<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 MARCH 31, 2000
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
[X] 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 9,025,353 SHARES
- ---------------------------- --------------------------
Class Outstanding at May 4, 2000
<PAGE> 2
THE ADVEST GROUP, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
March 31, 2000 and September 30, 1999 3
Condensed Consolidated Statements of Earnings
Three and Six Months Ended March 31, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows
Six Months Ended March 31, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 17
</TABLE>
2
<PAGE> 3
THE ADVEST GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
In thousands, except per share amounts March 31, 2000 September 30, 1999
- -------------------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
ASSETS
CASH AND SHORT-TERM INVESTMENTS
Cash and cash equivalents $ 18,334 $ 7,812
Cash and securities segregated under federal and other regulations 256 253
----------- -----------
18,590 8,065
----------- -----------
RECEIVABLES
Securities borrowed 965,869 515,676
Brokerage customers, net 596,400 503,116
Brokers and dealers 12,865 6,447
Other 29,517 30,455
----------- -----------
1,604,651 1,055,694
----------- -----------
SECURITIES
Trading, at market value 430,470 306,426
Available for sale, at market value 9,434 5,063
Held to maturity (market values of $6,772 and $16,886) 6,772 16,885
----------- -----------
446,676 328,374
----------- -----------
OTHER ASSETS
Equipment and leasehold improvements, net 14,066 13,028
Net assets of discontinued operations -- 30,972
Other 28,641 26,488
----------- -----------
42,707 70,488
----------- -----------
$ 2,112,624 $ 1,462,621
=========== ===========
LIABILITIES & SHAREHOLDERS' EQUITY
LIABILITIES
Securities loaned $ 762,263 $ 523,095
Short-term borrowings 384,081 161,007
Securities sold, not yet purchased, at market value 351,090 230,486
Brokerage customers 341,545 298,119
Compensation and benefits 30,779 27,648
Checks payable 28,024 4,971
Long-term borrowings 21,000 30,526
Brokers and dealers 15,002 10,839
Repurchase agreements 4,157 18,406
Other 28,542 22,388
----------- -----------
1,966,483 1,327,485
----------- -----------
SHAREHOLDERS' EQUITY
Common stock, par value $.01, authorized 25,000 shares,
issued 11,060 and 10,914 shares 111 109
Paid-in capital 79,945 76,814
Retained earnings 88,307 77,644
Unamortized restricted stock compensation (2,618) (2,081)
Treasury stock, at cost, 2,010 and 1,989 shares (19,604) (17,350)
----------- -----------
146,141 135,136
----------- -----------
$ 2,112,624 $ 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 Year to date
March 31, March 31,
In thousands, except ------------------------- --------------------------
per share amounts 2000 1999 2000 1999
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
Commissions $ 51,071 $35,302 $ 91,174 $ 67,737
Interest 21,767 12,960 39,062 25,662
Principal transactions 19,808 13,896 37,796 28,862
Asset management and administration 12,583 9,797 23,760 18,438
Investment banking 5,862 5,073 20,718 17,406
Other 2,835 2,623 4,719 4,137
-------- ------- -------- --------
Total revenues 113,926 79,651 217,229 162,242
-------- ------- -------- --------
EXPENSES
Compensation 63,951 47,442 124,374 97,157
Interest 14,784 7,564 25,618 14,589
Communications 9,728 8,203 18,280 15,569
Occupancy & equipment 5,646 5,254 11,032 10,317
Business development 2,476 1,787 4,851 3,630
Brokerage, clearing & exchange 1,631 1,309 3,058 2,495
Professional 1,242 1,310 2,810 2,409
Other 4,408 1,934 7,614 3,698
-------- ------- -------- --------
Total expenses 103,866 74,803 197,637 149,864
-------- ------- -------- --------
INCOME BEFORE TAXES 10,060 4,848 19,592 12,378
Provision for income taxes 4,225 1,939 8,229 4,951
-------- ------- -------- --------
INCOME FROM CONTINUING OPERATIONS 5,835 2,909 11,363 7,427
Income from discontinued
operations, net of taxes -- 129 294 308
-------- ------- -------- --------
NET INCOME $ 5,835 $ 3,038 $ 11,657 $ 7,735
======== ======= ======== ========
- ---------------------------------------------------------------------------------------------------------------
PER SHARE DATA:
Basic earnings:
Continuing operations $ 0.73 $ 0.36 $ 1.43 $ 0.93
Discontinued operations -- 0.02 0.04 0.04
-------- ------- -------- --------
Net income $ 0.73 $ 0.38 $ 1.47 $ 0.97
======== ======= ======== ========
Diluted earnings:
Continuing operations $ 0.63 $ 0.32 $ 1.24 $ 0.81
Discontinued operations -- 0.01 0.03 0.03
-------- ------- -------- --------
Net income $ 0.63 $ 0.33 $ 1.27 $ 0.84
======== ======= ======== ========
Dividends declared $ 0.06 $ 0.05 $ 0.11 $ 0.09
======== ======= ======== ========
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE> 5
THE ADVEST GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six months ended March 31,
--------------------------
In thousands 2000 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
NET INCOME $ 11,657 $ 7,735
Income from discontinued operations (294) (308)
--------- ---------
Income from continuing operations 11,363 7,427
Adjustments to reconcile net income to net cash provided
by operating activities of continuing operations:
Depreciation and amortization 5,813 4,053
Other (692) (459)
(Increase) decrease in operating assets:
Securities borrowed (450,193) (255,196)
Trading securities (123,552) (89,940)
Receivables from brokerage customers, net (93,343) (12,059)
Receivables from brokers and dealers (6,418) (1,641)
Cash and securities segregated under federal and other regulations (3) (3)
Other 5,610 (8,473)
Increase (decrease) in operating liabilities:
Short-term brokerage borrowings, net 251,663 132,035
Securities loaned 239,168 142,640
Securities sold, not yet purchased 120,604 55,549
Brokerage customers 43,426 (4,145)
Checks payable 23,053 22,284
Repurchase agreements (14,249) 16,807
Other 13,263 (3,378)
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS 25,513 5,501
--------- ---------
FINANCING ACTIVITIES
Repayment of short-term borrowings (7,115) (130)
Other (3,032) (3,847)
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES OF CONTINUING OPERATIONS (10,147) (3,977)
--------- ---------
INVESTING ACTIVITIES
Proceeds from (payments for):
Maturities of held to maturity securities 24,706 11,164
Maturities of available for sale securities -- 431
Sales of available for sale securities 31 5,000
Purchases of available for sale securities (5,585) (42)
Purchases of held to maturity securities (14,556) (10,000)
Capital expenditures (3,121) (2,230)
Other (5,300) 624
--------- ---------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES OF CONTINUING OPERATIONS (3,825) 4,947
NET CASH USED IN DISCONTINUED OPERATIONS (1,019) (9,266)
--------- ---------
Increase (decrease) in cash and cash equivalents 10,522 (2,795)
Cash and cash equivalents at beginning of period 7,812 13,882
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 18,334 $ 11,087
========= =========
- -------------------------------------------------------------------------------------------------------------------
Interest paid $ 25,712 $ 18,316
Income taxes paid $ 6,239 $ 5,767
Non-cash activities:
Restricted stock awards, net of forfeitures $ 1,383 $ 1,024
- -------------------------------------------------------------------------------------------------------------------
</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 1999, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 137, "Deferral of the
Effective Date of SFAS 133." SFAS 133, "Accounting for Derivative Instruments
and Hedging Activities" was issued in June 1998. SFAS 133 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, during fiscal 2001, as required. The effect of adoption on
the Company's financial condition, results of operations or cash flows will be
dependent on the derivatives the Company has entered into at the date of
adoption but 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 March 31, 2000, Advest's regulatory
net capital of $68.7 million was 10% of aggregate debit balances and exceeded
required net capital by $54.8 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
6
<PAGE> 7
The Advest Group, Inc.
most recent four quarters of net income, subject to limitations. No dividends
have been declared or paid by the Bank during the current or prior three fiscal
years. At March 31, 2000, the Bank's leverage capital, risk-based and Tier 1
capital ratios were 83.84%, 249.98% and 249.98%, respectively, which met all
regulatory requirements.
4. COMMON STOCK:
The following table provides the calculation of net income per common
share for the three and six months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
For the three months ended March 31,
-----------------------------------------------------------
2000 1999 2000 1999
------- ------- ------ ------
In thousands, except per share amounts Basic Diluted
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Income from continuing operations $ 5,835 $ 2,909 $5,835 $2,909
Income from discontinued
operations, net of taxes -- 129 -- 129
------- ------- ------ ------
Net income $ 5,835 $ 3,038 $5,835 $3,038
======= ======= ====== ======
Average number of common shares
outstanding during the period 9,020 8,855 9,020 8,855
Adjustments:
Contingently issuable shares (1,024) (880) -- --
Exercise of stock options -- -- 191 276
------- ------- ------ ------
Average number of common
shares outstanding 7,996 7,975 9,211 9,131
======= ======= ====== ======
Income from continuing operations $ 0.73 $ 0.36 $ 0.63 $ 0.32
Income from discontinued
operations, net of taxes -- 0.02 -- 0.01
------- ------- ------ ------
Net income $ 0.73 $ 0.38 $ 0.63 $ 0.33
======= ======= ====== ======
</TABLE>
<TABLE>
<CAPTION>
For the six months ended March 31,
------------------------------------------------------------
2000 1999 2000 1999
------- ------- ------ ------
In thousands, except per share amounts Basic Diluted
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Income from continuing operations $ 11,363 $ 7,427 $11,363 $7,427
Income from discontinued
operations, net of taxes 294 308 294 308
-------- ------- ------- ------
Net income $ 11,657 $ 7,735 $11,657 $7,735
======== ======= ======= ======
Average number of common shares
outstanding during the period 8,992 8,868 8,992 8,868
Adjustments:
Contingently issuable shares (1,020) (865) -- --
Exercise of stock options -- -- 216 300
-------- ------- ------- ------
Average number of common
shares outstanding 7,972 8,003 9,208 9,168
======== ======= ======= ======
Income from continuing operations $ 1.43 $ 0.93 $ 1.24 $ 0.81
</TABLE>
7
<PAGE> 8
The Advest Group, Inc.
<TABLE>
<S> <C> <C> <C> <C>
Income from discontinued
operations, net of taxes 0.04 0.04 0.03 0.03
-------- ------- ------- ------
Net income $ 1.47 $ 0.97 $ 1.27 $ 0.84
======== ======= ======= ======
</TABLE>
5. COMPREHENSIVE INCOME:
The components of comprehensive income are as follows for the three and
six months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
March 31,
----------------------------------------------------------
Three months ended Six months ended
----------------------- ------------------------
In thousands 2000 1999 2000 1999
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income $5,835 $ 3,038 $11,657 $ 7,735
Other comprehensive income:
Unrealized holding gains/losses arising
during period -- (34) -- (30)
Deferred income taxes -- 1 -- 4
------ ------- ------- -------
Total other comprehensive income -- (35) -- (34)
------ ------- ------- -------
Comprehensive income $5,835 $ 3,003 $11,657 $ 7,701
====== ======= ======= =======
</TABLE>
6. SEGMENT REPORTING
In 1999, the Company adopted the provisions of SFAS 131, "Disclosures
About Segments of an Enterprise and Related Information." 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
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 six months ended
March 31, 2000 and 1999.
8
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The Advest Group, Inc.
<TABLE>
<CAPTION>
March 31,
---------------------------------------------------------------------
Three months ended Six months ended
----------------------------- -----------------------------
In thousands 2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Private Clients $ 75,750 $ 54,705 $ 138,766 $ 105,414
Capital Markets 13,574 10,166 33,840 27,532
Interest 21,767 12,960 39,062 25,662
Other 2,835 1,820 5,561 3,634
--------- --------- --------- ---------
$ 113,926 $ 79,651 $ 217,229 $ 162,242
========= ========= ========= =========
Income before taxes:
Private Clients $ 22,323 $ 13,880 $ 37,639 $ 25,883
Capital Markets (1,988) (3,211) 2,140 (1,794)
Interest 6,983 5,396 13,444 11,073
Other (17,258) (11,217) (33,631) (22,784)
--------- --------- --------- ---------
$ 10,060 $ 4,848 $ 19,592 $ 12,378
========= ========= ========= =========
</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 six months ended March 31, 2000 and 1999.
<TABLE>
<CAPTION>
March 31,
------------------------------------------------------
Three months ended Six months ended
-------------------- -------------------------
In thousands 2000 1999 2000 1999
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue $-- $2,987 $1,970 $6,215
Income before taxes -- 215 506 513
Net income -- 129 294 308
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, 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>
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
9
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The Advest Group, Inc.
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 will likely further heighten 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. 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 include the sale of the Bank's lending and deposit
businesses. As required, the Company has restated all prior periods to
separately disclose income from discontinued operations. Refer to the discussion
below and under the caption "Advest Bank and Trust."
For the quarter ending March 31, 2000, net income from continuing
operations was a record $5.8 million ($.63 per diluted share) compared with $2.9
million ($.32 per diluted share) a year ago, a 101% increase. Including fiscal
1999 results for the Company's discontinued lending and deposit operations, net
income for the current quarter rose 92%. Total revenues from continuing
operations increased 43% to a record $113.9 million. At March 31, annualized
return on equity was 16% and book value per share was a record $16.15.
ADVEST, INC.
The S&P 500 and the Nasdaq Composite ended an extremely volatile March
2000 quarter up 2% and 12%, respectively, from December's close, while the Dow
Jones Industrial Average
10
<PAGE> 11
The Advest Group, Inc.
declined 5%. Year-to-year through March, all three indices were up, however,
substantial and frequent gains and declines continued to characterize the equity
markets through April and into May 2000. Technology stocks, which led the
earlier rallies, were hardest hit. The surging, technology-laden Nasdaq market
fueled high volumes of initial public and follow-on offerings during the
quarter, although behind the December quarter's pace. Significantly lower
aftermarket gains of recent IPOs may indicate that investors are becoming more
particular and, while the IPO pipeline is significant, expectations for
aftermarket gains are much lower. Overall, stock and bond underwritings declined
from the March 1999 quarter due to challenging conditions in the fixed income
markets. Various factors, including rising interest rates and the largest spread
between corporate and agency debt in a decade, has lessened demand for new fixed
income issues.
Pre-tax profits for Advest increased 91% to a record $10.7 million and
total revenues increased 43% to a record $112.8 million. Agency commissions
surpassed $50 million for the first time in firm history, and, at $51.1 million,
reflect a 45% increase from the prior year. Revenue from principal transactions
increased 43% to $19.8 million and asset management and administration revenues
rose 28% to $11.9 million. Investment banking revenues increased 16% to $5.9
million year-to-year, however, revenues were down 61% compared with the record
level of the immediately preceding quarter. The Investment Banking Division
completed two public offerings and three merger and acquisition transactions
with a combined value of over $270 million.
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.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 VERSUS
THREE MONTHS ENDED MARCH 31, 1999
Net revenues, total revenues from continuing operations less interest
expense, increased $27.1 million (38%) to $99.1 million primarily due to
substantial increases in agency and principal sales. Net expenses from
continuing operations increased $21.8 million (32%) to $89.1 million, primarily
as a result of higher sales-related compensation and incentives. The effective
tax rate was 42% for current year compared with 40% in the prior year.
Agency commissions increased $15.8 million (45%) led by an $8.2 million
(113%) increase in over-the-counter commissions, a $3.9 million (38%) increase
in mutual funds - including distribution fees and a $2.2 million (16%) increase
in listed commissions. Commissions on listed and over-the-counter securities
increased primarily due to record share volume and prices. Insurance commissions
increased $1.1 million (56%). The increase in insurance commissions was
primarily due to increased life insurance sales related to expanded advisory and
planning efforts for high net worth clients.
11
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The Advest Group, Inc.
Revenue from principal transactions increased $5.9 million (43%). Equity
sales credits increased $2.4 million (66%) and related trading profits improved
$.5 million primarily as a result of measures taken last year to reduce the
firm's overnight market exposure by reducing equity inventories. Principal bond
commissions increased $1.1 million (14%) led by sales of investment grade
corporate bonds and municipal securities.
Investment banking revenues increased $.8 million (16%) primarily due to
higher merger and acquisition fees and unit trust sales credits. Following a
record first fiscal quarter, Advest's Investment Banking Group has undergone
significant changes during the past quarter. Commencing with a planned staff
reduction, effective in December, and followed by resignations of five
professionals leaving the industry, Advest's investment banking efforts are now
directed from its offices at One Rockefeller Plaza with the Boston and Chicago
investment banking operations closed. Through the first six months of fiscal
2000, Equity Capital Markets results are on budget, however, the outlook for the
next six months is less certain.
Asset management revenues increased $2.8 million (28%) primarily as a
result of increased fee-based managed account business and higher service fees
related to money market accounts at Advest.
Net interest income increased $1.6 million (29%). Advest's net interest
income increased $1.3 million (23%) primarily due to higher average margin
debits during the current year.
Compensation costs increased $16.5 million (35%) primarily due to higher
sales-related compensation and related incentives. 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.
Communications costs increased $1.5 million (19%) primarily related to higher
volume-driven costs of Advest's third party data processor, increased telephone
equipment and line costs and higher service bureau costs related to
telecommunication and technology enhancements. Other expenses increased $2.5
million (128%) primarily due to error account and settlement charges. Business
development expenses increased $.7 million (39%) primarily due to expanded
training efforts for financial advisors under the Advest Institute program which
was introduced during the latter part of fiscal 1999.
SIX MONTHS ENDED MARCH 31, 2000 VERSUS
SIX MONTHS ENDED MARCH 31, 1999
Net revenues increased $44.0 million (30%) and net expenses increased
$36.7 million (27%). Year-to-year variances in agency commissions, principal
transactions, net interest income and asset management are consistent with the
March quarter analysis. On the expense side, variances for compensation and
benefits, communications, business development and other expenses are consistent
with the March quarter discussion.
The year-to-date increase in investment banking revenues was primarily
derived from record first quarter underwriting fees and commission revenues.
Also in the first quarter, five experienced institutional equity traders, hired
in June 1999, contributed to record revenues for both institutional underwriting
and regular commissions. In recent months, the Investment Banking Group has
experienced significant personnel changes, which may have an impact on future
revenues as discussed in the March quarter analysis.
12
<PAGE> 13
The Advest Group, Inc.
LIQUIDITY AND CAPITAL RESOURCES
SIX MONTHS ENDED MARCH 31, 2000
Total assets at March 31, 2000 are up $.7 billion (44%) from September 30,
with virtually all of the increase coming in the most recent quarter. First
quarter concerns regarding potential Y2K problems resulted in firm-imposed
limitations on inventory levels to ensure adequate liquidity. Subsequent to
December 31, restrictions were lifted and inventory levels increased.
Securities borrowed increased $.5 billion (87%) with over half the
increase matched by an increase in stock loaned and the difference primarily
covering a $120.6 million (52%) increase in short positions. Receivables from
brokerage customers increased $93.3 million (19%), reflecting the high rate of
securities financing occurring throughout the securities business. This increase
in margin debits was financed in part by a $43.4 million (15%) increased in
brokerage customer credits. Short-term borrowings increased $223.1 million
primarily to finance a $124.0 million (40%) increase in long trading inventories
and the balance of the increase in margin debits. 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 first half of the fiscal year, the Company repurchased 206,782
shares of its common stock at a cost of $3.7 million under a buyback program
begun in August 1990. Cash dividends totaling $1.0 million were declared and/or
paid.
There have been no other material changes to the Company's liquidity or
capital resources since September 30, 1999.
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 March 31, 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. The Estate of Gabriel Levine and his wife and various
related entities have threatened a proceeding before the American Arbitration
Association against Advest. They originally commenced related 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 allege 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 $30,000,000, plus interest since October 1987. Following an unsuccessful
mediation Advest and the plaintiffs have agreed to a private arbitration
presently scheduled to be held in June 2000. Management believes that Advest,
Inc. has strong defenses to these claims and intends to defend them vigorously.
However, Advest has agreed to high/low arrangement in the private arbitration
whereby the private
13
<PAGE> 14
The Advest Group, Inc.
arbitrator must award no less than $1,750,000 and cannot award more than
$15,000,000. 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company commenced solicitation of proxies on December 28, 1999 in
connection with its Annual Meeting held on January 27, 2000. The solicitation
was performed in accordance with Section 14 of the Securities and Exchange Act
of 1934 and the rules thereunder. There was no solicitation in opposition to
management's solicitation. A total of 8,618,158 shares were represented at the
meeting out of the total of 8,929,124 shares issued and outstanding as of the
December 10, 1999 record date for the meeting.
At the Annual Meeting, the election as directors of Sanford Cloud, Jr.,
Grant W. Kurtz, Barbara L. Pearce, and Allen Weintraub to serve for three year
terms expiring in 2003 was considered. All such nominees were reelected or
elected to the Board of Directors. The nominees received the following votes:
<TABLE>
<CAPTION>
IN FAVOR
-------------------------
NOMINEE IN PERSON BY PROXY TOTAL WITHHELD
<S> <C> <C> <C> <C>
Sanford Cloud, Jr. 0 8,443,978 8,443,978 174,179
Grant W. Kurtz 0 8,444,373 8,444,373 173,884
Barbara L. Pearce 0 8,444,373 8,444,373 173,884
Allen Weintraub 0 8,444,251 8,444,251 173,906
</TABLE>
The terms of office of the following continuing directors expire in
2001: Ronald E. Compton, William B. Ellis and Marne Obernauer, Jr. The terms
of office of the following continuing directors expire in 2002 Richard G.
Dooley and Robert W. Fiondella .
Also considered at the Annual Meeting was a proposal to adopt the 1999
Stock Option Plan. The proposal received the following votes:
IN FAVOR AGAINST ABSTAINING NO VOTES
7,860,326 705,782 23,303 28,983
In addition, the proposal to adopt the 2000 Non-Employee Director Stock
Option Plan was considered and received the following votes:
IN FAVOR AGAINST ABSTAINING NO VOTES
7,960,084 584,275 45,049 28,986
14
<PAGE> 15
The Advest Group, Inc.
The only other matter considered at the Annual Meeting was a stockholder
proposal submitted by Mr. John Jennings Crapo concerning disclosure of
charitable contributions by the Company. Mr. Crapo's proposal was defeated, with
the following votes:
IN FAVOR AGAINST ABSTAINING NO VOTES
397,506 6,086,124 263,710 1,871,054
No other matters were voted upon at the annual meeting.
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 PricewaterhouseCoopers LLP, the registrant's
Independent Accountants, whose report is included on page 16 of
this filing.
(b) REPORTS ON FORM 8-K
None
15
<PAGE> 16
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 March 31, 2000,
and the related condensed consolidated statements of earnings for each of the
three-month and six-month periods ended March 31, 2000 and 1999, and the
condensed consolidated statements of cash flows for the six-month periods ended
March 31, 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
April 19, 2000
16
<PAGE> 17
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 May 8, 2000 /s/ Grant Kurtz
---------------- --------------------------------
Grant Kurtz,
President and
Chief Executive Officer
Date May 8, 2000 /s/ Martin M. Lilienthal
---------------- --------------------------------
Martin M. Lilienthal,
Executive Vice President,
Chief Financial Officer
and Treasurer
17
<PAGE> 18
The Advest Group, Inc.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
27 Financial Data Schedule (Selected financial data - for EDGAR
electronic transmission only for SEC.)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> BD
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 18,590
<RECEIVABLES> 638,782
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 965,869
<INSTRUMENTS-OWNED> 446,676
<PP&E> 14,066
<TOTAL-ASSETS> 2,112,624
<SHORT-TERM> 384,081
<PAYABLES> 71,568
<REPOS-SOLD> 4,157
<SECURITIES-LOANED> 762,263
<INSTRUMENTS-SOLD> 351,090
<LONG-TERM> 21,000
0
0
<COMMON> 111
<OTHER-SE> 146,030
<TOTAL-LIABILITY-AND-EQUITY> 2,112,624
<TRADING-REVENUE> 37,796
<INTEREST-DIVIDENDS> 39,062
<COMMISSIONS> 91,174
<INVESTMENT-BANKING-REVENUES> 20,718
<FEE-REVENUE> 23,760
<INTEREST-EXPENSE> 25,618
<COMPENSATION> 124,374
<INCOME-PRETAX> 19,592
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,657
<EPS-BASIC> 1.47
<EPS-DILUTED> 1.27
</TABLE>
