<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1998
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-8408
THE ADVEST GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-0950444
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
90 State House Square
Hartford, Connecticut 06103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 509-1000
NONE
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.01 par value 8,989,490 Shares
Class Outstanding at July 30, 1998
Total of sequentially numbered pages 16
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THE ADVEST GROUP, INC.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
June 30, 1998 and September 30, 1997 3
Condensed Consolidated Statements of Earnings
Three and Nine Months Ended June 30, 1998 and 1997 4
Condensed Consolidated Statements of Cash Flows
Nine Months Ended June 31, 1998 and 1997 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 12
Part II. Other Information
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 15
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The Advest Group, Inc.
Consolidated Balance Sheets
(Unaudited)
In thousands, except share and per share amounts June 30, 1998 September 30, 1997
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and short-term investments
Cash and cash equivalents $ 8,878 $ 12,459
Cash and securities segregated under federal and other regulations 247 265
---------------------------------------
9,125 12,724
---------------------------------------
Receivables
Brokerage customers, net 475,477 389,137
Loans, net 195,890 199,166
Securities borrowed 397,277 290,745
Brokers and dealers 8,414 4,096
Other 18,263 12,006
---------------------------------------
1,095,321 895,150
---------------------------------------
Securities
Trading, at market value 216,070 97,619
Held to maturity (market values of $19,388 and $20,931) 19,267 21,034
Available for sale, at market value 9,197 13,978
---------------------------------------
244,534 132,631
---------------------------------------
Other assets
Equipment and leasehold improvements, net 13,987 14,500
Other 24,934 23,834
---------------------------------------
38,921 38,334
---------------------------------------
$ 1,387,901 $ 1,078,839
=======================================
Liabilities & shareholders' equity
Liabilities
Securities loaned 367,278 258,295
Brokerage customers 320,940 319,101
Short-term borrowings 159,938 61,496
Deposits 156,972 169,583
Securities sold, not yet purchased, at market value 144,778 52,113
Compensation and benefits 25,023 26,448
Long-term borrowings 45,985 41,321
Checks payable 19,557 18,366
Brokers and dealers 7,724 9,389
Other 20,062 17,074
---------------------------------------
1,268,257 973,186
---------------------------------------
Shareholders' equity
Common stock, par value $.01, authorized 25,000,000 shares,
issued 10,889,407 and 10,812,404 shares 109 108
Paid-in capital 72,423 71,309
Retained earnings 61,095 49,260
Net unrealized gain (loss) on securities available for sale, net of taxes 17 (63)
Treasury stock, at cost, 1,913,650 and 2,179,725 shares (13,044) (14,390)
Unamortized restricted stock compensation (956) (571)
---------------------------------------
119,644 105,653
---------------------------------------
$ 1,387,901 $ 1,078,839
=======================================
3
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The Advest Group, Inc.
Consolidated Statements of Earnings
(Unaudited)
Three Months Ended Nine Months Ended
June 30, June 30,
(In thousands, except per share amounts) 1998 1997 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues
Commissions $ 33,039 $ 29,659 $ 98,883 $ 88,003
Interest 17,915 14,778 52,005 44,410
Principal transactions 11,235 11,044 33,560 31,589
Investment banking 10,776 10,391 29,276 24,398
Asset management and administration 8,431 6,457 24,724 18,423
Other 1,474 1,510 4,815 5,399
--------------- --------------- --------------- ---------------
Total revenues 82,870 73,839 243,263 212,222
--------------- --------------- --------------- ---------------
Expenses
Compensation and benefits 45,730 41,471 137,563 118,870
Interest 10,626 8,064 30,155 24,332
Communications 7,730 6,531 20,895 17,668
Occupancy and equipment 4,801 4,426 14,027 13,205
Professional 1,701 1,423 4,389 4,618
Business development 2,002 1,565 5,458 4,597
Brokerage, clearing and exchange 1,163 1,163 3,415 3,438
Other 2,204 2,583 5,851 7,527
--------------- --------------- --------------- ---------------
Total Expenses 75,957 67,226 221,753 194,255
--------------- --------------- --------------- ---------------
Income before taxes 6,913 6,613 21,510 17,967
Provision for income taxes 2,765 2,829 8,604 7,711
--------------- --------------- --------------- ---------------
Net Income $ 4,148 $ 3,784 $ 12,906 $ 10,256
=============== =============== =============== ===============
Net income per common and common equivalent shares:
Basic $ 0.51 $ 0.47 $ 1.58 $ 1.28
Diluted $ 0.44 $ 0.42 $ 1.38 $ 1.12
Cash dividend per common share $ 0.04 $ 0.03 $ 0.12 $ 0.06
Average common and common equivalent shares outstanding:
Basic 8,182 8,041 8,146 8,035
Diluted 9,427 8,951 9,327 9,403
4
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<TABLE>
The Advest Group,Inc.
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended June 30,
-------------------------------------
In thousands 1998 1997
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 12,906 $ 10,256
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 7,042 5,907
Provision for credit losses and asset devaluation 429 509
Gain on sale of investment advisory business 0 (57)
Loss on retirement of subordinated borrowings 0 608
Deferred income taxes 667 344
Other 447 (681)
(Increase) decrease in operating assets:
Receivables from brokerage customers, net (86,409) (50,191)
Securities borrowed (106,532) 19,711
Receivables from brokers and dealers (4,318) (2,320)
Trading securities (112,907) (3,843)
Cash and securities segregated under federal and other regulations 18 1
Proceeds from sales of mortgages held for sale 53,025 20,694
Originations and purchases of mortgages held for resale (63,257) (22,170)
Other (7,697) (2,307)
Increase (decrease) in operating liabilities:
Brokerage customers 1,839 34,439
Securities loaned 108,983 (8,196)
Securities sold, not yet purchased 92,665 (3,303)
Checks payable 1,191 440
Other (256) (1,535)
----------------- -----------------
Net cash used in operating activities (102,164) (1,694)
----------------- -----------------
FINANCING ACTIVITIES
Net decrease in deposits (12,611) (17,035)
Proceeds from short-term borrowings 33,290 24,717
Repayment of short-term borrowings (45,364) (17,766)
Short-term brokerage borrowings, net 108,180 5,500
Proceeds from long-term borrowings 7,000 37,750
Repayment of long-term borrowings 0 (9,820)
Retirement of subordinated borrowings 0 (20,545)
Other 117 (909)
----------------- -----------------
Net cash provided by financing activities 90,612 1,892
----------------- -----------------
INVESTING ACTIVITIES
Proceeds from (payments for):
Sales of available for sale securities 35,853 3,818
Maturities of available for sale securities 2,260 1,389
Maturities of held to maturity securities 17,222 18,651
Purchases of available for sale securities (37,383) (91)
Purchases of held to maturity securities (15,500) (17,000)
Investment advisory business, net 0 160
Loans sold 5,742 0
Sales of OREO, net 506 716
Principal collections on loans 63,994 29,279
Loans originated (58,784) (33,100)
Other (5,939) (7,362)
----------------- -----------------
Net cash provided by (used in) investing activities 7,971 (3,540)
----------------- -----------------
Decrease in cash and cash equivalents (3,581) (3,342)
Cash and cash equivalents at beginning of period 12,459 11,461
----------------- -----------------
Cash and cash equivalents at end of period $ 8,878 $ 8,119
================= =================
Interest paid $ 29,376 $ 24,232
Income taxes paid $ 11,175 $ 5,554
Non-cash activities:
Restricted stock awards, net of forfeitures $ 384 $ 0
Securization of residential mortgages $ 1,428 $ 2,633
<FN>
5
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<PAGE>
The Advest Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Financial Statements:
The consolidated financial statements include the accounts of The Advest
Group, Inc. and all subsidiaries (collectively the "Company"). Principal
operating subsidiaries are Advest, Inc. ("Advest"), a broker-dealer, and
Advest Bank and Trust Company (the "Bank"), a federal savings bank. The
Company provides diversified financial services including securities
brokerage, trading, investment banking, consumer lending, trust and asset
management.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Management believes that all adjustments (consisting of normal recurring
accruals) necessary for a fair statement of the results of operations for the
periods presented have been included. All material intercompany accounts and
transactions have been eliminated. Certain fiscal 1997 amounts have been
reclassified in the accompanying consolidated financial statements to provide
comparability with the current year presentation. The results of operations
for the interim periods are not necessarily indicative of the results for a
full year.
The statements should be read in conjunction with the Notes to
Consolidated Financial Statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations included in the Company's
Annual Report for the year ended September 30, 1997, as filed with the
Securities and Exchange Commission on Form 10-K, as amended by Form 10-K/A
filed on July 24, 1998.
2. Summary of Significant Accounting Policies:
Earnings Per Share:
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") 128, "Earnings Per Share" in February
1997. As of December 31, 1997, the Company adopted SFAS 128, as required, and
its implementation did not have a material impact on the Company's
computation of earnings per share.
Basic earnings per share is calculated by dividing income available to
common stockholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share is calculated by
dividing income available to common stockholders by the weighted-average
shares of common stock and common stock equivalents outstanding during the
period. Common stock equivalents are dilutive stock options that are assumed
exercised for calculation purposes. The diluted calculation for 1997 also
assumed full conversion of the Company's outstanding subordinated debentures
into common stock and elimination of the related interest expense, net of
taxes, for the period outstanding. The debentures were retired in January
1997.
Trading Positions:
Advest's trading securities and securities sold, not yet purchased are
valued at market with unrealized gains and losses reflected in current period
revenues from principal transactions and investment banking.
Securitized loans are held for sale primarily to government agencies
(e.g. Federal National Mortgage Association ("FNMA") or Federal Home Loan
Mortgage Corporation ("FHLMC") and are done so on a servicing-retained basis.
Securitized loans are classified as trading securities, and associated
servicing rights for loans sold on a servicing-retained basis are capitalized
as a
-6-
<PAGE>
The Advest Group, Inc.
component of other assets and amortized in accordance with SFAS 125. Gains or
losses resulting from securitizing a loan are included in other income and
gains or losses resulting from the sale of securitized loans are included in
principal transactions.
Retroactive to October 1, 1994, the Company adopted the accounting
procedures for warrents outlined in Emerging Issue Task Force ("EITF")96-11.
For futher discussion refer to Management's Dicusiion and Analysis of
Financial Condition and Results of Operations.
Accounting Pronouncements:
The FASB has issued SFAS 132, "Employers' Disclosures About Pensions and
Other Postretirement Benefits." The Company will adopt SFAS 132 in its 1999
fiscal year, as required, and does not expect its implementation to have a
material impact on the Company's financial condition, results of operations,
or cash flows.
On June 15, 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999 (October 1, 1999
for the company). SFAS 133 requires that all derivative instruments be
recorded on the balance sheet at their fair value. Changes in the fair value
of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part
of a hedge tranaction and, if it is, the type of hedge transaction. The
Company will adopt SFAS 133 in its 2000 fiscal year, as required, and has not
determined whether its implementation will have a material impact on the
Company's financial condition, results of operations or cash flows.
3. Capital and Regulatory Requirements:
Advest is subject to the net capital rule adopted and administered by
the New York Stock Exchange, Inc. ("NYSE") and the Securities and Exchange
Commission. Advest has elected to compute its net capital under the
alternative method of the rule which requires the maintenance of minimum net
capital equal to 2% of aggregate debit balances arising from customer
transactions, as defined. The NYSE also may require a member firm to reduce
its business if net capital is less than 4% of aggregate debit balances and
may prohibit a member firm from expanding its business and declaring cash
dividends if net capital is less than 5% of aggregate debit balances. At June
30, 1998, Advest's regulatory net capital of $55.9 million was 11% of
aggregate debit balances and exceeded required net capital by $45.3 million.
Under bank regulatory restrictions, the Bank is required to maintain a
minimum level of capital. As a federal chartered savings bank, the Bank is
required to limit annual dividends to the most recent four quarters of net
income, subject to limitations. No dividends have been declared or paid by
the Bank during the current fiscal year. At June 30, 1998, the Bank's
leverage capital, risk-based and Tier 1 capital ratios were 7.56%, 10.59% and
9.34%, respectively, which met all regulatory requirements.
4. Common Stock:
In 1988, the Board of Directors of the Company adopted a shareholder
rights plan. The plan provides for the distribution of one common stock
purchase right for each outstanding share of common stock of the Company. In
March 1998, the Board of Directors adopted an amendment to the plan extending
the term of the rights, increasing their exercise price, and making other
changes to the plan. After giving effect to this amendment, each right
entitles the holder, following the occurrence of certain events, to purchase
one share of common stock at a purchase price of $60 per share subject to
adjustment. The rights will not be exercisable or transferable apart from the
common stock except under certain circumstances in which either a person or
group of affiliated persons acquires, or commences a tender offer to acquire
20% or more of the Company's common
-7-
<PAGE>
The Advest Group, Inc.
stock or a person or group of affiliated persons acquires 15% of the
Company's common stock and is determined by the Board of Directors to be an
"Adverse Person." Rights held by such an acquiring person or persons may
thereafter become void. Under certain circumstances, a right may become a
right to purchase common stock or assets of the Company or common stock of an
acquiring company at a substantial discount. Under certain circumstances, the
Company may redeem the rights at $.01 per right. The rights will expire in
October 2008 unless earlier redeemed or exchanged by the Company.
The following table provides the calculation of net income per common
share for the quarters ended June 30, 1998 and 1997:
For the quarters ended June 30 ,
------------------------------------
Basic Diluted
In thousands except per ------------------------------------
share amounts 1998 1997 1998 1997
- ------------------------------------------------------------------
Net income $4,148 $3,784 $4,148 $3,784
Interest expense
on debentures, net -- -- -- --
------------------------------------
Net income applicable to
common stock $4,148 $3,784 $4,148 $3,784
====================================
Average number of common shares
outstanding during
the period 8,954 8,559 8,954 8,559
Adjustments:
Contingently issuable shares (772) (518) -- --
Exercise of stock options -- -- 473 392
Conversion of debentures -- -- -- --
------------------------------------
Average number of common
shares outstanding 8,182 8,041 9,427 8,951
====================================
Net income per common share $ .51 $ .47 $ .44 $ .42
====================================
For the nine months ended June 30 ,
------------------------------------
Basic Diluted
In thousands except per ------------------------------------
share amounts 1998 1997 1998 1997
- ------------------------------------------------------------------
Net income $12,906 $10,256 $12,906 $10,256
Interest expense,
on debentures, net -- -- -- 273
------------------------------------
Net income applicable to
common stock $12,906 $10,256 $12,906 $10,529
====================================
Average number of common shares
outstanding during
the period 8,847 8,480 8,847 8,480
Adjustments:
Contingently issuable shares (701) (445) -- --
Exercise of stock options -- -- 480 317
-8-
<PAGE>
The Advest Group, Inc.
Conversion of debentures -- -- -- 606
------------------------------------
Average number of common
shares outstanding 8,146 8,035 9,327 9,403
====================================
Net income per common share $ 1.58 $ 1.28 $ 1.38 $ 1.12
====================================
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Overview
The Advest Group, Inc. ("AGI"), together with its subsidiaries, provides
diversified financial services including securities brokerage, trading,
investment banking, residential mortgage lending, trust and asset management.
All aspects of the Company's business are highly competitive and regulated
and impacted by a variety of factors outside of its control including the
political and economic climates both domestically and abroad, interest rates
and investor sentiment. Consequently, revenues and operating results can vary
significantly from one reporting period to the next.
The Company reported net income of $4.1 million for the quarter ended
June 30, 1998 compared with $3.8 million in the prior year, an increase of
10%. Current quarter basic and diluted earnings per share were $.51 and
$.44, respectively, compared with $.47 and $.42, respectively, a year ago.
Total revenues increased 12% to a record $82.9 million. Through the first
nine months of the fiscal year, net income was $12.9 million compared with
$10.3 million last year, a 26% increase. Basic and diluted earnings per
share were $1.59 and $1.38, respectively, compared with $1.28 and $1.12,
respectively, in the prior year. Total revenues increased 15% to a record
$243.3 million.
Earnings for the nine months ended June 30, 1998 reflect a change in the
Company's accounting procedures concerning the recognition of income from
warrants. Advest periodically receives warrants in conjunction with its
investment banking activities. Because the exercise of these warrants
frequently is restricted for one year and large block sales of the underlying
stocks may be difficult, the Company has historically recognized income only
upon exercise. Retroactive to October 1, 1994, the Company adopted the
accounting procedures for warrants outlined in Emerging Issue Task Force
("EITF") 96-11. The cumulative effect was to increase retained earnings as
of September 30, 1994 by $850,000. The effect on the subsequent periods, the
fiscal years ended September 30, 1995, 1996 and 1997 and the six months ended
March 31, 1998, was an aggregate net decrease in earnings of $30,000. The
overall impact of the adoption of EITF 96-11 is a net increase to equity of
$820,000 and is not material to consolidated results both as previously
reported and as restated. The Company has amended its filing on Form 10-K
for the fiscal year ended September 30, 1997 to reflect the retroactive
adoption of EITF 96-11.
In December 1997, the Company filed a Form S-3 Shelf Registration which
enables it to issue both debt and equity securities up to an aggregate $50
million. Potential proceeds from debt or equity offerings would be used for
general corporate purposes which may include debt refinancing and growth
through acquisition. The registration was declared effective January 5, 1998.
In October 1997, the Company acquired Ironwood Capital Ltd., a private
investment bank. Ironwood personnel joined Advest's Investment Banking Group
as the Corporate Fixed Income Department. In December 1997, Hannah
Consulting Group, an investment management subsidiary of the Company, was
merged into Advest's Investment Management Department.
-9-
<PAGE>
The Advest Group, Inc.
Advest, Inc.
After a very strong March quarter, the equity markets posted nominal
gains overall during the June quarter. The markets were divided with some
industry groups excelling, primarily consumer-oriented ones, and others
languishing as investors continued to evaluate the impact of the Asian crisis
on domestic corporate earnings. Stock and bond underwritings remained robust
in the
June quarter while falling short of the record levels attained in the March
quarter. Current quarter fees were higher, however, due to higher levels of
equity underwritings compared with higher levels of debt underwritings in the
March quarter, the former generating substantially higher fees.
For the quarter, Advest posted pre-tax income of $7.2 million, a 2%
increase from the prior year and revenues increased 14% to a record $78.3
million. Agency commissions increased 11% to $33.0 million and annualized
average production per investment executive is over $390,000. Investment
banking revenue increased 4% to a record $10.8 million. During the quarter,
the Investment Banking Group raised over $20 million for clients in two
public offerings, completed three private placements raising over $200
million and completed six merger and acquisition transactions valued at over
$284 million. Asset management revenue increased 36% to $7.8 million, a
record high for the thirteenth consecutive quarter. At June 30, client
assets in Advest's fee-based programs totaled over $3 billion.
Advest Bank and Trust
The Bank posted pre-tax income of $81,253 compared with $94,806 last
year. The Bank remains well-capitalized and in full regulatory compliance. At
June 30, 1998, the Bank's nonperforming assets totaled $3.1 million (1.5% of
total Bank assets) compared with $5.2 million (2.3% of total Bank assets) at
September 30,1997.
Results of Operations
Three Months Ended June 30, 1998 Versus
Three Months Ended June 30, 1997
Net revenues, total revenues less interest expense, were $72.2 million,
an increase of $6.5 million (10%). Revenue gains were posted in all
categories with the exception of other income. Non-interest expenses
increased $6.2 million (10%) to $65.3 million primarily due to increased firm
payroll and sales-driven compensation as well as higher communication costs
at Advest. The effective tax rate was 40% in the current year versus 43% in
the prior year. The lower rate relates to lower state tax obligations,
primarily in Connecticut.
Agency commissions increased $3.4 million (11%) with gains posted across
the board. Mutual fund commissions, including distribution fees, increased
$1.8 million (19%) reflecting continued high cash infusions, primarily from
401k plans, into mutual funds. Over-the-counter commissions increased $.8
million (16%) while listed commissions increased $.5 million (4%). While the
total number of investment executives actually declined year-to-year,
recruitment and retention of experienced professionals has contributed to
higher average annual production per broker.
Investment banking revenues increased $.4 million (4%) to a record $10.8
million surpassing the previous high set in the year earlier quarter. Merger
and acquisition income increased $1.1 million (46%). Revenue from private
placements was $1.0 million compared with $28,000 in the prior year related
to income generated by the Corporate Fixed Income Group, formerly Ironwood
Capital, which was acquired in the first quarter of the current year. A $1.2
million decline in
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<PAGE>
The Advest Group, Inc.
revenue relates to a decline in the valuation of stock warrants. During the
current quarter, the Advest retroactively adopted a change in accounting for
warrants as previously discussed.
Asset management and administration revenue increased $2.0 million (31%)
primarily related to growth in Advest's fee-based client base.
Net interest income increased $.6 million (9%). Advest's net interest
income increased $.7 million primarily related to substantially higher
average margin debits which are financed by free credit balances, short-term
borrowings and stock loan. Spreads have narrowed as previously margin debits
were financed primarily by free credit balances which are paid a lower
interest than Advest's borrowing rate. Increased debits and a corresponding
decrease in free credits have necessitated increased short-term borrowings
and/or stock loan activity. The Bank's net interest income declined $.2
million (11%) primarily due to early payoffs of higher-yielding commercial
loans and the current quarter sale of a mortgage-backed security from the
trading portfolio.
Compensation and benefits costs increased $4.3 million (10%) primarily
related to volume-driven sales compensation as well as increased firm payroll
related to increased headcount and salary increases. Communications costs
increased $1.2 million (18%) primarily related to increased computer software
costs and enhanced technology services as well as sales-volume-driven
increases in costs paid to Advest's third party data processor. Professional
fees increased $.3 million (20%). Advest's total professional fees were
substantially unchanged, however, legal fees declined $.3 million (54%) and
consulting costs increased $.4 million. The Bank's professional fees
increased $.2 million primarily related to increased legal, accounting and
regulatory fees. Other expenses decreased $.5 million (21%) primarily
related to lower costs associated with foreclosed properties of the Bank and
lower settlement expenses at Advest.
Nine Months Ended June 30, 1998 Versus
Nine Months Ended June 30, 1997
Net revenues increased $25.2 million (13%) and non-interest expenses
increased $21.7 million (13%). Year-to-date variances in agency commissions,
net interest income and asset management income are consistent with the June
quarter analysis. On the expense side, year-to-date variances for
compensation and benefits and communications costs are consistent with the
June quarter analysis.
Investment banking revenues increased $4.9 million (20%). Commissions
related to equity underwritings increased $1.9 million (25%) and related
trading profits increased $.9 million (350%). Commissions related to fixed
income offerings declined $.2 million (98%). Corporate Finance's revenue
from private placements increased $2.5 million (534%) primarily related to
deals completed by the Corporate Fixed Income Group, formerly Ironwood
Capital, an investment bank acquired in the first quarter. Merger and
acquisition fees increased $.5 million (11%) as the current quarter's $1.1
million increase reversed a decline through the first six months of the
fiscal year. Consulting and valuation revenue declined $.9 million (49%) and
a $.4 million decline in revenue relates to a decline in the valuation of
stock warrants using accounting procedures adopted retroactively during the
current quarter as previously discussed.
Revenue from principal transactions increased $2.0 million (6%)
primarily due to corporate bond trading profits which increased $1.4 million
(119%). Commissions on principal stocks increased $.8 million (6%) while
commissions on debt securities declined $.2 million (1%).
Professional fees declined $.2 million (5%) primarily related to a $.4
million (47%) and a $.5 million (32%) declines in personnel agency and legal
fees, respectively, of Advest. The higher personnel agency fees in the prior
year primarily related to recruitment in Advest's capital markets and sales
departments. The Bank's professional fees increased $.5 million primarily
related to increased legal, accounting and regulatory fees. Other expenses
decreased $1.6 million (23%)
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<PAGE>
The Advest Group, Inc.
primarily as a result of a $.6 million charge related to the early retirement
of the Company's outstanding convertible debentures in the prior year. In
addition, other expenses declined as a result
of lower settlement expenses at Advest and lower cost associated with
foreclosed properties of the Bank.
Liquidity and Capital Resources
Nine Months Ended June 30, 1998
Total assets increased $309.1 million (29%) primarily due to increased
trading inventories, stock borrowing activities and margin debits. As a
result of the retroactive adoption of the change in accounting for stock
warrants outlined in EITF 96-11 previously discussed, trading securities for
September 30, 1997 increased $2.8 million. At June 30, 1998, trading
securities included $2.1 million of warrants. Advest's receivables from
brokerage customers increased $86.3 million (22%) and were financed primarily
by short-term borrowings which increased $108.2 million (338%). The increase
in borrowings also financed higher trading inventories (net increase in long
positions over short positions was $25.8 million). Securities borrowed
increased $106.5 million and was financed by a corresponding increase in
stock loan of $109.0 million (42%).
Increases in average margin balances as well as firm trading positions,
primarily corporate, agency and mortgage-backed securities, have resulted in
consistently higher borrowing levels for Advest during the current fiscal
year. Short-term borrowings are regularly in excess of $100 million. To
support its increased borrowing requirements, Advest increased its
uncommitted lines of credit with its two lead banks to $225 million. During
the third quarter, Advest established a $35 million uncommitted line of
credit with a third financial institution. With the exception of a $20
million unsecured line of credit, all of Advest's borrowings are on a
collateralized basis for which it has substantial levels of customer and firm
securities which can be pledged.
As a result of the retroactive adoption of the change in accounting for
stock warrants previously discussed, retained earnings increased a net $.8
million for the period October 1, 1994 through March 31, 1998.
There were no other material changes to the Company's liquidity or
capital resources since September 30,1997.
Forward Looking Statements
Some matters discussed in this report include forward-looking statements
that involve risks and uncertainties, many of which are beyond the Company's
control, including but not limited to economic, competitive, governmental and
technological factors affecting the Company's operations, markets, services
and prices and other factors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Trading Accounts
For purposes of new Securities and Exchange Commission disclosure
requirements, the Company has performed a value at risk analysis of Advest's
trading financial instruments. The value at risk calculation uses standard
statistical techniques to measure the potential loss in fair value based upon
a one-day holding period and a 95% confidence level. The calculation is
based upon a variance-covariance methodology, which assumes a normal
distribution of changes in portfolio value. The forecasts of variances and
covariances used to construct the variance/covariance matrix, for the market
factors relevant to the portfolio, are generated from historical data.
Although value at risk models are sophisticated, they can be limited, as
historical data is not always an accurate predictor of future conditions.
Accordingly, Advest will manage its
-12-
<PAGE>
The Advest Group, Inc.
exposure through other measures, including predetermined trading
authorization levels and a hedging requirement policy.
At June 30, 1998, Advest's value at risk for each component of market
risk and in total was as follows (in thousands):
Interest rate risk $540
Equity price risk 53
Diversification benefit (66)
-----
Total $527
====
Non-Trading Accounts
There were no material changes to the Company's market risk analysis
during the current quarter.
Part II. Other Information
Item 1. Legal Proceedings
The Company has been named as defendant in a number of legal proceedings
arising principally from its securities and investment banking business. Some
of these actions involve claims by plaintiffs for substantial amounts. While
results of litigation cannot be predicted with certainty, in the opinion of
management, based on discussion with counsel, the outcome of these matters
will not result in a material adverse effect on the financial condition,
future results of operations or cash flows of the Company.
Item 2. Changes in Securities
During the current quarter the Company assigned 13,236 shares of its
common stock as compensation to employees under separate Employment
Agreements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 -- Financial Data Schedule (Selected financial data - for
EDGAR electronic filing only to SEC)
The interim financial information contained herein has been
subjected to a review by Coopers & Lybrand L.L.P., the
registrant's Independent Accountants, whose report is
included on page 14 of this filing.
(b) Reports on Form 8-K
None filed
-13-
<PAGE>
The Advest Group, Inc.
Report of Independent Accountants
To the Shareholders and Board of Directors of
The Advest Group, Inc.:
We have reviewed the accompanying condensed consolidated balance sheet of The
Advest Group, Inc. and subsidiaries (the "Company") as of June 30, 1998, and
the related condensed consolidated statements of earnings for the three-month
and nine-month periods ended June 30, 1998 and 1997 and cash flows for the
nine-month periods ended June 30, 1998 and 1997. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data and making
inquires of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the aforementioned financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of September 30, 1997, and the
related consolidated statements of earnings, changes in shareholders' equity
and cash flows for the year then ended (not presented herein), and in our
report, dated October 22, 1997, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet as of September 30,
1997, is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.
PricewaterhouseCoopers L.L.P.
Hartford, Connecticut
July 15, 1998
-14-
<PAGE>
The Advest Group, Inc.
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant duly caused this report to be signed on its behalf by the
thereunto duly authorized.
The Advest Group, Inc.
Registrant
Date August 3, 1998 /s/ Allen Weintraub
Allen Weintraub,
Chairman of the Board and
Chief Executive Officer
Date August 3, 1998 /s/ Martin M. Lilienthal
Martin M. Lilienthal,
Senior Vice President and
Chief Financial Officer
-15-
<PAGE>
The Advest Group, Inc.
Exhibit Index
Exhibit Description
- --------------------------
27 Financial Data Schedule (Selected financial data - for EDGAR
electronic transmission only for SEC.)
-16-
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<MULTIPLIER> 1000
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> JUN-30-1998
<CASH> 9124
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<SECURITIES-RESALE> 1
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<COMMON> 109
0
0
<OTHER-SE> 119535
<TOTAL-LIABILITY-AND-EQUITY> 1387901
<TRADING-REVENUE> 33560
<INTEREST-DIVIDENDS> 52005
<COMMISSIONS> 98883
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<FEE-REVENUE> 24724
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<COMPENSATION> 137563
<INCOME-PRETAX> 21510
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<EXTRAORDINARY> 0
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<NET-INCOME> 12906
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