ................. 3,540 7,445,584
Proceeds from issuance of Series C preferred stock ..... -- 100,900
Borrowings on bank line of credit ...................... 760,000 --
Repayments on bank line of credit ...................... (588,552) --
Dividends to Unified Investment Services, Inc. and Fully
Armed Productions, Inc. shareholders ................. -- (18,624)
Proceeds from issuance of treasury stock ............... 437,158 --
Federal funds purchased ................................ 1,477,000 --
Securities sold under agreement to repurchase .......... 900,525 --
Repayment of borrowings ................................ (526,929) (986,134)
Repayment of capital lease obligations ................. (26,928) (39,169)
Purchase of Archer Trading, Inc. ....................... -- (73,500)
Purchase of treasury shares ............................ (54,551) (635,301)
------------ ------------
Net cash provided by financing activities ............ 2,381,263 5,793,756
------------ ------------
Net increase (decrease) in cash and cash equivalents ...... (209,695) 2,319,955
Cash and cash equivalents - beginning of year ............. 5,714,345 10,342,501
------------ ------------
Cash and cash equivalents - end of period ................. $ 5,504,650 $ 12,662,456
============ ============
See accompanying notes.
</TABLE>
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UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2000 AND 1999
---------------------------
Note 1 - NATURE OF OPERATIONS
Unified Financial Services, Inc., a Delaware holding company
for various financial services companies, was organized on
December 7, 1989. We distribute a vertically integrated
financial services platform via the traditional industry
channels of our subsidiaries and via the Internet. Through our
subsidiaries, all of which are wholly owned, we provide
services primarily in six lines of business: trust and
retirement services; mutual fund administration services;
banking; insurance; brokerage; and investment advisory
services.
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 and nine-month periods ended September 30, 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.
On January 31, 2000, Unified Management Company acquired all
of the assets of Commonwealth Investment Services, Inc.
Effective September 29, 2000, Unified Management Company was
renamed Unified Financial Securities, Inc. Effective October
12, 2000, Unified Fund Services, Inc. was merged with and into
AmeriPrime Financial Services, Inc. Immediately following,
AmeriPrime Financial Services, Inc. was renamed Unified Fund
Services, Inc. Each of Unified Financial Services, Inc.,
Commonwealth Investment Services, Inc., Unified Fund Services,
Inc. and AmeriPrime Financial Services, Inc. is/was a wholly
owned subsidiary of our company.
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UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 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 - UNIFIED TRUST COMPANY, NATIONAL ASSOCIATION
On June 26, 2000, First Lexington Trust Company, a subsidiary
of our company, converted to a limited purpose national
banking association with the corporate name "Unified Trust
Company, National Association." Unified Trust Company,
National Association is required by the Office of the
Comptroller of the Currency to maintain minimum capital of
$2.0 million. As of September 30, 2000, Unified Trust Company,
National Association had $2.1 million total capital.
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 September 30, 2000, our board of directors had granted
options to acquire 104,131 shares of our common stock to
certain of our employees, directors and advisers pursuant to
our stock incentive plan. In addition, as of such date, our
board had granted options to acquire 66,666 shares of our
common stock outside of such plan. Such options have exercise
prices as follows:
6,350 shares at $25.00 per share
19,231 shares at $27.50 per share
500 shares at $30.25 per share
77,050 shares at $40.00 per share
1,000 shares at $44.00 per share
66,666 shares at $45.00 per share
As of September 30, 2000, 85,831 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 June 30, 2000 169,847
Options issued during period at exercise
price of $40.00 per share 2,000
Options exercised during period --
Forfeitures at $25.00 per share 50
Forfeitures at $40.00 per share 1,000
Options outstanding at
September 30, 2000 170,797
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UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2000 AND 1999
---------------------------
Note 5 - DEBT AND RELATED MATTERS
Debt at September 30, 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 $ 70,379
Payable in monthly installments including interest at
8.5%, final payment due January 2, 2001, secured by
assignment of receivables 1,893,750
Payable in monthly installments including interest at
8.25%, final payment due March 31, 2014, collateralized
by equipment 354,582
Payable in monthly installments including interest at
10.4%, final payment due April 26, 2002, collateralized
by equipment 12,356
-------------
Total notes 2,331,067
-------------
Less current maturities of bank debt 1,944,133
-------------
Long-term portion $ 386,934
=============
</TABLE>
The maturities of notes payable and lines of credit for each
of the succeeding five years subsequent to September 30, 2000,
were as follows: 2001--$53,134; 2002--$48,364; 2003--$49,876;
2004--$51,518; 2005 and beyond--$184,042.
Lines of credit:
---------------
<TABLE>
<S> <C>
Payable at maturity, June 30, 2001, interest at prime,
secured by assignment of receivables $ 1,890,000
Loan payable at maturity, December 31, 2000,
interest at 10.25% 8,451
-------------
$ 1,898,451
=============
</TABLE>
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UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 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 September
30, 2000:
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, AMOUNT
------------------------ ------
<S> <C>
2000 $ 11,626
2001 724
2002 601
--------
12,951
Less: amount representing interest 873
--------
Total $ 12,078
========
</TABLE>
Note 7 - RENTAL AND LEASE INFORMATION
We lease certain office facilities and equipment. Rental
expense for the nine months ended September 30, 2000 and 1999
were $708,261 and $701,708, respectively.
At September 30, 2000, we were committed to minimal rental
payments under certain noncancellable operating leases.
Generally, these leases include cancellation clauses. As of
September 30, 2000, the minimum future rental commitments for
each of the succeeding five years subsequent to September 30,
2000 were as follows: 2001--$1,036,432; 2002--$780,637;
2003--$345,290; 2004--$265,237; and 2005 and
thereafter--$679,924.
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 Financial Securities, 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 Financial Securities,
$5,000 for Unified Investment Services and $25,000 for
AmeriPrime Financial Securities, whichever is greater, and a
ratio of aggregate indebtedness to net capital of not more
than 15 to 1. At September 30, 2000, the net capital and ratio
of aggregate indebtedness for each of these entities were as
follows:
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UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2000 AND 1999
---------------------------
Note 9 - CASH SEGREGATED UNDER FEDERAL REGULATION AND NET CAPITAL
REQUIREMENTS (continued)
<TABLE>
<CAPTION>
SEPTEMBER 30,
2000
-------------
<S> <C>
Net capital:
Unified Financial Securities $ 304,558
Unified Investment Services 6,845
AmeriPrime Financial Securities 294,349
Ratio of aggregate indebtedness:
Unified Financial Securities 1.473 to 1
Unified Investment Services 0 to 1
AmeriPrime Financial Securities .05 to 1
</TABLE>
Pursuant to Rule 15c3-3 as promulgated by the Securities and
Exchange Commission, Unified Financial Securities, 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 Financial
Securities, Unified Investment Services and AmeriPrime
Financial Securities was $0 at September 30, 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 nine months
ended September 30, 2000 and 1999, we issued 11,530 (including
10,929 shares from treasury) and 213,550 shares, respectively,
of our common stock. For the nine months ended September 30,
2000 and 1999, aggregate brokerage fees of $20,500 and
$802,000, respectively, were paid to Unified Financial
Securities 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.
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UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 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 September
30, 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>
SEPTEMBER 30,
--------------------------------------------------------
2000 1999
------------------------- ------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
(IN THOUSANDS)
Financial assets:
Cash and cash equivalents $ 5,504.6 $ 5,504.6 $ 12,663.0 $ 12,663.0
Investment in:
Debt securities 882.7 882.7 1,074.0 1,074.0
Securities and mutual funds 564.4 564.4 626.0 626.0
Loans 18,101.1 18,101.1 -- --
Receivables (trade) 11,096.6 11,096.6 8,892.0 8,892.0
Prepaid and sundry 817.5 817.5 363.0 363.0
Financial liabilities:
Current liabilities 37,921.9 37,921.9 9,294.0 9,294.0
Capital lease obligation 12.1 12.1 50.7 50.7
Long-term debt 2,331.1 2,331.1 4,925.1 4,925.1
</TABLE>
Note 12 - DISCLOSURES ABOUT REPORTING SEGMENTS
We have six reportable operating segments: trust and
retirement services; mutual fund administration services;
banking; insurance; brokerage; and investment advisory
services. In addition, we also report corporate and
discontinued operations as a separate segment.
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 and gross margin
were as follows for the nine and three months ended September
30, 2000 and 1999 and total assets, capital expenditures and
depreciation and amortization were as follows as of and for
the nine months ended September 30, 2000 and 1999:
- 11 -
<PAGE>
<PAGE>
UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2000 AND 1999
---------------------------
Note 12 - DISCLOSURES ABOUT REPORTING SEGMENTS (continued)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
(IN THOUSANDS)
Revenues:
Trust and retirement............................. $ 1,503,926 $ 1,293,385 $ 482,835 $ 516,410
Mutual fund administration....................... 3,418,777 1,830,667 1,257,424 735,550
Banking.......................................... 1,853,821 356,561 778,847 127,308
Insurance........................................ 9,151,679 8,187,965 3,573,753 2,762,257
Brokerage........................................ 2,127,776 3,219,361 431,289 940,464
Investment advisory.............................. 3,528,770 3,921,560 1,168,157 1,436,165
Corporate and discontinued operations............ 418,179 737,084 59,556 362,864
----------- ----------- ----------- -----------
Total....................................... $22,002,928 $19,546,583 $ 7,751,861 $ 6,881,018
=========== =========== =========== ===========
Gross profit:
Trust and retirement............................. $ 1,340,416 $ 1,047,247 $ 429,334 $ 419,850
Mutual fund administration....................... 2,701,239 1,493,533 952,597 620,300
Banking.......................................... 1,150,166 356,561 499,241 127,308
Insurance........................................ 5,290,136 4,659,941 2,137,353 1,612,628
Brokerage........................................ 783,460 1,623,313 122,373 521,181
Investment advisory.............................. 3,351,105 3,700,134 1,110,601 1,364,293
Corporate and discontinued operations............ 244,235 646,763 20,232 272,542
----------- ----------- ----------- -----------
Total....................................... $14,860,757 $13,527,492 $ 5,271,731 $ 4,938,102
=========== =========== =========== ===========
Total assets
Trust and retirement............................. $ 3,170,793 $ 1,972,690
Mutual fund administration....................... 1,656,956 1,210,062
Banking.......................................... 34,056,493 2,231,946
Insurance........................................ 9,124,816 7,547,802
Brokerage........................................ 1,255,162 1,401,142
Investment advisory.............................. 3,190,378 4,751,621
Corporate and discontinued operations............ 1,556,237 10,790,966
----------- -----------
Total....................................... $54,010,835 $29,906,229
=========== ===========
Depreciation and amortization:
Trust and retirement............................. $ 27,316 $ 17,090
Mutual fund administration....................... 59,840 48,514
Banking.......................................... 126,129 43,993
Insurance........................................ 98,561 160,732
Brokerage........................................ 25,849 27,747
Investment advisory.............................. 139,177 195,603
Corporate and discontinued operations............ 265,481 132,450
----------- -----------
Total....................................... $ 742,353 $ 626,129
=========== ===========
Capital expenditures:
Trust and retirement............................. $ 140,648 $ 38,699
Mutual fund administration....................... 63,160 90,940
Banking.......................................... 112,832 753,807
Insurance........................................ 155,501 83,510
Brokerage........................................ 4,275 27,555
Investment advisory.............................. 27,740 40,585
Corporate and discontinued operations............ 185,837 707,889
----------- -----------
Total....................................... $ 689,993 $ 1,742,985
=========== ===========
</TABLE>
- 12 -
<PAGE>
<PAGE>
UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2000 AND 1999
---------------------------
Note 13 - UNIFIED BANKING COMPANY ASSETS AND LIABILITIES
Unified Banking Company commenced operations on November 1,
1999. Included in our consolidated financial statements at
September 30, 2000 were the bank's total assets of $31,685,065
and total liabilities of $25,054,869 as of such date. As of
such date, certain components of such assets and liabilities
were as follows:
Due from banks $ 1,248,263
Investments in securities:
US agency securities --
FHLB stock 100,000
Loans:
Real estate loans 11,741,941
Commercial loans 3,874,399
Installment loans 2,759,805
Other loans 53
Allowance for loan losses 230,000
Bank deposits:
Demand deposits 2,426,678
NOW accounts 695,012
Money market accounts 10,756,640
Savings accounts 51,928
Time deposits 8,661,323
Other interest-bearing deposits 86,332
Federal and borrowed funds 2,377,525
Note 14 - INVESTMENT IN AFFILIATE
On May 23, 2000, we subscribed for 10 shares of VSX Holdings,
LLC, a Delaware limited liability company, in exchange for $10
and certain intangible property rights. We currently own
approximately 0.5% of the outstanding shares of VSX Holdings,
but have the right to purchase up to an additional 1,990
shares at a price of $1 per share, upon the occurrence of
certain specified events. Our investment in VSX Holdings is
accounted for on the equity method of accounting.
VSX Holdings is involved in the development of an alternative
trading system to be known as VSX.com, which, upon and subject
to organization and regulatory approval, will serve as a
virtual, real-time private financial market place. In
connection with the organization of VSX Holdings, a third
party investor made a $3.0 million loan to VSX Holdings. We
also have entered into a management arrangement with VSX
Holdings whereby we provide consulting and development
services to VSX Holdings.
- 13 -
<PAGE>
<PAGE>
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 downturn 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. In addition, by accepting deposits at fixed
rates, at different times and for different terms, and lending funds at
fixed rates for fixed periods, a bank accepts the risk that the cost of
funds may rise and interest on loans and investment securities may be at a
fixed rate. Similarly, the cost of funds may fall, but a bank may have
committed by virtue of the term of a deposit to pay what becomes an
above-market rate. Investments may decline in value in a rising interest
rate environment. Loans have the risk that the borrower will not repay all
funds in a timely manner as well as the risk of total loss. Collateral may
or may not have the value attributed to it. The loan loss reserve, while
believed adequate, may prove inadequate if one or more large borrowers, or
numerous smaller borrowers, or a combination of both, experience financial
difficulty for individual, national or international reasons. Because the
financial services industry is highly regulated, decisions of governmental
authorities can have a major effect on 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. In
addition, our current expectations with respect to our six business lines,
our mission with respect to market leading positions of our trust and
retirement services and mutual fund administration services business lines,
our ability to generate supplemental revenues for our other business lines,
our ability to provide superior returns to our stockholders and the
development of VSX Holdings as an alternative trading system may prove to be
other than expected. 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 that
was organized on December 7, 1989, is a vertically integrated provider of
financial products and services, distributing these through six lines of
business: trust and retirement services; mutual fund administration
services; banking; insurance; brokerage; and investment advisory services.
Unified bases its foundation upon two of its lines of business which seek to
be market leaders in their respective fields - trust and retirement services
and mutual fund administration services.
It is the mission of our company to capture market leading
positions in these two business lines, generate supplemental revenue for
each line to the others and, by our ability to distribute our products/
services through electronic delivery channels with strategic third-party
relationships, to provide superior returns to our stockholders.
- 14 -
<PAGE>
<PAGE>
The current organizational structure and the refinement of our
business strategy is the culmination of the work over the last two and
one-half years towards the creation of today's Unified Financial Services,
Inc. Our foundation, Unified Financial Securities, Inc., dates back to 1952.
Unified Financial Securities, Inc. began as Unified Underwriters, Inc. and
today is a regional discount brokerage firm with a link to mutual fund
assets via its brokerage account services. It is our broker-dealer
subsidiary.
In 1990, Unified Fund Services, Inc. was formed. Unified Fund
Services is a highly automated, registered stock transfer agent that
provides transfer agency, fund accounting, administrative and/or compliance
services for mutual fund families.
Beginning in 1997 with our acquisition of First Lexington Trust
Company and Health Financial, Inc., our fundamental business model was born.
The business model was intent on creating a vertically integrated financial
services platform from which all essential products and support systems
necessary to compete in the financial services industry would be built or
acquired. The guiding principle was to provide one-stop shopping for
consumers and to create an infrastructure whereby all support systems and
related costs are confined within the company. Thus, we were to become a
low-cost provider of all such services.
In 1998, seven new affiliates joined our company and in 1999, six
more were either started or acquired. The organization has been streamlined
through consolidation of like-business affiliates. Thus, over the course of
two and one-half years, thirteen affiliates and four start-ups have been
restructured into the six core businesses.
Over the first half of 2000, as the consolidation process was
proceeding, it became obvious that two of our business lines have a
tremendous opportunity to become market leaders in their respective
disciplines. A market leader commands a national lead position in a segment
of an industry as opposed to a lead position in the entire industry. Our two
potential market leaders, we believe, are trust and retirement services
(Unified Trust Company, National Association) and mutual fund administration
services (Unified Funds Services).
Going forward, the vertically integrated platform will be refined
and managed with these two businesses forming the foundation and being the
main drivers of our income. While we expect the other core lines to be
profitable in their own discipline, each should be significantly enhanced by
the supplemental income each will receive through their affiliation with the
two main driver businesses.
Additionally, we intend to develop the VSX project, a virtual
real-time private financial marketplace. It will be funded by independent
investment and we will retain an equity position and management contract for
services rendered.
Other e-commerce plans include relationships with Copernic
Technologies Inc., a metasearch technology company in Quebec, further
development of our financial services-in-a-box product for private label
sale to third parties and the further development of marketing relationships
with independent business-to-business companies. All of these initiatives
are designed as additional outlets for our core products and services.
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 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; 36 West 44th Street, The Bar Association
- 15 -
<PAGE>
<PAGE>
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.
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.
COMPARISON OF RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Revenues for the nine months ended September 30, 2000 compared to
the nine months ended September 30, 1999 increased $2,456,000, or 12.6%,
from $19,547,000 to $22,003,000. For such periods, trust and retirement
services revenues increased $211,000, or 16.3%, primarily as a result of
additional fees received in connection with a $61,600,000 increase in assets
under management. For such periods, fund administration services revenues
increased $1,588,000, or 86.8%, due to an increase in the number of mutual
fund clients services and a growth in the amount of assets under service. As
of September 30, 2000, we provided fund administrative services to 28 mutual
fund families consisting of 121 portfolios and approximately $4.3 billion in
mutual fund assets as compared to 23 mutual fund families consisting of 110
portfolios and approximately $3.7 billion in mutual fund assets as of
September 30, 1999.
Banking revenues increased $1,497,000, or 419.9%, for the nine
months ended September 30, 2000 compared to the same period of 1999 due to
the inclusion of the results of operations of Unified Banking Company, which
commenced operations on November 1, 1999, in the 2000 revenues (without any
revenues for 1999), which accounted for 93.7% of the increase, and due to
increased financing activity at our premium finance operations.
For the nine months ended September 30, 2000 compared to the same
period of 1999, insurance revenues increased $964,000, or 11.8%, due to a
$6,123,000, or 22.5%, increase in total insurance premiums written. The
results for 1999 included revenues derived from our Chicago insurance
operations, which were discontinued at year-end 1999. Excluding the revenues
of the Chicago operations from the 1999 revenues, insurance revenues
increased $1,831,000, or 25.0%, for the nine months ended September 30, 2000
compared to the same period of 1999. We experienced increases in both our
personal and commercial business lines. Additionally, insurance revenues for
the nine months ended September 30, 2000 included a $379,000 contingency
payment our claims services operations received during the third quarter for
lower than anticipated claims losses.
For such periods, brokerage revenues declined $1,092,000, or 33.9%,
principally due to a $782,000 decline in private placement commissions
received by our broker-dealer subsidiaries in connection with our recently
completed private placements. We also experienced a $277,000 decline in
trading revenues due to the loss of one client relationship, which was
partially offset by the inclusion in 2000 of revenues associated with our
recently operational Internet trading website and an increase in brokerage
revenues due to our relationship with certified public accountants. In
addition, the 1999 revenues include a one-time commission of fund sales of
approximately $100,000.
Investment advisory services revenues declined $393,000, or 10.0%,
for the nine months ended September 30, 2000 compared to the same period of
1999 primarily due to a shifting of approximately $16,000,000 of assets from
our investment advisory operations to our trust and retirement services
operations and a loss of two broker-dealer clients with approximately
$8,000,000 of assets under management, partially offset by additional
revenues earned on assets under management pursuant to new fee arrangements.
- 16 -
<PAGE>
<PAGE>
For such periods, corporate and discontinued operations revenues
declined $319,000, or 43.3%, which represented a reduction in interest
income earned on the proceeds of our private placement and a decline in
revenues at certain start-up entities and discontinued operations.
Gross profit for the nine months ended September 30, 2000 as
compared to same period of 1999 increased $1,334,000, or 9.9%, from
$13,527,000 to $14,861,000. For such periods, gross profit as a percentage
of revenue declined to 67.5% from 69.2%.
Trust and retirement services gross profit increased $293,000, or
27.8%, for the nine months ended September 30, 2000 compared to the
corresponding period of 1999 due to the $61,600,000 increase in assets under
management discussed above. For such periods, mutual fund administration
services gross profit increased $1,208,000, or 80.9%, due to the increase in
the number of mutual fund clients served and assets under service. Banking
gross profit increased $794,000, or 222.6%, for the nine months ended
September 30, 2000 compared to the same period of 1999 due to the inclusion
of the results of Unified Banking Company in banking gross profit for 2000
(without any amount included in the 1999 period), which accounted for 88.1%
of the increase, and due to increased financing activity at our premium
finance operations.
For the nine months ended September 30, 2000 compared to the same
period of 1999, insurance gross profit increased $630,000, or 13.5%.
Excluding the gross profits attributable to our Chicago insurance
operations, which were discontinued at year-end 1999, insurance gross
profits increased $1,053,000 for such periods due to an increase in total
insurance premiums written and the contingency payment we received due to
lower than anticipated claims losses. Brokerage gross profit declined
$840,000, or 51.7%, for the nine months ended September 30, 2000 compared to
the same period of 1999 principally due to the $782,000 decline in
commissions received on our private placements and a $173,000 decline in
gross profits due to the loss of one client relationship, which declines
were partially offset by a $100,000 recovery in 2000 from our insurance
carrier with respect to an employee theft loss which occurred during the
third quarter of 1999.
For such periods, investment advisory gross profit declined
$349,000, or 9.4%, due to an increase in the costs of outside service
providers and higher administrative fees associated with the Unified family
of mutual funds. Corporate and discontinued operations gross profit declined
$403,000, or 62.2%, for such periods due to declines at certain start-up and
discontinued operations and a decline in interest income earned on our
private placement proceeds.
Results from operations for the nine months ended September 30,
2000 was a loss of $1,236,000 compared to a loss from operations of $396,000
for the same period last year. Total expenses for the nine months ended
September 30, 2000 were $16,097,000, or 73.2% of total revenue, as compared
to $13,924,000, or 71.2% of total revenue for same period of 1999.
Employee compensation and benefits expense increased $2,035,000, or
26.8%, for the nine months ended September 30, 2000 compared to the same
period of 1999 due to (i) new personnel hired in connection with the
expansion of our trust and retirement services and mutual fund
administration services operations, which accounted for $1,180,000 of such
increase, (ii) the expansion of our senior management team and the hiring of
additional accounting and information services personnel, which accounted
for $1,076,000 of such increase, and (iii) the commencement of operations of
Unified Banking Company in November 1999, which accounted for $583,000 of
such increase. These increases in compensation and benefits expenses were
partially offset by a $337,000 decline in such expenses at our insurance
operations. For such periods, telephone expense increased $113,000, or
32.0%, for the nine months ended September 30, 2000 compared to the same
period of 1999 due to telephone costs associated
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<PAGE>
with the increased marketing efforts at our insurance and mutual fund
administration operations and the roll-out of our wide-area network.
Equipment rental and maintenance expense increased $131,000, or 28.3%, for
such periods due to the start-up of Unified Banking Company and expansion of
activities at Unified Trust Company, National Association. For such periods,
depreciation and amortization expense increased $116,000, or 18.6%, due to
the depreciation and amortization expense associated with equipment
purchased by Unified Banking Company in connection with its commencement of
business. Our provision for bad debt increased $555,000, or 3,952.3%,
between such periods due to a reserve made for doubtful receivables
generated by our fund administration services operations. Our provision for
loan loss for the nine months ended September 30, 2000 was $197,000 (without
a corresponding expense for the same period of 1999). Other operating
expenses declined $1,037,000, or 44.5%, due to a $1,118,000 benefit received
by us during the nine months ended September 30, 2000 in connection with the
construction and development of the VSX marketplace and its corresponding
products, with no corresponding benefit included for the same period of
1999.
Net loss for the nine months ended September 30, 2000 was
$1,365,000 compared with a net loss of $484,000 for the same period of 1999.
For the nine months ended September 30, 2000, the 12.6% increase in revenues
compared to the same period of 1999 was offset by the 15.6% increase in
expenses for such periods, as described above.
COMPARISON OF RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Revenues for the quarter ended September 30, 2000 compared to the
same quarter of 1999 increased $871,000, or 12.7%, from $6,881,000 to
$7,752,000. For such quarters, trust and retirement services revenues
declined $34,000, or 6.5%, mutual fund administration revenues increased
$522,000, or 71.0%, banking revenues increased $652,000, or 511.8%,
insurance revenues increased $811,000, or 29.4%, brokerage revenues declined
$509,000, or 54.1%, investment advisory revenues declined $268,000, or
18.7%, and corporate and discontinued operations revenues declined $303,000,
or 83.6%.
The reasons underlying the variations in revenues by segment
discussed above for the year-to-date periods also were applicable to the
three-month periods. Additionally, with respect to insurance revenues for
such quarters, excluding our Chicago insurance operations from the revenues
for the third quarter of 1999, our insurance revenues increased $1,124,000,
or 45.9%, for the third quarter of 2000 compared to the third quarter of
1999.
Gross profit increased $334,000, or 6.8%, from $4,938,000 for the
third quarter of 1999 to $5,272,000 for the third quarter of 2000. For such
periods, gross profit as a percentage of revenue declined to 68.0% from
71.8%.
For the quarter ended September 30, 2000 compared to the same
quarter of 1999, trust and retirement services gross profit increased
$9,000, or 2.3%, mutual fund administration services gross profit increased
$332,000, or 53.6%, banking gross profit increased $372,000, or 292.2%,
insurance gross profit increased $525,000, or 32.5%, brokerage gross profit
declined $399,000, or 76.5%, investment advisory gross profit declined
$254,000, or 18.6%, and corporate and discontinued operations gross profit
declined $252,000, or 92.6%.
The reasons underlying the variations in gross profit by segment
discussed above for the year-to-date periods also were applicable to the
three-month periods. Additionally, with respect to insurance gross profit
for such quarters, excluding our Chicago insurance operations from the gross
profit for the third quarter of 1999, our insurance gross profit increased
$675,000, or 46.2%, for the third quarter of 2000 compared to the third
quarter of 1999.
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<PAGE>
Income from operations for the quarter ended September 30, 2000 was
$95,000 compared to a loss from operations of $373,000 for the same quarter
last year. Total expenses for the quarter ended September 30, 2000 were
$5,177,000, or 66.8%, of total revenue, as compared to $5,311,000, or 77.2%
of total revenue, for the third quarter of 1999.
The reasons underlying the variations in expense items discussed
above for the year-to-date periods also were applicable to the three-month
periods. In addition, mail and courier service declined $49,000, or 41.6%,
for the third quarter of 2000 compared to the corresponding quarter of 1999
due to a reduction in mailings from our insurance operations from three
times to once a year and greater use of bulk mail. Professional fees
declined $236,000, or 87.9%, for such quarters principally due to our hiring
of internal legal counsel. Other operating expenses for the third quarter of
2000 included a $1,118,000 benefit received by us in connection with the
construction and development of the VSX marketplace and its corresponding
products with no corresponding benefit included in the third quarter of
1999.
Total other income was a loss of $94,000 for the quarter ended
September 30, 2000 compared to a loss of $88,000 for the third quarter of
1999. Unrealized loss on securities of $4,000 for the third quarter of 2000
compared to an unrealized loss of $33,000 during the third quarter of 1999.
Equity in results of affiliates reflected a loss of $54,000 during the third
quarter of 1999 and $0 for the same quarter of 2000.
Net income was $177 for the third quarter of 2000 compared with a
net loss of $483,000 for the third quarter of 1999. The improvement in
income for the quarter ended September 30, 2000 compared to the same quarter
of 1999 was a result of the 12.7% increase in revenues coupled with the
minor reduction in expenses, as described above.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY. 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
September 30, 2000 from December 31, 1999 was $209,695. The net decrease
reflected the repayment of borrowings, the purchase of fixed assets and a
decline in accounts payable. We received $67,200 from the issuance of 1,680
shares of common stock in our private placement during the three months
ended September 30, 2000. We also received $1,118,000 from VSX Holdings, LLC
during the nine months ended September 30, 2000 in connection with services
we provided relating to the construction and development of the VSX
marketplace and its corresponding products.
With respect to our banking operations, long-term liquidity is a
function of the core deposit base and an adequate capital base. We are
committed to growth of our core deposit base and maintenance of our capital
base. The growth of the deposit base is internally generated through product
pricing and product development. During its first three years of operations,
Unified Banking Company is required to maintain a Tier 1 capital to total
assets ratio of at least 8.0%. As of September 30, 2000, Unified Banking
Company had a ratio of Tier 1 capital to total assets equal to 20.7%.
Short-term liquidity needs arise from continuous fluctuations in
the flow of funds on both sides of the balance sheet resulting from growth
and seasonal and cyclical customer demands. The securities portfolio
provides stable long-term earnings as well as being a primary source of
liquidity. The designation of securities as available-for-sale and
held-to-maturity does not impact the portfolio as a source of liquidity due
to the ability to enter into repurchase agreements using those securities.
We anticipate continued loan demand in our market area. We have utilized,
and expect to continue to utilize, Federal Home Loan Bank borrowings to fund
a portion of future loan growth.
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<PAGE>
Unified Banking Company experienced net growth in assets of 120.31%
during the first nine months of 2000, while deposits increased 213.7% during
the same period. We continue to emphasize growth in stable core deposits
while utilizing the Federal Home Loan Bank and Federal funds purchased as
necessary to balance liquidity and cost effectiveness. We closely monitor
our level of liquidity to meet expected future needs.
CAPITAL RESOURCES. Total stockholders' equity was $13,650,586 at
September 30, 2000 compared to $14,577,987 at year-end 1999. The decline in
total equity was due to our loss from operations for the nine-months ended
September 30, 2000, partially offset by the issuance of 11,530 shares of our
common stock in our recently completed private placement.
The growth of Unified Banking Company will have an effect on our
working capital. It currently is anticipated that as Unified Banking Company
grows, our working capital ratio will become more in line with ratios
traditionally associated with bank holding companies.
Certain outstanding bank loans of our company are due in the first
quarter of 2001. Currently, we believe that we will be able to refinance
such loans on terms favorable to us. However, in the event we are unable to
refinance such loans, we would be required to seek other sources of funding
to satisfy such obligations. There can be no assurance that such other
sources of funding will be available or available on terms favorable to our
company.
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 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 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.
- 20 -
<PAGE>
<PAGE>
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 the expansion of our business 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.
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. We also have completed various acquisitions in the past
few years that have significantly enhanced our rate of growth. We cannot
provide you assurances that we will continue to sustain this rate of growth
or grow at all.
CHANGES IN THE LOCAL ECONOMIC CONDITIONS COULD ADVERSELY AFFECT
UNIFIED BANKING COMPANY'S LOAN PORTFOLIO. Unified Banking Company's success
depends to a great extent upon the general economic conditions of Fayette
County, Kentucky. Unlike larger banks that are more geographically
diversified, we primarily provide banking and financial services to
customers in Fayette County, Kentucky. Our commercial, real estate and
construction loans, the ability of the borrowers to repay these loans and
the value of the collateral securing these loans are impacted by our local
economic conditions. We cannot assure you that favorable economic conditions
will exist in our market.
ALLOWANCE FOR LOAN LOSSES MAY NOT BE ADEQUATE TO COVER ACTUAL LOAN
LOSSES. As a lender, Unified Banking Company is exposed to the risk that its
customers will be unable to repay their loans according to their terms and
that any collateral securing the payment of their loans may not be
sufficient to assure repayment. Credit losses are inherent in the lending
business and could have a material adverse effect on our consolidated
operating results. Unified Banking Company's credit risk with respect to its
real estate and construction loan portfolio relates principally to the
general creditworthiness of individuals and the value of real estate serving
as security for the repayment of loans. Our credit risk with respect to
Unified Banking Company's commercial and consumer installment loan portfolio
relates principally to the general creditworthiness of businesses and
individuals within its local market.
We make various assumptions and judgments about the collectibility
of Unified Banking Company's loan portfolio and provide an allowance for
potential losses based on a number of factors. If our assumptions are wrong,
the allowance for loan losses may not be sufficient to cover loan losses. We
may have to increase the allowance in the future. Additions to our allowance
for loan losses would decrease our net income.
- 21 -
<PAGE>
<PAGE>
UNIFIED BANKING COMPANY MAY BE UNABLE TO MANAGE INTEREST RATE RISKS
THAT COULD REDUCE OUR NET INTEREST INCOME. Like other financial
institutions, Unified Banking Company's results of operations are affected
principally by net interest income, which is the difference between interest
earned on loans and investments and interest expense paid on deposits and
other borrowings. We cannot predict or control changes in interest rates.
Regional and local economic conditions and the policies of regulatory
authorities, including monetary policies of the Board of Governors of the
Federal Reserve System, affect interest income and interest expense. While
Unified Banking Company continually takes measures intended to manage the
risks from changes in market interest rates, changes in interest rates can
still have a material adverse effect on our profitability.
In addition, certain assets and liabilities may react in different
degrees to changes in market interest rates. For example, interest rates on
some types of assets and liabilities may fluctuate prior to changes in
broader market interest rates, while rates on other types may lag behind.
Further, some of Unified Banking Company's assets, such as adjustable rate
mortgages, have features, including rate caps, which restrict changes in
their interest rates.
Factors such as inflation, recession, unemployment, money supply,
international disorders, instability in domestic and foreign financial
markets, and other factors beyond our control may affect interest rates.
Changes in market interest rates also will affect the level of voluntary
prepayments on loans and the receipt of payments on mortgage-backed
securities resulting in the receipt of proceeds that may be reinvested at a
lower rate than the loan or mortgage-backed security being prepaid. Although
Unified Banking Company pursues an asset-liability management strategy
designed to control our risk from changes in market interest rates, changes
in interest rates can still have a material adverse effect on our
profitability.
INSIDERS MAY CONTROL OUR FUTURE OPERATIONS AS A RESULT OF THE
CONCENTRATION OF CONTROL OF OUR COMMON STOCK. Our executive officers and
directors beneficially own approximately 36% of our outstanding common
stock. As a result, these insiders may be able to control the election of
our board of directors and thus our direction and future operations, and our
stockholders may lack an effective vote with respect to such matters.
WE ARE SUBJECT TO EXTENSIVE REGULATION. The banking, trust and
securities industries are heavily regulated under both Federal and state
law. These regulations are primarily intended to protect depositors and the
Federal Deposit Insurance Corporation, with respect to banks, and customers,
with respect to trust companies, broker-dealers and investment advisors, not
our creditors or stockholders. We and our subsidiaries also are subject to
the supervision of the Securities and Exchange Commission, the Office of
Thrift Supervision and the Office of the Comptroller of the Currency, in
addition to other regulatory and self-regulatory organizations. Regulations
affecting banks, trust companies and other financial services companies
undergo continuous change, and the ultimate effect of such changes cannot be
predicted. Regulations and laws may be modified at any time, and new
legislation may be enacted that affects us or our subsidiaries. We cannot
assure you that such modifications or new laws will not adversely affect us
or our subsidiaries.
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.
- 22 -
<PAGE>
<PAGE>
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 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.
- 23 -
<PAGE>
<PAGE>
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.
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 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.
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.
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 the long-term
profitability of our company. 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, through our subsidiaries, 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.
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<PAGE>
<PAGE>
Our asset/liability strategy is to minimize the sensitivity of
earnings to changes in interest rates while maintaining an acceptable net
interest margin. Unified Banking Company's asset/liability committee
monitors the interest rate sensitivity of the bank's balance sheet on a
monthly basis. The committee reviews asset and liability repricing in the
context of current and future interest rate scenarios affecting the economic
climate in our market areas.
Our pricing policy is that all earning assets and interest bearing
liabilities be either based on floating rates or have a fixed rate not
exceeding five years. Real estate mortgage loans held by us, while having
long final maturities, are comprised of one-, two- or three-year adjustable
rate loans. The adjustable basis of these loans significantly reduces
interest rate risk.
- 25 -
<PAGE>
<PAGE>
The following table illustrates our estimated static gap with
prepayments calculated as of September 30, 2000:
<TABLE>
<CAPTION>
TIME TO MATURITY OR REPRICING
0 TO 1 1 TO 2 2 TO 3 3 TO 6
(DOLLARS IN THOUSANDS) IMMEDIATE MONTHS MONTHS MONTHS MONTHS
--------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
RATE SENSITIVE ASSETS
Securities
U. S. agencies ........................ $ -- $186 $ 184 $181 $ 527
FHLB stock ............................ 100 -- -- -- --
------- ---- ------ ---- ------
Total securities .................... 100 186 184 181 527
------- ---- ------ ---- ------
Loans
Commercial
Fixed ............................... -- 14 14 14 42
Variable ............................ 2,700 -- -- -- --
------- ---- ------ ---- ------
Total commercial .................. 2,700 14 14 14 42
------- ---- ------ ---- ------
Real Estate
Commercial .......................... -- 11 11 11 34
------- ---- ------ ---- ------
Residential
Fixed ............................. -- 11 11 11 33
Variable .......................... -- -- -- -- 50
------- ---- ------ ---- ------
Total residential ............... -- 11 11 11 83
------- ---- ------ ---- ------
Total real estate ............ -- 22 22 22 117
------- ---- ------ ---- ------
Personal
Home equity loans ................... 2,785 -- -- -- --
Installment loans ................... -- 7 817 46 230
Personal open end letters of credit . -- -- -- 293 557
------- ---- ------ ---- ------
Total personal .................... 2,785 7 817 339 787
------- ---- ------ ---- ------
Other loans ........................... 425 -- -- -- --
------- ---- ------ ---- ------
Total loans ............................. 5,910 43 853 375 946
------- ---- ------ ---- ------
TOTAL RATE SENSITIVE ASSETS ........... $ 6,010 $229 $1,036 $556 $1,473
======= ==== ====== ==== ======
RATE SENSITIVE LIABILITIES
Interest bearing deposits
NOW accounts .......................... $ 695 $ -- $ -- $ -- $ --
------- ---- ------ ---- ------
Money market accounts
Market rate accounts ................ 1,950 -- -- -- --
Business market rate accounts ....... 2,632 -- -- -- --
Special personal MMDA ............... 628 -- -- -- --
Special business MMDA ............... 5,547 -- -- -- --
------- ---- ------ ---- ------
Total money market accounts ....... 10,757 -- -- -- --
------- ---- ------ ---- ------
Savings ............................... 52 -- -- -- --
------- ---- ------ ---- ------
Time deposits
CD's greater than 100K .............. -- -- -- 508 3,938
CD's less than 100K ................. -- -- 271 179 246
------- ---- ------ ---- ------
Total time deposits ............... -- -- 271 687 4,184
------- ---- ------ ---- ------
Individual retirement accounts ...... -- -- -- -- 8
------- ---- ------ ---- ------
Total interest bearing deposits ... 11,504 -- 271 687 4,192
------- ---- ------ ---- ------
Borrowed funds (repurchase agreements) .. -- 901 -- -- --
------- ---- ------ ---- ------
TOTAL RATE SENSITIVE LIABILITIES ...... $12,981 $901 $ 271 $687 $4,192
======= ==== ====== ==== ======
<PAGE>
<CAPTION>
TIME TO MATURITY OR REPRICING
6 TO 9 9 TO 12 12 TO 48 48 TO 54 GREATER THAN
(DOLLARS IN THOUSANDS) MONTHS MONTHS MONTHS MONTHS 54 MONTHS TOTALS
------ ------ ------ ------ --------- ------
<S> <C> <C> <C> <C> <C> <C>
RATE SENSITIVE ASSETS
Securities
U. S. agencies ........................ $ 506 $ 484 $4,391 $270 $4,335 $11,064
FHLB stock ............................ -- -- -- -- -- 100
------ ------ ------ ---- ------ -------
Total securities .................... 506 484 4,391 270 4,335 11,164
------ ------ ------ ---- ------ -------
Loans
Commercial
Fixed ............................... 213 42 562 153 120 1,174
Variable ............................ -- -- -- -- -- 2,700
------ ------ ------ ---- ------ -------
Total commercial .................. 213 42 562 153 120 3,874
------ ------ ------ ---- ------ -------
Real Estate
Commercial .......................... 2,012 94 1,458 136 1,777 5,544
------ ------ ------ ---- ------ -------
Residential
Fixed ............................. 30 271 310 232 426 1,335
Variable .......................... 890 712 -- -- -- 1,652
------ ------ ------ ---- ------ -------
Total residential ............... 920 983 310 232 426 2,987
------ ------ ------ ---- ------ -------
Total real estate ............ 2,932 1,077 1,768 368 2,203 8,531
------ ------ ------ ---- ------ -------
Personal
Home equity loans ................... -- -- -- -- -- 2,785
Installment loans ................... 191 97 191 17 10 1,605
Personal open end letters of credit . 13 292 -- -- -- 1,155
------ ------ ------ ---- ------ -------
Total personal .................... 204 389 191 17 10 5,545
------ ------ ------ ---- ------ -------
Other loans ........................... -- -- -- -- -- 425
------ ------ ------ ---- ------ -------
Total loans ............................. 3,349 1,508 2,521 538 2,333 18,375
------ ------ ------ ---- ------ -------
TOTAL RATE SENSITIVE ASSETS ........... $3,856 $1,992 $6,913 $807 $6,668 $29,539
====== ====== ====== ==== ====== =======
RATE SENSITIVE LIABILITIES
Interest bearing deposits
NOW accounts .......................... $ -- $ -- $ -- $ -- $ -- $ 695
------ ------ ------ ---- ------ -------
Money market accounts
Market rate accounts ................ -- -- -- -- -- 1,950
Business market rate accounts ....... -- -- -- -- -- 2,632
Special personal MMDA ............... -- -- -- -- -- 628
Special business MMDA ............... -- -- -- -- -- 5,547
------ ------ ------ ---- ------ -------
Total money market accounts ....... -- -- -- -- -- 10,757
------ ------ ------ ---- ------ -------
Savings ............................... -- -- -- -- -- 52
------ ------ ------ ---- ------ -------
Time deposits
CD's greater than 100K .............. 684 300 356 -- 100 5,885
CD's less than 100K ................. 214 379 632 -- 122 2,042
------ ------ ------ ---- ------ -------
Total time deposits ............... 898 679 988 -- 222 7,927
------ ------ ------ ---- ------ -------
Individual retirement accounts ...... 12 233 35 223 223 734
------ ------ ------ ---- ------ -------
Total interest bearing deposits ... 910 912 1,023 223 445 20,165
------ ------ ------ ---- ------ -------
Borrowed funds (repurchase agreements) .. -- -- -- -- -- 901
------ ------ ------ ---- ------ -------
TOTAL RATE SENSITIVE LIABILITIES ...... $ 910 $ 912 $1,023 $223 $ 445 $22,543
====== ====== ====== ==== ====== =======
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<PAGE>
<PAGE>
<CAPTION>
TIME TO MATURITY OR REPRICING
0 TO 1 1 TO 2 2 TO 3 3 TO 6
(DOLLARS IN THOUSANDS) IMMEDIATE MONTHS MONTHS MONTHS MONTHS
--------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
INCREMENTAL GAP REPORT SUMMARY INFORMATION
Total rate sensitive assets ........... $ 6,010 $ 229 $ 1,036 $ 556 $ 1,473
Total rate sensitive liabilities ...... 12,981 901 271 687 4,192
Gap ................................... (6,971) (672) 765 (131) (2,720)
RSA/RSL ............................... 0.46% 0.25% 3.83% 0.81% 0.35%
RSA/assets ............................ 0.19 0.01 0.03 0.02 0.05
RSL/assets ............................ 0.41 0.03 0.01 0.02 0.13
Gap/assets ............................ -22.00 -2.12 2.42 -0.41 -8.58
Gap/RSA ............................... -115.99 293.55 73.86 -23.63 -184.67
CUMULATIVE GAP REPORT SUMMARY INFORMATION
Total rate sensitive assets ........... $ 6,010 $ 6,239 $ 7,275 $ 7,831 $ 9,303
Total rate sensitive liabilities ...... 12,981 13,882 14,153 14,840 19,032
Gap ................................... (6,971) (7,643) (6,878) (7,009) (9,728)
RSA/RSL ............................... 0.46% 0.45% 0.51% 0.53% 0.49%
RSA/assets ............................ 0.19 0.20 0.23 0.25 0.29
RSL/assets ............................ 0.41 0.44 0.45 0.47 0.60
Gap/assets ............................ -22.00 -24.12 -21.71 -22.12 -30.70
Gap/RSA ............................... -115.99 -122.51 -94.54 -89.51 -104.57
<CAPTION>
TIME TO MATURITY OR REPRICING
6 TO 9 9 TO 12 12 TO 48 48 TO 54 GREATER THAN
(DOLLARS IN THOUSANDS) MONTHS MONTHS MONTHS MONTHS 54 MONTHS
------ ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C>
INCREMENTAL GAP REPORT SUMMARY INFORMATION
Total rate sensitive assets ........... $ 3,856 $ 1,992 $ 6,913 $ 807 $ 6,668
Total rate sensitive liabilities ...... 910 912 1,023 223 445
Gap ................................... 2,946 1,080 5,890 585 6,223
RSA/RSL ............................... 4.24% 2.18% 6.76% 3.63% 14.98%
RSA/assets ............................ 0.12 0.06 0.22 0.03 0.21
RSL/assets ............................ 0.03 0.03 0.03 0.01 0.01
Gap/assets ............................ 9.30 3.41 18.59 1.85 19.64
Gap/RSA ............................... 76.41 54.22 85.21 72.44 93.33
CUMULATIVE GAP REPORT SUMMARY INFORMATION
Total rate sensitive assets ........... $ 13,159 $ 15,151 $ 22,064 $ 22,872 $ 29,539
Total rate sensitive liabilities ...... 19,941 20,853 21,876 22,098 22,543
Gap ................................... (6,782) (5,702) 188 773 6,996
RSA/RSL ............................... 0.66% 0.73% 1.01% 1.03% 1.31%
RSA/assets ............................ 0.42 0.48 0.70 0.72 0.93
RSL/assets ............................ 0.63 0.66 0.69 0.70 0.71
Gap/assets ............................ -21.41 -18.00 0.59 2.44 22.08
Gap/RSA ............................... -51.54 -37.64 0.85 3.38 23.68
</TABLE>
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<PAGE>
<PAGE>
We measure the impact of interest rate changes on our income
statement through the use of gap analysis. The gap represents the net
position of assets and liabilities subject to repricing in specified time
periods. During any given time period, if the amount of rate-sensitive
liabilities exceeds the amount of rate-sensitive assets, a company would
generally be considered negatively gapped and would benefit from falling
rates over that period of time. Conversely, a positively gapped company
would generally benefit from rising rates.
We have structured our assets and liabilities to mitigate the risk
of either a rising or falling interest rate environment. Depending upon our
assessment of economic factors such as the magnitude and direction of
projected interest rates over the short and long term, we generally operate
within guidelines set by our asset/liability policy and attempt to maximize
our returns within an acceptable degree of risk.
Interest rate changes do not affect all categories of assets and
liabilities equally or simultaneously. There are other factors that are
difficult to measure and predict that would influence the effect of interest
rate fluctuations on our income statement. For example, a rapid drop in
interest rates might cause our borrowers to repay their loans at a more
rapid pace and certain mortgage-related investments to be prepaid more
quickly than projected. This could mitigate some of the benefits of falling
rates as are expected when negatively gapped. Conversely, a rapid rise in
rates could give us an opportunity to increase our margins and stifle the
rate of repayment on our mortgage-related loans which would increase our
returns.
The following table shows the "rate shock" results of a simulation
model that attempts to measure the effect of rising and falling interest
rates over a two-year horizon in a rapidly changing rate environment.
<TABLE>
<CAPTION>
PERCENTAGE CHANGE IN
BASIS POINT -------------------------------------------------------------
CHANGE IN NET INTEREST INCOME MARKET VALUE OF PORTFOLIO EQUITY
INTEREST RATES PROJECTED CHANGE PROJECTED CHANGE
-------------- ------------------- --------------------------------
<S> <C> <C>
-400 14.63% 20.76%
-300 10.89 17.42
-200 7.47 14.00
-100 3.78 7.74
0 0.00 0.00
100 -3.91 -7.96
200 -7.53 -15.61
300 -11.27 -23.17
400 -15.07 -30.12
</TABLE>
We use a sensitivity model that simulated these interest rate
changes on our earning assets and interest-bearing liabilities. This process
allows us to explore the complex relationships among the financial
instruments in various interest rate environments.
The preceding sensitivity analysis is based on numerous assumptions
including: the nature and timing of interest rate levels including the shape
of the yield curve; prepayments on loans and securities; changes in deposit
levels; pricing decisions on loans and deposits; reinvestment/replacement of
asset and liability cash flows; and others. While assumptions are developed
based upon current economic and local market conditions, we cannot make any
assurances as to the predictive nature of these assumptions including how
client preferences or competitor influences might change.
Interest rate exposure is measured by the potential impact on our
income statement of changes in interest rates. We use information from our
gap analysis and rate shock calculations as input to help manage our
exposure to changing interest rates.
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We use our rate shock information to tell us how much exposure we
have to rapidly changing rates. Based on historical information and our
assessment of future interest rate trends, we do not believe it is likely
that rapidly rising rates would have a significant positive impact on our
results of operations. Conversely, we also believe there is minimal
likelihood that rapidly falling rates would have a significant negative
impact on our results of operations.
We believe that more likely scenarios include gradual changes in
interest rate levels. We continue to monitor our gap and rate shock analyses
to detect changes to our exposure to fluctuating rates. We have the ability
to shorten or lengthen maturities on newly acquired assets, sell investment
securities, or seek funding sources with different maturities in order to
change our asset and liability structure for the purpose of mitigating the
effect of interest rate risk.
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PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
For the three months ended September 30, 2000, the only sale of our
securities was 1,680 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.
We did not file any Current Reports on Form 8-K during the quarter
ended September 30, 2000.
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<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: November 1, 2000 By: /s/ Timothy L. Ashburn
------------------------------------------
Timothy L. Ashburn, Chairman and Chief
Executive Officer
Dated: November 1, 2000 By: /s/ Thomas G. Napurano
------------------------------------------
Thomas G. Napurano, Executive Vice
President and Chief Financial Officer
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EXHIBIT INDEX
Ex. No. Description
------- -----------
11.1 Computations of Earnings per Share.
27.1 Financial Data Schedule (September 30, 2000).
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