<PAGE> 1
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, 2000
[ ] 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 8,899,108 SHARES
---------------------------- ---------------------------------------
Class Outstanding at August 7, 2000
<PAGE> 2
THE ADVEST GROUP, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<S> <C>
Condensed Consolidated Balance Sheets
June 30, 2000 and September 30, 1999 3
Condensed Consolidated Statements of Earnings
Three and Nine Months Ended June 30, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows
Nine Months Ended June 30, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
PART II.OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 16
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE ADVEST GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
In thousands June 30, 2000 September 30, 1999
-----------------------------------------------------------------------------------------------------------------
Assets Unaudited
Cash and short-term investments
<S> <C> <C>
Cash and cash equivalents $ 4,739 $ 7,812
Cash and securities segregated under
federal and other regulations 257 253
----------- -----------
4,996 8,065
----------- -----------
Receivables
Securities borrowed 837,405 515,676
Brokerage customers, net 607,890 503,116
Brokers and dealers 22,199 6,447
Other 25,481 30,455
----------- -----------
1,492,975 1,055,694
----------- -----------
Securities
Trading, at market value 407,068 306,426
Held to maturity (market values of $13,215 and $16,886) 13,215 16,885
Available for sale, at market value 7,541 5,063
----------- -----------
427,824 328,374
----------- -----------
Other assets
Equipment and leasehold improvements, net 14,537 13,028
Net assets of discontinued operations -- 30,972
Other 30,246 26,488
----------- -----------
44,783 70,488
----------- -----------
Total assets $ 1,970,578 $ 1,462,621
=========== ===========
Liabilities & shareholders' equity
Liabilities
Securities loaned $ 850,019 $ 523,095
Securities sold, not yet purchased, at market value 343,622 230,486
Brokerage customers 284,469 298,119
Short-term borrowings 229,021 161,007
Compensation and benefits 33,038 27,648
Long-term borrowings 20,976 30,526
Checks payable 19,381 4,971
Brokers and dealers 16,815 10,839
Repurchase agreements -- 18,406
Other 26,076 22,388
----------- -----------
1,823,417 1,327,485
----------- -----------
Shareholders' equity
Common stock, par value $.01, authorized 25,000 shares,
issued 11,076 and 10,914 shares 111 109
Paid-in capital 80,132 76,814
Retained earnings 92,311 77,644
Unamortized restricted stock compensation (2,367) (2,081)
Treasury stock, at cost, 2,194 and 1,989 shares (23,026) (17,350)
----------- -----------
147,161 135,136
----------- -----------
$ 1,970,578 $ 1,462,621
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE> 4
THE ADVEST GROUP, INC.
Condensed Consolidated Statements of Earnings
(unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
------------------ ------------------
In thousands, except per share amounts 2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------
Revenues
<S> <C> <C> <C> <C>
Commissions $ 37,912 $ 37,820 $ 129,086 $ 105,558
Interest 25,950 15,454 65,012 41,116
Principal transactions 17,013 12,685 54,809 41,547
Asset management and administration 12,921 10,159 36,682 28,596
Investment banking 3,002 8,887 23,720 26,293
Other 2,327 1,725 7,046 5,862
--------- --------- --------- ---------
Total revenues 99,125 86,730 316,355 248,972
--------- --------- --------- ---------
Expenses
Compensation 52,463 51,956 176,837 149,113
Interest 18,616 9,753 44,235 24,342
Communications 9,798 8,150 28,078 23,719
Occupancy & equipment 5,866 4,877 16,898 15,195
Business development 1,874 2,056 6,725 5,686
Professional 1,793 1,601 4,603 4,010
Brokerage, clearing & exchange 1,241 1,286 4,299 3,781
Other 133 2,177 7,748 5,874
--------- --------- --------- ---------
Total expenses 91,784 81,856 289,423 231,720
--------- --------- --------- ---------
Income before taxes 7,341 4,874 26,932 17,252
Provision for income taxes 2,809 1,950 11,037 6,901
--------- --------- --------- ---------
Income from continuing operations 4,532 2,924 15,895 10,351
Income from discontinued
operations, net of taxes -- 295 294 603
Loss on sale of discontinued
operations, net of taxes -- (705) -- (705)
--------- --------- --------- ---------
Net income $ 4,532 $ 2,514 $ 16,189 $ 10,249
========= ========= ========= =========
Per share data:
Basic earnings:
Continuing operations $ 0.57 $ 0.36 $ 2.00 $ 1.29
Discontinued operations -- 0.04 0.04 0.08
Loss on sale of discontinued
operations -- (0.09) -- (0.09)
--------- --------- --------- ---------
Net income $ 0.57 $ 0.31 $ 2.04 $ 1.28
========= ========= ========= =========
Diluted earnings:
Continuing operations $ 0.50 $ 0.32 $ 1.74 $ 1.12
Discontinued operations -- 0.03 0.03 0.07
Loss on sale of discontinued
operations -- (0.08) -- (0.08)
--------- --------- --------- ---------
Net income $ 0.50 $ 0.27 $ 1.77 $ 1.11
========= ========= ========= =========
Dividends declared $ 0.06 $ 0.05 $ 0.17 $ 0.14
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE> 5
The Advest Group, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Nine months ended June 30,
--------------------------
In thousands 2000 1999
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 16,189 $ 10,249
Income from discontinued operations (294) (603)
Loss on sale of discontinued operations -- 705
--------- ---------
Income from continuing operations 15,895 10,351
Adjustments to reconcile net income to net cash provided
by operating activities of continuing operations:
Depreciation and amortization 7,378 8,135
Other 1,269 (4,557)
(Increase) decrease in operating assets:
Securities borrowed (321,729) (312,430)
Trading securities (100,921) (96,188)
Receivables from brokerage customers (104,858) (55,882)
Receivables from brokers and dealers (15,752) (8,727)
Other 8,640 (12,980)
Increase (decrease) in operating liabilities:
Short-term borrowings, net 96,673 70,437
Securities loaned 326,924 303,062
Securities sold, not yet purchased 113,136 84,645
Brokerage customers (13,650) 2,514
Checks payable 14,410 17,061
Repurchase agreements (18,406) 1,146
Other 15,958 14,821
--------- ---------
Net cash provided by operating activities of continuing operations 24,967 21,408
--------- ---------
FINANCING ACTIVITIES
Repayment of short-term borrowings (7,209) (195)
Repurchase of treasury stock (6,496) (4,809)
Cash dividends paid (1,522) (1,245)
Other 1,500 1,972
--------- ---------
Net cash used in financing activities of continuing operations (13,727) (4,277)
--------- ---------
INVESTING ACTIVITIES
Proceeds from (payments for):
Maturities of held to maturity securities 27,206 18,603
Sales of available for sale securities 11,629 13,414
Purchases of available for sale securities (11,699) (12,913)
Purchases of held to maturity securities (27,118) (16,599)
Capital expenditures (4,913) (3,558)
Other (8,256) (1,848)
--------- ---------
Net cash used in investing activities of continuing operations (13,151) (2,901)
Net cash used in discontinued operations (1,162) (2,138)
--------- ---------
(Decrease) increase in cash and cash equivalents (3,073) 12,092
Cash and cash equivalents at beginning of period 7,812 13,882
--------- ---------
Cash and cash equivalents at end of period $ 4,739 $ 25,974
========= =========
Interest paid $ 44,263 $ 23,471
Income taxes paid $ 8,537 $ 8,402
Non-cash activities:
Restricted stock awards, net of forfeitures $ 724 $ 1,261
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE> 6
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"), an FDIC-insured, federal savings bank. The
Company provides diversified financial services including securities brokerage,
trading, investment banking, 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 1999 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, 1999, as filed with the Securities and
Exchange Commission on Form 10-K.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Accounting pronouncements
In June 2000, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities." SFAS 138
addresses a limited number of issues causing implementation difficulties for
entities that apply SFAS 133. SFAS 137, "Deferral of the Effective Date of SFAS
133" was issued in June 1999. SFAS 133, "Accounting for Derivative Instruments
and Hedging Activities" requires that all derivative instruments be recorded on
the balance sheet at their fair value. SFAS 137 defers the effective date for
SFAS 133 to all fiscal quarters of all fiscal years beginning after June 15,
2000. The Company will adopt SFAS 133, as amended by SFAS 137 and SFAS 138,
during fiscal 2001, as required. The effect of adoption on the Company's
financial condition, results of operations or cash flows is not expected to be
material.
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, 2000, Advest's regulatory
net capital of $75.5 million was 11% of aggregate debit balances and exceeded
required net capital by $61.7 million.
6
<PAGE> 7
The Advest Group, Inc.
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. On June 20, 2000, the Bank paid a dividend of
$14.8 million to AGI under a special authorization received from the Office of
Thrift Supervision on May 26, 2000. No other dividends have been paid by the
Bank during the current or prior three fiscal years. At June 30, 2000, the
Bank's leverage capital, risk-based and Tier 1 capital ratios were 59.36%,
100.15% and 100.15%, respectively, which met regulatory requirements and the
Bank is deemed a Well Capitalized financial institution.
4. COMMON STOCK:
The following table provides the calculation of net income per common
share for the three and nine months ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
For the three months ended June 30,
-------------------------------------------------------------
In thousands, except per share amounts 2000 1999 2000 1999
------------------------------------------------------------------------------------------------------
(Basic) (Diluted)
<S> <C> <C> <C> <C>
Income from continuing operations $ 4,532 $ 2,924 $ 4,532 $ 2,924
Income from discontinued
operations, net of taxes -- 295 -- 295
Loss on sale of discontinued
operations, net of taxes -- (705) -- (705)
------- ------- ------- -------
Net income $4,532 $ 2,514 $ 4,532 $ 2,514
======= ======= ======= =======
Average number of common shares
outstanding during the period 8,950 8,889 8,950 8,889
Adjustments:
Contingently issuable shares (1,025) (892) -- --
Exercise of stock options -- -- 153 366
------- ------- ------- -------
Average number of common
shares outstanding 7,925 7,997 9,103 9,255
======= ======= ======= =======
Income from continuing operations $ 0.57 $ 0.36 $ 0.50 $ 0.32
Income from discontinued
operations, net of taxes -- 0.04 -- 0.03
Loss on sale of discontinued
operations, net of taxes -- (0.09) -- (0.08)
------- ------- ------- -------
Net income $ 0.57 $ 0.31 $ 0.50 $ 0.27
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
For the nine months ended June 30,
--------------------------------------------------------------
In thousands, except per share amounts 2000 1999 2000 1999
----------------------------------------------------------------------------------------------------------
(Basic) (Diluted)
<S> <C> <C> <C> <C>
Income from continuing operations $ 15,895 $ 10,351 $ 15,895 $ 10,351
Income from discontinued
operations, net of taxes 294 603 294 603
Loss on sale of discontinued
operations, net of taxes -- (705) -- (705)
-------- -------- -------- --------
Net income $ 16,189 $ 10,249 $ 16,189 $ 10,249
======== ======== ======== ========
</TABLE>
7
<PAGE> 8
The Advest Group, Inc.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Average number of common shares
outstanding during the period 8,960 8,875 8,960 8,875
Adjustments:
Contingently issuable shares (1,022) (875) -- --
Exercise of stock options -- -- 199 370
-------- -------- -------- --------
Average number of common
shares outstanding 7,938 8,000 9,159 9,245
======== ======== ======== ========
Income from continuing operations $ 2.00 $ 1.29 $ 1.74 $ 1.12
Income from discontinued
operations, net of taxes 0.04 0.08 0.03 0.07
Loss on sale of discontinued
operations, net of taxes -- (0.09) -- (0.08)
-------- -------- -------- --------
Net income $ 2.04 $ 1.28 $ 1.77 $ 1.11
======== ======== ======== ========
</TABLE>
5. COMPREHENSIVE INCOME:
The components of comprehensive income are as follows for the three and
nine months ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
In thousands 2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income $ 4,532 $ 2,514 $ 16,189 $ 10,249
Other comprehensive income:
Unrealized holding gains/losses arising
during period -- 238 -- 194
Less: reclassification adjustment for
gains realized in net income -- (183) -- (183)
-------- -------- -------- --------
Net unrealized holding gains/losses arising
during period -- 55 -- 11
Deferred income taxes -- 15 -- 5
-------- -------- -------- --------
Total other comprehensive income -- 40 -- 6
-------- -------- -------- --------
Comprehensive income $ 4,532 $ 2,554 $ 16,189 $ 10,255
======== ======== ======== ========
</TABLE>
6. SEGMENT REPORTING
The Company's reportable segments are Private Clients, Capital Markets,
Interest and Other. The Private Clients segment includes securities brokerage
and investment management services including the sale of equities, mutual funds,
fixed income products and insurance to individual investors through Advest's 90
retail offices. The Capital Markets segment includes market-making activities on
over-the-counter equities, institutional trading in both equities and fixed
income products, trading in corporate bonds, government agency and
mortgage-backed securities, corporate underwriting and merger and acquisition,
public finance and syndicate participations. Sales credits associated with
underwritten offerings are reported in the Private Client segment when sold to
8
<PAGE> 9
The Advest Group, Inc.
individual investors and in the Capital Markets segment when sold to
institutional investors. The Interest segment includes revenue from financing
margin debits, stock borrowing activities and trading and investment securities.
The Other segment includes all corporate expenses and miscellaneous revenues and
expenses, which are not allocated to the reportable segments. The Company has
not disclosed asset information by segment as the information is not produced
internally. All of the Company's business is within the U.S. The following table
summarizes financial information by share for the three and nine months ended
June 30, 2000 and 1999.
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
------------------ ---------------------
In thousands 2000 1999 2000 1999
-------------------------------------------------------------------------------------
Revenues:
<S> <C> <C> <C> <C>
Private Clients $ 61,046 $ 57,482 $ 199,813 $ 162,896
Capital Markets 9,154 12,211 42,994 39,742
Interest 25,950 15,454 65,012 41,116
Other 2,975 1,583 8,536 5,218
--------- --------- --------- ---------
$ 99,125 $ 86,730 $ 316,355 $ 248,972
========= ========= ========= =========
Income before taxes:
Private Clients $ 14,068 $ 14,692 $ 51,707 $ 40,575
Capital Markets (3,237) (1,468) (1,097) (3,262)
Interest 7,334 5,701 20,777 16,774
Other (10,824) (14,051) (44,455) (36,835)
--------- --------- --------- ---------
$ 7,341 $ 4,874 $ 26,932 $ 17,252
========= ========= ========= =========
</TABLE>
7. DISCONTINUED OPERATIONS:
During fiscal 1999, the Company agreed to sell its deposit and lending
operations to a third party financial institution. The transaction closed on
November 30, 1999. Summarized financial information for discontinued operations
is as follows for the three and nine months ended June 30, 2000 and 1999.
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
------------------ -----------------
In thousands 2000 1999 2000 1999
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue $-- $3,002 $1,970 $9,216
Income before taxes -- 492 506 1,005
Net income -- 295 294 603
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, September 30,
In thousands 2000 1999
------------------------------------------------------------------------------------
<S> <C> <C>
Total assets $-- $152,242
Total liabilities -- 121,270
Net assets of discontinued operations -- 30,972
</TABLE>
9
<PAGE> 10
The Advest Group, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
In addition to presenting historical information, in this 10Q and
elsewhere, the Company may make or publish forward-looking statements about
management expectations, strategic objectives, business prospects, anticipated
financial performance and similar matters. The Company cautions readers that any
forward-looking information presented is not a guarantee of future performance.
Numerous factors, many beyond the Company's control, could cause actual results
to differ materially from the expectations expressed. The Company conducts its
businesses in financial markets that are influenced by economic conditions,
monetary policies, interest and inflation rates, market liquidity, national and
international political events, regulatory developments, changing tax laws, the
competitive environment, investor sentiment and other risks and uncertainties.
These factors can significantly affect the transaction volume, price levels and
volatility of financial markets, as well as the competitiveness of the Company's
products and services within its industry. As a result, the Company's revenues
and net earnings may vary significantly from period to period and may diverge
significantly from expectations. Any forward-looking statements speak only as of
the date on which they are made, and the Company does not undertake any
obligation to update or revise any forward-looking statements.
OVERVIEW
The Advest Group, Inc. ("AGI"), together with its subsidiaries (the
"Company"), provides diversified financial services including securities
brokerage, trading, investment banking, trust and asset management. All aspects
of the Company's business are highly competitive and impacted by regulatory and
other factors outside of its control, including domestic and global economic and
financial conditions, volume and price levels in securities markets, demand for
investment banking services, interest rates, inflation and investor sentiment.
Technological developments such as the Internet may also materially impact the
Company's operating results. In addition to competition from other full-service
securities firms, the Company faces competition from other sources including
banks, insurance companies, mutual fund companies, discount and online trading
firms. Legislation enacted in 1999 to eliminate or lessen the restrictions of
the Glass-Steagall Act has further heightened competition among banking,
insurance and securities firms. The Company closely monitors its operating
environment to enable it to respond promptly to market cycles. In addition, the
Company seeks to lessen earnings volatility by controlling expenses, increasing
fee-based business and developing new revenue sources. Operating results of any
individual period should not be considered representative of future performance.
Advest, Inc. ("Advest"), a regional broker/dealer and the Company's
principal subsidiary, provides brokerage, investment banking, institutional
sales and trading and asset management services to retail and institutional
investors through 90 sales offices in 16 states and Washington, DC. Boston
Advisors, Inc., an investment advisory firm, manages the financial assets of
individuals, endowment funds and retirement plans. In addition, in June 2000,
Boston Advisors launched three money funds - a money market fund, a U.S.
Government fund and a tax-free fund. Over $870 million of funds designated for
investment in money funds by brokerage clients of Advest, Inc. was transferred
into these funds. Advest Bank and Trust Company (the "Bank"), an FDIC-insured,
federal savings bank, provides trust and custody services primarily through
Advest's branch network. During fiscal 1999, the Company announced that it was
entering into two agreements with a third party financial institution, which
included the sale of the Bank's lending and deposit businesses. As required, the
Company has restated all prior periods to separately disclose
10
<PAGE> 11
The Advest Group, Inc.
income from discontinued operations. Refer to the discussion below and under the
caption "Advest Bank and Trust."
For the quarter ending June 30, 2000, income from continuing operations
was $4.5 million ($.50 per diluted share) compared with $2.9 million ($.32 per
diluted share) a year ago, an increase of 55%. Total revenues increased 14% to
$99.1 million. Current quarter results include pre-tax income, net of expenses,
from the proceeds of a legal settlement of $1.6 million. During the June 1999
quarter, the Company sold its lending and deposit operations. Fiscal 1999 net
income reflects operating income as well as the loss from sale of the disposed
operations. Including these components, net income increased 80% year-to-year.
At June 30, book value per share was a record $16.57 and annualized return on
equity was 15%.
ADVEST, INC.
The equity markets remained volatile during the June 2000 quarter with
the three major indices closing lower than the March quarter. The Dow Jones
Industrial Average closed the June quarter at 10448, down 4% from both the
preceding and prior year's quarters. The S&P 500 and Nasdaq Composite closed the
quarter at 1455 and 3966, respectively, reflecting declines from the preceding
quarter of 3% and 13% but year-to-year gains of 6% and 48%, respectively. With
investors focus shifting to earnings as a measure of value, old economy stocks
fared well while stocks in the technology and telecommunications sectors,
particularly those whose earnings forecasts are not promising given their high
valuations, remained out of favor. Rising interest rates contributed to a
decline in stock and bond underwritings from the March quarter and, for the
second quarter in a row, underwritings declined year-to-year. After raising
interest rates six times during the past year, the Fed left rates unchanged in a
late June meeting acknowledging that the economy is slowing, but it did not rule
out future rate hikes to keep inflation in check.
Pre-tax profits for Advest, Inc., the Company's broker/dealer
subsidiary, were $5.7 million for both the fiscal 2000 and 1999 quarters. Total
revenues increased 14% to $97.6 million. Revenue from principal transactions
increased 34% largely due to fixed income sales and trading activities. Asset
management revenues rose 26% primarily due to growth in managed account
business. Investment banking revenues declined 66%, with most of the decline
related to a $3.6 million decrease in the valuation of warrants and securities
received in conjunction with investment banking activities. Excluding the impact
of these valuation changes, net of related incentives, Advest, Inc.'s pre-tax
profits increased 46% for the quarter and 62% fiscal year-to-date. Investment
banking revenues were also impacted by an industry-wide slowdown as well as a
downsizing of Advest's investment banking division.
ADVEST BANK AND TRUST
During fiscal 1999, the Company announced that it would enter into two
agreements with Hudson United Bank ("Hudson"), a subsidiary of Hudson United
Bancorp, a Mahwah, New Jersey-based bank holding company. Under the terms of a
purchase and sale agreement that closed November 30, 1999, Hudson acquired the
loan and other financial assets and assumed the deposit liabilities of the Bank.
Under a strategic alliance agreement, effective September 1, 1999, Hudson is the
exclusive provider of certain FDIC-insured banking products and services to
Advest and its clients. Concurrent with the agreements, the Bank ended its
mortgage origination and deposit services but retained its bank charter and
continues to provide trust and custody services.
Income from discontinued operations reflects the after tax operating
results of the Bank's lending and deposit operations. Operating results for the
Bank's trust and custody business are not material to consolidated results.
11
<PAGE> 12
The Advest Group,Inc.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 VERSUS
THREE MONTHS ENDED JUNE 30, 1999
Net revenues, total revenues from continuing operations less interest
expense, increased $3.5 million (5%) to $80.5 million but solid gains from
principal transactions and asset management activities were largely offset by
declines in investment banking activities. Net expenses from continuing
operations increased $1.1 million (1%) to $73.2 million, as increases in
communications, occupancy and compensation costs were substantially offset by a
decline in other expenses related to proceeds received from a legal settlement,
as previously noted. The effective tax rate was 38% for current year, reflecting
a current quarter reduction to an annual rate of 41%. The effective rate for the
fiscal 1999 quarter was 40%.
Agency commissions were substantially unchanged from year-to-year as
gains in mutual funds, over-the-counter securities and insurance products were
offset by declines in listed securities.
Revenue from principal transactions increased $4.3 million (34%).
Principal bonds commissions increased $1.2 million (15%) led by sales of
investment grade corporate bonds and municipal securities. Fixed income trading
profits increased across the board led by a $1.3 million (217%) increase in
corporate bonds trading profits and a $.8 million (355%) increase in municipal
bonds trading profits. Equity commissions increased $.5 million (16%) and
related trading profits rose $.3 million (168%), with the latter gain primarily
related to measures taken last year to reduce the firm's overnight market
exposure by reducing equity inventories.
Investment banking revenues declined $5.9 million (66%), with most of
the decline related to a $3.6 million decrease in the valuation of warrants and
securities received in conjunction with investment banking activities. Net of
related incentives, these valuation adjustments reduced pre-tax income $2.4
million. As previously noted, investment banking revenues were also impacted by
industry conditions and a downsizing of Advest's investment banking division.
Following a record first fiscal quarter, Advest's Investment Banking Group has
undergone significant changes during the past two quarters. Advest's investment
banking efforts are now directed from its offices at One Rockefeller Plaza with
the Boston and Chicago investment banking operations closed. Year-to-year,
equity underwriting commissions declined $2.5 million (78%), underwriting fees
declined $1.0 million (102%) and merger and acquisition revenues declined $.7
million (68%). Mutual fund underwriting commissions were $1.8 million almost
exclusively related to Advest's current quarter participation in the $48.2
million sale of a new Seligman technology fund.
Asset management revenues increased $2.8 million (27%) primarily as a
result of increased fee-based managed account business.
Net interest income increased $1.6 million (29%) primarily due to
higher average margin debits at Advest during the current year.
Communications costs increased $1.6 million (20%) primarily related to
higher volume-driven costs of Advest's third party data processor and increased
telephone equipment and line costs. Occupancy and equipment costs increased $1.0
million (20%) due to office rental increases, technology-related service
agreements and equipment and depreciation. Other expenses decreased $2.0 million
(94%) primarily due to proceeds of a legal settlement, as previously discussed.
NINE MONTHS ENDED JUNE 30, 2000 VERSUS
NINE MONTHS ENDED JUNE 30, 1999
Net revenues increased $47.5 million (21%) and net expenses increased
$37.8 million (18%) with most of the increases derived in the first two fiscal
quarters. Year-to-year variances in principal transactions, net interest income
and asset management are consistent with the June
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The Advest Group, Inc.
quarter analysis. On the expense side, variances for communications and
occupancy and equipment are consistent with the June quarter analysis.
Agency commissions increased $23.5 million (22%) led by
over-the-counter commissions which advanced $12.3 million (58%) and mutual funds
sales, including distribution fees, which rose $6.0 million (19%). Insurance
commissions increased $2.6 million (35%) with strong gains posted for both life
insurance and annuity sales. Listed commissions increased $1.5 million (4%) as a
16% revenue decline in the June quarter substantially offsetting gains through
the first six months of the fiscal year.
Investment banking revenues declined $2.6 million (10%). Valuation
adjustment on securities received in connection with investment banking
activities resulted in a $5.2 million year-to-year revenue decline. Investment
baking revenues were also negatively impacted by industry conditions and a
department downsizing, as previously discussed, with third quarter declines
offsetting gains through the first half of the fiscal year. Through nine months
mutual fund underwriting commissions are up $1.6 million (453%) primarily
related to third quarter activity and unit trust commissions increased $.6
million (15%).
Compensation costs increased $27.7 million (19%) primarily due to
higher sales-related compensation and related incentives in the first two fiscal
quarters. Higher general payroll costs at Advest associated with increased staff
levels especially in retail sales management, data processing and fixed income
personnel were substantially offset by personnel reductions in investment
banking as previously discussed. Business development expenses increased $1.0
million (18%) primarily due to expanded training efforts for financial advisors
under the Advest Institute program which was introduced during the latter part
of fiscal 1999. Other expenses increased $1.9 million (32%) primarily due to
trade-volume related increases in the firm error account and settlement
expenses.
LIQUIDITY AND CAPITAL RESOURCES
NINE MONTHS ENDED JUNE 30, 2000
Total assets at June 30, 2000 are up $508.0 million (35%) from
September 30. Securities borrowed increased $321.7 million (62%) and was
substantially matched by a $326.9 million (63%) increase in stock loaned.
Receivables from brokerage customers increased $104.8 million (21%), reflecting
the high rate of securities financing occurring throughout the securities
business. The increase in margin debits and a $13.7 million decline in brokerage
customer credits were financed in part by a $68.0 million (42%) increase in
short-term borrowings. Trading inventories increased $100.6 million and short
sales increased $113.1 million. Net assets of discontinued operations declined
$31.0 million (100%) due to the execution of the purchase and sale agreement
with Hudson on November 30. On December 31, 1999, AGI paid off $7.0 million in
short-term borrowings which was the first installment in what will be annual
payments to satisfy a $35 million note payable.
Through the nine months of the fiscal year, the Company repurchased
360,027 shares of its common stock at a cost of $6.5 million under a buyback
program begun in August 1990. Cash dividends totaling $1.5 million have been
declared and/or paid.
There have been no other material changes to the Company's liquidity or
capital resources since September 30, 1999.
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The Advest Group, Inc.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no material changes to the Company's market risk analysis
during the quarter ending June 30, 2000.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has been named as defendant, or has been threatened with
being named defendant in various actions, suits and proceedings before a court
or arbitrator arising principally from its securities and investment banking
business. Such matters involve alleged violations of federal and state
securities laws and other laws. Certain of these actions claim substantial
damages and, if determined adversely to the Company, could have a material
adverse effect on the consolidated financial condition, results of operations or
cash flows of the Company. While the outcome of any litigation is uncertain,
management, based in part upon consultation with legal counsel, believes that
the resolution of all matters pending or threatened against the Company will not
have a material adverse effect on the financial condition or future results of
operations or cash flows of the Company.
The Estate of Gabriel Levine and his wife and various related entities
originally commenced arbitration and court proceedings in 1993, which were
stayed pending consideration of statute of limitations defenses. In 1998 the
Connecticut Supreme Court ruled that arbitrators and not a court should decide
whether those defenses apply. The claimants alleged that the option trading in
their accounts was unsuitable, and that there was a failure to disclose risks
and to supervise their accounts. In court papers filed in 1993 the claimants
asserted claims for principal losses of nearly $30.0 million , plus interest
since October 1987. Following an unsuccessful mediation Advest and the
plaintiffs agreed to a private arbitration subject to a high/low arrangement
which, as modified, constrained the amount the arbitrator might award the
claimants to either $2.0 million or $7.75 million. The arbitration was conducted
during June 2000 and a decision was rendered on August 4, 2000 awarding the
claimants $2.0 million, the amount of which has been fully reserved and, as
such, will not further impact the Company's results of operations..
This decision is not appealable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit 10(a) -- Third Amendment to The Advest, Inc. Account
Executive Nonqualified Defined Benefit Plan effective
as of January 1, 1999
Exhibit 10(b) -- Fourth Amendment to The Advest, Inc. Account
Executive Nonqualified Defined Benefit Plan effective
as of May 1, 2000
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 PricewaterhouseCoopers LLP, the
registrant's Independent Accountants, whose report is
included on page 15 of this filing.
(b) REPORTS ON FORM 8-K
Form 8-K filed March 2, 2000 concerning appointment of Peter R. Kellogg
to Board of directors and increase in quarterly cash dividend.
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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 its subsidiaries (the "Company") as of June 30, 2000, and
the related condensed consolidated statements of earnings for each of the
three-month and nine-month periods ended June 30, 2000 and 1999, and the
condensed consolidated statements of cash flows for the nine-month periods ended
June 30, 2000 and 1999. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established 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 inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, 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 accompanying condensed consolidated interim financial statements
for them to be in conformity with accounting principles generally accepted in
the United States.
We have previously audited in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet as of September
30, 1999, and the related consolidated statements of earnings, changes in
shareholders' equity and of cash flows for the year then ended (not presented
herein) and, in our report, dated October 27, 1999, 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, 1999 is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.
PricewaterhouseCoopers LLP
Hartford, Connecticut
July 19, 2000
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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 10, 2000 /s/ Grant Kurtz
----------------------- --------------------------------
Grant Kurtz,
President and
Chief Executive Officer
Date August 10, 2000 /s/ Martin M. Lilienthal
----------------------- --------------------------------
Martin M. Lilienthal,
Executive Vice President,
Chief Financial Officer
and Treasurer
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The Advest Group, Inc.
EXHIBIT INDEX
Exhibit Description
10(a) Third Amendment to The Advest, Inc. Account Executive
Nonqualified Defined Benefit Plan effective as of January 1,
1999
10(b) Fourth Amendment to The Advest, Inc. Account Executive
Nonqualified Defined Benefit Plan effective as of May 1, 2000
27 Financial Data Schedule (Selected financial data - for EDGAR
electronic transmission only for SEC.)
