<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
( ) 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: 0-12926
FECHTOR, DETWILER, MITCHELL & CO.
(Exact name of registrant as specified in its charter)
Delaware 95-2627415
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
225 Franklin Street 02110
Boston, MA (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code (617) 747-0100
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
APPLICABLE ONLY TO CORPORATE ISSUERS:
On November 15, 1999, the registrant had 12,916,451 shares of common stock,
$0.01 par value, issued and outstanding.
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<PAGE>
FECHTOR, DETWILER, MITCHELL & CO.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I -- FINANCIAL INFORMATION
Item 1.Financial Statements
Consolidated Statement of Financial Condition at
September 30, 1999 and December 31, 1998.......................... 3
Consolidated Statement of Operations for the three and nine months
ended September 30, 1999 and 1998................................. 4
Consolidated Statement of Cash Flows for the nine months ended
September 30, 1999 and 1998....................................... 5
Consolidated Statement of Changes in Stockholders' Equity for the
year ended December 31, 1998 and the nine month period ended
September 30, 1999................................................ 6
Notes to Consolidated Financial Statements......................... 7
Item 2.Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................... 9
PART II -- OTHER INFORMATION
Item 2.Changes in Securities and Use of Proceeds......................... 11
Item 4.Submission of Matters to a Vote of Security Holders............... 11
Item 5.Other Information................................................. 11
Item 6.Exhibits and Reports on Form 8-K.................................. 12
Signatures............................................................... 13
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
FECHTOR, DETWILER, MITCHELL & CO.
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
September December
30, 1999 31, 1998
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents............................. $ 4,238,809 $ 573,633
Deposits with clearing organizations.................. 304,459 304,459
Receivables from brokers, dealers and clearing
organizations........................................ 217,455 3,884
Due from customers.................................... 11,384,041 8,079,811
Securities borrowed................................... 1,063,500 815,650
Investment securities, at fair value.................. 271,869 --
Non-marketable securities, at fair value.............. 1,000,000 --
Intangible assets, net (note 3)....................... 570,794 --
Fixed assets, net..................................... 274,137 262,278
Other................................................. 1,128,653 507,105
----------- -----------
Total Assets...................................... $20,453,717 $10,546,820
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable........................................ $ 4,345,770 $ 3,800,000
Due to customers..................................... 5,210,601 3,312,857
Accounts payable and accrued liabilities............. 2,521,739 1,269,916
----------- -----------
Total Liabilities................................. 12,078,110 8,382,053
----------- -----------
Contingencies (note 5)
Stockholders' Equity:
Preferred stock, no par value; 5,000,000 shares au-
thorized, none issued............................... -- --
Common stock, $0.01 par value; 20,000,000 shares au-
thorized; 12,916,451 shares issued and outstanding.. 129,165 --
Paid-in-capital...................................... 6,682,500 --
Common stock, no par value........................... -- 131,563
Treasury stock....................................... -- (189,510)
Retained earnings.................................... 1,563,942 2,222,714
----------- -----------
Total Stockholders' Equity........................ 8,375,607 2,164,767
----------- -----------
Total Liabilities and Stockholders' Equity........ $20,453,717 $10,546,820
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
FECHTOR, DETWILER, MITCHELL & CO.
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Month For the Nine Month
Periods Ended Periods Ended
September 30, September 30,
----------------------- -----------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
(unaudited)
<S> <C> <C> <C> <C>
Revenues:
Commissions................ $ 1,780,201 $1,388,144 $ 5,563,217 $3,995,659
Principal transactions..... 834,917 1,145,074 4,190,568 3,565,869
Investment banking......... 61,747 83,990 242,747 368,990
Interest................... 252,641 142,174 641,921 451,353
Other...................... 84,890 77,576 242,819 186,676
----------- ---------- ----------- ----------
Total revenues........... 3,014,396 2,836,958 10,881,272 8,568,547
----------- ---------- ----------- ----------
Expenses:
Compensation and benefits.. 1,664,149 1,743,127 6,179,084 5,077,519
General and
administrative............ 376,228 302,467 1,151,697 1,177,264
Floor brokerage, clearing
and commissions........... 289,049 394,351 1,157,481 1,063,332
Occupancy, communications
and systems .............. 284,463 310,057 849,491 994,492
Interest .................. 151,021 69,541 295,027 237,612
Amortization of
intangibles............... 1,765 -- 1,765 --
Settlement and merger ..... 1,495,199 -- 1,889,014 --
----------- ---------- ----------- ----------
Total expenses........... 4,261,874 2,819,543 11,523,559 8,550,219
----------- ---------- ----------- ----------
Income (loss) before
income taxes............ (1,247,478) 17,415 (642,287) 18,328
Income tax (expense)
benefit................... 368,126 (7,837) 103,127 (8,248)
----------- ---------- ----------- ----------
Net income (loss) ....... $ (879,352) $ 9,578 $ (539,160) $ 10,080
=========== ========== =========== ==========
Net income (loss) per share
(note 4) NA NA NA NA
=========== ========== =========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
<PAGE>
FECHTOR, DETWILER, MITCHELL & CO.
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Month
Periods Ended
September 30,
----------------------
1999 1998
---------- ----------
(unaudited)
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss).................................... $ (539,160) $ 10,080
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization...................... 68,998 102,954
Amortization of intangibles........................ 1,765 --
Changes in:
Deposits with clearing organizations............. -- (6,637)
Receivables from brokers, dealers and clearing
organizations................................... (134,216) (247,086)
Due from customers............................... (3,304,230) 3,835,293
Securities borrowed.............................. (247,850) (558,570)
Other assets..................................... 77,313 358,857
Due to customers................................. 1,897,744 2,039,142
Accounts payable and accrued liabilities......... 1,023,920 76,717
---------- ----------
Net cash provided by (used in) operating
activities.................................... (1,155,716) 5,610,750
---------- ----------
Cash Flows from Investing Activities:
Cash acquired from merger............................. 4,238,809 --
Increase in investment securities..................... (271,869) (1,000)
Capital expenditures.................................. (66,156) (51,133)
---------- ----------
Net cash provided by (used in) investing
activities.................................... 3,900,784 (52,133)
---------- ----------
Cash Flows from Financing Activities:
Increase (decrease) in notes payable, net............. 920,108 (5,200,000)
---------- ----------
Net cash provided by (used in) financing
activities.................................... 920,108 (5,200,000)
---------- ----------
Net increase (decrease) in cash................ 3,665,176 358,617
Cash at beginning of period............................ 573,633 574,463
---------- ----------
Cash at end of period.................................. $4,238,809 $ 933,080
========== ==========
</TABLE>
Supplemental disclosure of non-cash transactions:
<TABLE>
<S> <C> <C>
Increase in intangible assets........................... $ 572,559 $ --
========== ==========
Increase in common stock................................ $ 67,500 $ --
========== ==========
Increase in paid-in-capital............................. $6,682,500 $ --
========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
5
<PAGE>
FECHTOR, DETWILER, MITCHELL & CO.
CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY
(unaudited)
<TABLE>
<CAPTION>
Common Stock
---------------------
Shares Paid-in Retained Treasury
Outstanding Amount Capital Earnings Stock Total
----------- -------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1998............. 900 $131,563 $ -- $2,214,733 $ (189,510) $2,156,786
Net income............................ -- -- -- 7,981 -- 7,981
---------- -------- ---------- ---------- ---------- ----------
Balance at December 31, 1998........... 900 131,563 -- 2,222,714 (189,510) 2,164,767
Reclassification of capital and
elimination of treasury stock prior
to conversion to common stock of
Fechtor, Detwiler, Mitchell & Co..... (900) (131,563) -- (57,947) 189,510 --
Conversion of capital to common stock
of Fechtor, Detwiler, Mitchell & Co... 6,166,451 61,665 -- (61,665) -- --
Issuance of common stock for
acquisition.......................... 6,600,000 66,000 6,534,000 -- -- 6,600,000
Issuance of common stock--other....... 150,000 1,500 148,500 -- -- 150,000
Net loss.............................. -- -- -- (539,160) -- (539,160)
---------- -------- ---------- ---------- ---------- ----------
Balance at September 30, 1999.......... 12,916,451 $129,165 $6,682,500 $1,563,942 $ -- $8,375,607
========== ======== ========== ========== ========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
6
<PAGE>
FECHTOR, DETWILER, MITCHELL & CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Organization
On August 30, 1999, JMC Group, Inc. completed the merger of its wholly-owned
subsidiary, JMC Merger, Inc., with Fechtor, Detwiler & Co., Inc. ("Fechtor
Detwiler"). To effect the merger, the JMC Group, Inc. issued 6,600,000 common
shares to the stockholders of Fechtor Detwiler, making them the owners of
approximately 52% of the then outstanding shares, and changed its name to
Fechtor, Detwiler, Mitchell & Co. (the "Company") and its NASDAQ trading
symbol to FEDM. The effect of the merger resulted in Fechtor Detwiler becoming
a wholly-owned subsidiary of Fechtor, Detwiler, Mitchell & Co.
The Company is the holding company for its two operating subsidiaries;
Fechtor, Detwiler & Co., Inc., an investment banking and brokerage firm
headquartered in Boston, Massachusetts and James Mitchell & Co., a financial
services company located in San Diego, California.
Note 2 Summary of Significant Accounting Policies
Basis of Presentation--The unaudited financial statements of Fechtor,
Detwiler, Mitchell & Co. have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission. In the opinion of
management, all adjustments, consisting only of normal recurring accruals,
have been made to present fairly the financial statements of Fechtor,
Detwiler, Mitchell & Co. at September 30, 1999 and for the three and nine
month periods ended September 30, 1999 and 1998.
Principles of Consolidation--The consolidated financial statements of the
Company include the accounts of its wholly-owned subsidiaries. All material
intercompany transactions have been eliminated in consolidation. Results for
1999 include Fechtor, Detwiler & Co. beginning January 1, 1999 and JMC Group,
Inc. beginning September 1, 1999 (the acquired firm for accounting purposes).
Use of Estimates--The preparation of the Company's financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of certain
assets and liabilities and revenues and expenses reported in the accompanying
financial statements. Actual results could vary from the estimates that were
used.
Commissions--Commission revenue relates to institutional and retail
brokerage activities for the purchase and sale of securities. Commissions are
charged on both listed and over-the-counter agency transactions.
Principal Transactions--Principal transaction revenue represents amounts
earned from executing transactions on behalf of customers in securities for
which Fechtor Detwiler acts as a market maker.
Investment Banking--Investment banking revenue includes fees, net of
expenses, arising from securities offerings in which Fechtor Detwiler acts as
an underwriter or agent.
Interest--Interest revenue represents interest earned on client margin
accounts.
Cash Equivalents--Cash equivalents include instruments with an original
maturity of three months or less.
Securities Transactions--Proprietary securities transactions in regular way
trades are recorded on the settlement date which is normally the third
business day following the trade date. Customer transactions are reported on
the settlement date. Commission revenues and expenses are recorded on the
trade date. The difference between settlement date and trade date accounting
is not material to the financial position or results of operations of the
Company.
Fixed Assets--Fixed assets are stated at cost and include furniture,
equipment and leasehold improvements. Depreciation and amortization expense is
recorded using the straight line method over periods ranging from three to
seven years.
7
<PAGE>
FECHTOR, DETWILER, MITCHELL & CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Intangible Assets--Intangible assets represent the portion of the purchase
price of JMC Group, Inc., accounted for under the purchase method, in excess
of the fair value of net assets acquired. Intangible assets are amortized over
20 years and are presented net of accumulated amortization of $1,765 at
September 30, 1999.
The carrying value and amortization period of intangible assets are
evaluated periodically to determine whether current events or circumstances
warrant adjustment. At September 30, 1999, there was no impairment of
intangible assets. If impairment of intangible assets had occurred, the
carrying value of the underlying assets would be reduced to fair value.
Reclassifications--Certain amounts in prior period financial statements have
been reclassified to conform with the current period presentation.
Note 3 Acquisition of JMC Group, Inc.
The Company was a party to a merger transaction concluded on August 30, 1999
whereby Fechtor Detwiler was merged with a wholly-owned subsidiary of the
Company and the Company issued 6,600,000 shares of common stock to the former
owners of Fechtor Detwiler (the "Merger"). The Merger was accounted for under
the purchase method of accountings as the purchase of certain assets and
assumption of certain liabilities of JMC Group, Inc., and is included in the
financial statements effective September 1, 1999.
Pro forma consolidated financial data shown below, for the nine month
periods ended September 30, 1999 and 1998, gives effect to the acquisition of
JMC Group, Inc. as if it had occurred on January 1, 1998. Pro forma
adjustments include amortization of intangible assets and compensation
expense. The pro forma financial data does not necessarily reflect the results
of operations that would have been obtained had the Merger occurred on the
assumed date, nor is the financial data necessarily indicative of the results
of the combined entities that may be achieved for any future period.
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------
1999 1998
Pro Forma Pro Forma
----------- -----------
(unaudited)
<S> <C> <C>
Revenues(1)......................................... $11,777,000 $10,238,000
=========== ===========
Net income (loss)(2)................................ $ (280,000) $ 682,000
=========== ===========
</TABLE>
- --------
(1) Includes JMC Group, Inc. revenues of $988,000 and $1,669,000 for the nine-
month periods ended September 30, 1999 and 1998, respectively.
(2) Includes settlement and merger costs of $2,253,000 for the nine-month
period ended September 30, 1999.
Note 4 Per Share Data
Per share data is not applicable for the quarter and year-to-date periods as
the Company began combined operations on September 1, 1999. Results for 1999
include Fechtor, Detwiler & Co., the investment banking and brokerage company,
beginning January 1, 1999 and JMC Group, Inc. beginning September 1, 1999 (the
acquired firm for accounting puposes).
For the month ended September 30, 1999, the weighted average number of
shares outstanding were 12,916,451 and 12,969,719 for the basic and diluted
calculations, respectively.
Note 5 Contingencies
The Company and its business units from time to time are subject to legal
proceedings and claims which arise in the ordinary course of their business.
Management believes that resolution of these matters will not have a material
adverse effect on the Company's results of operations or financial condition.
8
<PAGE>
PART I. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
Any statements in this report that are not historical facts are intended to
fall within the safe harbor for forward-looking statements provided by the
Private Securities Litigation Reform Act of 1995. Any forward-looking
statements should be considered in light of the risks and uncertainties
associated with the Company, its businesses, economic and market conditions
prevailing from time to time, and the application and interpretation of
Federal and state laws and regulations, all of which are subject to material
changes and which may cause actual results to vary materially from what had
been anticipated. Certain factors that affect the Company have been described
under Part II--Item 5.--Other Information and include factors such as
conditions affecting revenues, reliance on key personnel, competition, and
regulatory and legal factors. Readers are encouraged to review these factors
carefully.
Statement of Operations for the Three Months Ended September 30, 1999 Compared
to the Three Months Ended September 30, 1998
Net loss of $879,352 for the three months ended September 30, 1999 compared
to net income of $9,578 for the three months ended September 30, 1998. The net
loss principally results from settlement and merger costs of $1,495,199.
Results for 1999 include Fechtor, Detwiler & Co., the investment banking and
brokerage company, beginning January 1, 1999 and JMC Group, Inc. beginning
September 1, 1999 (the acquired firm for accounting purposes).
Revenues of $3,014,396 for the three months ended September 30, 1999
increased $177,438 from revenues of $2,836,958 for the same quarter last year
primarily reflecting increased commission revenues and revenues from JMC
Group, Inc. partially offset by lower principal transaction revenues.
Compensation and benefits of $1,664,149 for the three months ended September
30, 1999 decreased $78,978 compared to the same quarter last year due to
higher variable compensation in 1998 partially offset by commissions on higher
revenues in 1999.
General and administrative expenses of $376,228 for the three months ended
September 30, 1999 increased $73,761 compared to the same quarter last year
due to expenses associated with the Merger.
Occupancy, communications and systems of $284,463 for the three months ended
September 30, 1999 decreased $25,594 from the same quarter last year due to
lower rent expense.
Interest expense of $151,021 for the three months ended September 30, 1999
increased $81,480 from the same quarter last year due to higher average notes
payable balances and interest rates associated with margin accounts.
Settlement and merger costs of $1,495,199 for the three months ended
September 30, 1999 includes costs associated with the resolution of several
claims, and professional fees and other costs incurred to complete the Merger.
Income tax benefit of $368,126 for the three months ended September 30, 1999
results from tax benefits associated with the loss before income taxes.
Statement of Operations for the Nine Months Ended September 30, 1999 Compared
to the Nine Months Ended September 30, 1998
Net loss of $539,160 for the nine months ended September 30, 1999 compared
to net income $10,080 for the nine months ended September 30, 1998. The net
loss principally results from settlement and merger costs of $1,889,014.
Results for 1999 include Fechtor, Detwiler & Co. beginning September 1, 1999
and JMC Group, Inc. beginning September 1, 1999.
Revenues of $10,881,272 for the nine months ended September 30, 1999
increased $2,312,725 from revenues of $8,568,547 for the same period last
year. The increase reflects higher commission revenues from greater
transaction volume, increased principal transaction revenues and revenues from
JMC Group, Inc.
9
<PAGE>
Compensation and benefits of $6,179,084 for the nine months ended September
30, 1999 increased $1,101,565 compared to the same period last year. The
increase reflects commissions on higher revenues partially offset by higher
variable compensation in 1998.
Occupancy, communications and systems of $849,491 for the nine months ended
September 30, 1999 decreased $145,001 from the same period last year due to
lower rent expense.
Interest expense of $295,027 for the nine months ended September 30, 1999
increased $57,415 from the same period last year reflecting interest paid on
higher average notes payable balances and interest rates.
Settlement and merger costs of $1,889,014 for the nine months ended
September 30, 1999 includes costs associated with the resolution of several
claims, and professional fees and other costs incurred to complete the Merger.
Capital Resources and Liquidity
The Company finances its activities primarily from cash generated by
operations. At September 30, 1999, the Company had assets of $20 million which
primarily consisted of cash or assets readily convertible into cash,
principally receivables due from customers reduced by amounts due to
customers.
Cash and cash equivalents at September 30, 1999 of $4,238,809 increased
$3,665,176 from December 31, 1998 due to cash received from the Merger of JMC
Group, Inc.
Fechtor Detwiler had lines of credit totaling $10,000,000 with $4,300,000
outstanding at September 30, 1999.
Year 2000 Compliance
The "Year 2000 Issue" refers to problems that may result from computer
programs being written using two digits rather than four to define the
applicable year. Any computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. The
Year 2000 Issue could result in system failures or miscalculations causing
disruptions of operations, including, among other things, a temporary
inability to process transactions, send customer statements, or engage in
similar normal business activities. The Year 2000 Issue arises in a number of
different contexts in which the Company and its subsidiaries use computer
programming. The subsidiaries rely heavily upon data processing services
provided by third party service providers, including trading and pricing
services, and on a daily basis, trade through security exchanges which are
highly automated. The subsidiaries also have internally developed software
programs and use third party software programs in their operations.
The Company and its subsidiaries have completed the process of assessing the
impact of the Year 2000 Issue on their operations. The assessment process is
designed to ensure that necessary technology changes are identified, and
involves review of Year 2000 compliance of software and communications
dependencies with third parties and clients, as well as of internal systems.
As part of the process of addressing the Year 2000 Issue, the Company and
its subsidiaries have developed and implemented action plans that included
purchasing and developing new software systems which are Year 2000 compatible,
obtaining representations relating to Year 2000 systems compliance from third
party vendors, and testing. Year 2000 initiatives will continue to be
monitored by the Company's management. The cost of implementing these actions
plans did not materially adversely affect the operating results or financial
condition of the Company.
10
<PAGE>
PART II--OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
The Company issued 6,600,000 shares of common stock on August 30, 1999 in
connection with the Merger. The shares were issued in a transaction not
involving a public offering and such issuance was exempt from the registration
requirements of the Securities Act of 1933, as amended. Reference is made to
Note 1 of notes to consolidated financial statements and to the Current Report
on Form 8-K dated September 14, 1999 filed by the Company in connection with
the Merger.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders of the Company was held on August
30, 1999.
(b) The following matters were submitted to a vote of the Stockholders of
the Company.
1. Approval of the Merger and the issuance of 6,600,000 shares of JMC
Group, Inc. common stock to accomplish the merger.
<TABLE>
<S> <C>
Votes For 3,614,623
Votes Against 101,800
Abstain 800
</TABLE>
2. Changing the name of JMC Group, Inc. to Fechtor, Detwiler, Mitchell &
Co.
<TABLE>
<S> <C>
Votes For 3,684,503
Votes Against 102,560
Abstain 1,200
</TABLE>
3. Terminating the election to be regulated as a Business Development
Company under the Investment Company Act of 1940.
<TABLE>
<S> <C>
Votes For 3,613,373
Votes Against 101,800
Abstain 2,050
</TABLE>
4. Electing Barton Beck director to serve for three years or until his
successor shall be elected.
<TABLE>
<S> <C>
Votes For 5,475,759
Withhold 105,600
</TABLE>
5. Ratifying the selection of Deloitte & Touche LLP as independent public
accountants.
<TABLE>
<S> <C>
Votes For 5,580,371
Votes Against 488
Abstain 500
</TABLE>
Item 5. Other Information.
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995
Any statements in this report that are not historical facts are intended to
fall within the safe harbor for forward-looking statements provided by the
Private Securities Litigation Reform Act of 1995. These statements may be
identified by such forward-looking terminology as "expect", "look", "believe",
"anticipate", "may", "will" or similar statements or variations of such terms.
Any forward-looking statements should be considered in light of the risks and
uncertainties associated with Fechtor, Detwiler, Mitchell & Co. and its
businesses,
11
<PAGE>
economic and market conditions prevailing from time to time, and the
application and interpretation of Federal and state tax laws and regulations,
all of which are subject to material changes and which may cause actual
results to vary materially from what had been anticipated. Certain factors
that affect Fechtor, Detwiler, Mitchell & Co. and include factors such as
conditions affecting revenues, reliance on key personnel, competition, and
regulatory and legal factors and the other risks described in the Company's
Definitive Proxy Statement dated August 5, 1999 relating to the Merger.
Readers are encouraged to review these factors carefully.
Forward-Looking Statements
From time to time, management of Fechtor, Detwiler, Mitchell & Co. may make
written or oral statements that express views on the future performance of the
Company. As with any forward-looking statement, these statements should be
considered in light of certain risks and uncertainties that may cause actual
results to vary materially from what had been anticipated. These important
factors include the following:
Conditions Affecting Revenues. Revenues, cash flows and earnings of the
Company may be adversely affected by volatility in the financial markets
which could produce lower commissions, trading or investment banking
revenues, or by a decline in client account balances resulting from
changing economic conditions or the performance of the capital markets
generally.
Reliance on Key Personnel. The departure of key personnel, such as skilled
institutional and retail brokers, traders, research analysts or employees
responsible for significant client relationships, could have a material
adverse effect on the results of operations of the Company.
Competition. The Company may experience losses in client account balances
due to the highly competitive nature of its business, the performance of
client accounts compared to the performance of the market generally, the
abilities and reputations of the Company and its ability to increase client
accounts and retain client relationships.
Regulatory and Legal Factors. The Company's business may be affected by
developments or changes in the regulation, legal proceedings and claims
arising from the conduct of its businesses.
Item 6. Exhibits and Reports on Form 8-K.
(b)Current Reports on Form 8-K.
On September 14, 1999, the Company filed a Current Report on Form 8-K which
contained information pursuant to Items 2 and 7 of Form 8-K.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James K. Mitchell Chairman and President November 15, 1999
______________________________________
James K. Mitchell
/s/ Stephen D. Martino Chief Financial Officer November 15, 1999
______________________________________
Stephen D. Martino
</TABLE>
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FECHTOR,
DETWILER, MITCHELL & CO. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<INVESTMENTS-AT-COST> 1,063,500
<INVESTMENTS-AT-VALUE> 1,271,869
<RECEIVABLES> 11,601,496
<ASSETS-OTHER> 6,516,852
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 20,453,717
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12,078,110
<TOTAL-LIABILITIES> 12,078,110
<SENIOR-EQUITY> 129,165
<PAID-IN-CAPITAL-COMMON> 6,682,500
<SHARES-COMMON-STOCK> 12,916,451
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (879,352)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 8,375,607
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 641,921
<OTHER-INCOME> 242,819
<EXPENSES-NET> 11,523,559
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 9,906,897
<ACCUMULATED-NII-PRIOR> 2,164,767
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 295,027
<GROSS-EXPENSE> 11,523,559
<AVERAGE-NET-ASSETS> 5,270,187
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> $0.65
<EXPENSE-RATIO> 0
</TABLE>
