<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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 27, 1996
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: 33-22183
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OLDE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Michigan 38-2722519
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
751 Griswold Street Detroit, Michigan 48226
- ------------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(313) 961-6666
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(Registrant's telephone number, including area code)
</TABLE>
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, $0.10 par value 36,810,000
----------------------------- ----------------------------------
Class Outstanding as of November 5, 1996
1
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OLDE Financial Corporation
Form 10-Q
For the Period Ended September 27, 1996
Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Financial
Condition - September 27, 1996 (Unaudited)
and December 31, 1995 3
Consolidated Statements of Operations
Three Months and Nine Months Ended
September 27, 1996 and September 29, 1995 (Unaudited) 5
Consolidated Statements of Cash Flows
Nine Months Ended September 27, 1996 and
September 29, 1995 (Unaudited) 6
Notes to Consolidated Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 13
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 18
Signature 19
Forward looking statements: Some of the statements under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
other statements which are not historical facts are forward-looking statements
that involve risks and uncertainties, including but not limited to, the effect
of national and international economic and political conditions, the impact of
competitive products and services, successful introductions and acceptance of
the Company's new products and services, the effect of changes in securities
rules and regulations affecting the Company's business, the level and
volatility of interest rates, changes in customer investment product
preferences, and certain other risks.
2
<PAGE> 3
Part I. - Financial Information
Item 1. - Financial Statements
OLDE Financial Corporation
Consolidated Statements of Financial Condition
September 27, 1996 and December 31, 1995
<TABLE>
<CAPTION>
September 27, December 31,
1996 1995
(Unaudited)
------------------------------
<S> <C> <C>
Assets:
Cash $ 12,539,956 $ 32,545,541
Short term investments - at cost which approximates
market 22,440,720 20,388,951
U.S. Government and U.S. Government Agencies securities
purchased under agreements to resell - at resale amount 173,659,000 125,066,000
Special reserve account for benefit of customers:
U.S. Government securities purchased under
agreements to resell - at resale amount 25,578,000 10,258,000
Cash 6,669 6,808
--------------------------------
25,584,669 10,264,808
Deposits with clearing organizations:
Cash 2,004,964 1,894,061
U.S. Government and other securities - at market 3,688,519 3,827,401
--------------------------------
5,693,483 5,721,462
Receivables:
Customers 1,118,845,143 1,286,000,111
Brokers, dealers and clearing organizations 24,902,760 25,984,261
Other, including $296,390 and $513,310 from,
affiliates at September 27, 1996 and December 31, 1995,
respectively 6,070,178 9,443,661
Less reserve for doubtful accounts (1,665,025) (1,576,801)
--------------------------------
1,148,153,056 1,319,851,232
Securities owned - at market 36,731,610 45,523,348
Property and equipment - at cost less accumulated
depreciation and amortization of $28,555,293 and $21,588,842
at September 27, 1996 and December 31, 1995, respectively 55,818,786 58,764,062
Exchange memberships - at cost 808,778 814,778
Other 7,140,040 6,220,678
--------------------------------
$1,488,570,098 $1,625,160,860
================================
</TABLE>
See accompanying notes
3
<PAGE> 4
OLDE Financial Corporation
Consolidated Statements of Financial Condition
September 27, 1996 and December 31, 1995
<TABLE>
<CAPTION>
September 27, December 31,
1996 1995
(Unaudited)
------------------------------------
<S> <C> <C>
Liabilities and Stockholders' Equity:
Payable to customers $ 929,300,405 $ 820,007,186
Payable to brokers and dealers 178,384,177 473,132,159
Securities sold, not yet purchased - at market 7,904,407 5,968,008
Accrued income taxes 2,604,515 3,268,127
Real estate mortgages 13,983,810 16,530,674
Capital lease obligations 4,799,445 6,483,397
Accounts payable, accrued expenses and other
including $906,670 and $1,000,503 to affiliates
at September 27, 1996 and December 31, 1995,
respectively 35,636,671 27,568,995
------------------------------------
1,172,613,430 1,352,958,546
Subordinated debt:
12% Senior subordinated debentures due
April, 1996 - 7,500,000
12.5% Senior subordinated debentures due
August, 1998 10,000,000 10,000,000
9.6% Senior subordinated debentures due
May, 2002 20,000,000 20,000,000
------------------------------------
30,000,000 37,500,000
Commitments and contingencies (Note 6)
Stockholders' equity:
Common stock ($0.10 par value; 40,000,000 shares
authorized; 36,810,000 and 36,745,000 shares
issued and outstanding at September 27, 1996
and December 31, 1995, respectively) 3,681,000 3,674,500
Retained earnings 282,275,668 231,027,814
------------------------------------
Total stockholders' equity 285,956,668 234,702,314
------------------------------------
$1,488,570,098 $1,625,160,860
====================================
</TABLE>
See accompanying notes.
4
<PAGE> 5
OLDE Financial Corporation
Consolidated Statements of Operations
For the Three Months and Nine Months Ended
September 27, 1996 and September 29, 1995
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 27, September 29, September 27, September 29,
1996 1995 1996 1995
---------------------------- ----------------------------
<S> <C> <C> <C> <C>
Revenues:
Commissions $30,756,704 $ 39,308,365 $108,045,835 $100,501,740
Principal transactions 24,040,514 45,584,487 90,930,883 113,461,588
Interest 25,375,454 25,430,482 77,367,243 69,353,640
Other 2,987,218 3,404,584 10,150,756 8,563,660
---------------------------- ----------------------------
Total revenues 83,159,890 113,727,918 286,494,717 291,880,628
Expenses:
Employee compensation and benefits 27,900,765 37,700,121 95,167,078 94,836,120
Commissions, floor brokerage and fees 2,397,483 2,613,367 7,477,860 7,368,818
Communications 2,588,508 2,634,260 8,069,955 7,415,132
Advertising and promotional 3,719,474 4,389,159 12,472,622 13,233,694
General and administrative 8,198,292 10,516,524 22,505,439 19,818,294
Interest 10,923,797 11,345,619 34,721,017 30,022,685
Occupancy 5,915,805 5,301,492 17,640,248 14,581,082
Data processing and supplies 2,413,702 2,369,352 7,363,292 6,363,183
---------------------------- ----------------------------
Total expenses 64,057,826 76,869,894 205,417,511 193,639,008
---------------------------- ----------------------------
Income before income taxes 19,102,064 36,858,024 81,077,206 98,241,620
Income tax provision 7,072,200 14,034,000 30,238,200 37,391,000
---------------------------- ----------------------------
Net income $12,029,864 $ 22,824,024 $ 50,839,006 $ 60,850,620
============================ ============================
Net income per common share $ 0.33 $ 0.62 $ 1.38 $ 1.64
============================ ============================
Weighted average shares
outstanding 36,810,000 37,195,000 36,790,849 37,198,315
============================ ============================
</TABLE>
See accompanying notes
5
<PAGE> 6
OLDE Financial Corporation
Consolidated Statements of Cash Flows
For the Nine Months Ended
September 27, 1996 and September 29, 1995
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 27, September 29,
1996 1995
-------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 50,839,006 $ 60,850,620
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 6,965,184 6,066,369
(Increase) decrease in:
Special reserve account for benefit of customers (15,319,861) (998,052)
Deposits with clearing organizations 27,979 387,623
Receivables from customer 167,154,968 (383,669,948)
Receivables from brokers, dealers, and clearing organizations 1,081,501 (11,080,217)
Receivables from others 3,461,707 (385,954)
Securities purchased under agreements to resell (48,593,000) 10,345,000
Securities owned 8,791,738 (13,866,644)
Other assets, net (913,362) 110,469
Increase (decrease) in:
Payables to customers 109,293,219 89,097,381
Payables to brokers and dealers (294,747,982) 233,698,702
Securities sold, not yet purchased 1,936,399 986,245
Accrued income taxes (663,612) 620,496
Accounts payable, accrued expenses and other liabilities 8,067,674 18,491,771
-------------------------------
Net cash provided by (used in) operating activities (2,618,442) 10,653,861
Cash flows used in investing activities:
Capital expenditures (4,019,908) (11,529,574)
Cash flows provided by (used in) financing activities:
Issuance of common stock 415,350 -
Redemption of common stock - (3,315,144)
Payment of Senior Subordinated Debt (7,500,000) -
Principal payments on real estate mortgages (2,546,864) (1,577,060)
Real estate mortgages obtained - 6,677,500
Principal payments on capital lease obligations (1,683,952) (2,891,810)
-------------------------------
Net cash used in financing activities (11,315,466) (1,106,514)
-------------------------------
Net increase (decrease) in cash (17,953,816) (1,982,227)
Cash and cash equivalents at the beginning of period 52,934,492 49,078,410
-------------------------------
Cash and cash equivalents at end of period $ 34,980,676 $ 47,096,183
===============================
</TABLE>
See accompanying notes
6
<PAGE> 7
OLDE Financial Corporation
Notes to Consolidated Financial Statements
September 27,1996
(Unaudited)
1. Business
The accompanying financial statements present the consolidated financial
statements of the Company and its subsidiaries, OLDE Discount Corporation
("OLDE Discount"), American Brokerage Services, Inc. ("ABS"), OLDE Asset
Management, Inc. ("OAM"), OLDE Realty Corporation ("ORC"), OLDE Property
Corporation ("OPC"), OLDE Equipment Corporation ("OEC"), Realty Acquisitions,
Inc. ("RAI"), and Smart Travel, Inc. ("STI"). Material intercompany balances
have been eliminated for all periods presented.
The Company is a financial services company. OLDE Discount engages in a
discount securities brokerage business primarily for retail customers
throughout the United States. OLDE Discount also engages in market making and
specialist activities in common stocks and is a dealer in corporate and
municipal bonds and U. S. Government securities.
Other products and services provided to customers include: stock research and
recommendations; money market funds with sweep provisions for settlement of
customer transactions; fixed-income products; mutual funds; margin accounts;
accounts offering checking privileges; option accounts; and individual
retirement accounts with no annual fee.
OAM provides portfolio management and administrative services to the OLDE
Custodian Fund, a mutual fund sponsor. ORC, OPC, and RAI are engaged in the
acquisition, ownership and operation of commercial real estate, leased
primarily to OLDE Discount. OEC leases computer hardware and software to OLDE
Discount. STI provides travel management and purchasing services primarily to
OLDE Discount. ABS is currently inactive.
2. Significant accounting policies
In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments, which consist only of normal recurring
adjustments, necessary to present fairly the financial position of the Company
at September 27, 1996 and December 31, 1995, and the results of its operations
and its cash flows for the periods ended September 27, 1996 and September 29,
1995. The Company's accounting policies have been consistently followed.
These unaudited consolidated financial statements should be read in conjunction
with the Company's annual report on Form 10-K, and periodic reports on other
Forms 10-Q. Results for interim periods may not be indicative of results for
the entire year.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
OLDE Discount is a registered securities broker-dealer and accounts for
securities transactions (and related commission revenue and expense) on the
trade date basis. The risk of loss on transactions as of trade date is
equivalent to the risk of loss on settlement date and relates to customers' or
other brokers' inability to meet the terms of contracts. Credit risk is
reduced by obtaining and maintaining adequate collateral until the contract is
settled.
7
<PAGE> 8
OLDE Financial Corporation
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
2. Significant accounting policies (continued)
The Company is a party to financial instruments with off balance sheet risk in
its normal course of business. The Company is required, in the event of the
non-delivery of customers' securities owed the Company by other broker-dealers,
or by its customers, to purchase identical securities in the open market. Such
purchases could result in losses not reflected in the accompanying financial
statements.
Securities owned and securities sold, not yet purchased, are carried at market
value. Unrealized gains and losses are reflected in operations. Sales of
securities not yet purchased represent an obligation of the Company to deliver
specified securities at a predetermined date and price. The Company will be
obligated to acquire the required securities at prevailing market prices in the
future to satisfy this obligation.
Securities purchased under agreements to resell are treated as financing
transactions and are carried at the amounts at which the securities will be
subsequently resold as specified in the respective agreements. Collateral
relating to investments in repurchase agreements is held by independent
custodian banks. The securities are valued daily and collateral added whenever
necessary to bring the market value of the underlying collateral equal to or
greater than the repurchase price specified in the contracts.
Depreciation and amortization are provided using both straight-line and
accelerated methods over estimated useful lives of three to thirty nine years.
Leasehold improvements are amortized using both straight-line and accelerated
methods.
The Company considers all non-segregated highly liquid investments (short-term
investments) with a maturity of three months or less when purchased to be cash
equivalents.
The Company does not provide post-employment retirement benefits for any of its
officers, directors or employees.
3. Special reserve account for benefit of customers
U.S. Government securities purchased under agreements to resell and cash have
been segregated in a special reserve account for the exclusive benefit of
customers pursuant to federal regulations under Rule 15c3-3 of the Securities
Exchange Act of 1934.
8
<PAGE> 9
OLDE Financial Corporation
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
4. Receivables
Receivables from customers include amounts due on margin and cash transactions.
The receivables are collateralized by customers' securities held, which are
not reflected in the financial statements.
Receivables from brokers generally are collected within thirty days and are
collateralized by securities in physical possession, on deposit, or receivable
from customers or other brokers. The Company does business with brokers that
for the most part are members of the major securities exchanges.
The Company monitors the credit standing of broker-dealers and customers with
whom it conducts business. In addition, the Company monitors the market value
of collateral held and the market value of securities receivable from others.
The Company obtains additional collateral if insufficient protection against
loss exists.
5. Securities lending
At September 27, 1996, funds obtained under securities lending agreements,
which is included with payables to broker dealers, amounted to $177 million.
Securities loaned are securities held by customers on margin. When loaning
securities OLDE Discount receives cash collateral approximately equal to the
value of the securities loaned. The amount of cash collateral is adjusted
daily for market fluctuations in the value of the securities loaned. Interest
rates paid on the cash collateral fluctuate with short-term interest rates.
6. Bank lines of credit, debt, commitments and contingencies
At September 27, 1996, bank lines of credit available to OLDE Discount amounted
to $180 million. A line of credit in the amount of $80 million may be
withdrawn at the discretion of the bank. A $100 million committed line of
credit expires in August 1997 and, subject to the terms of the agreement, may
be extended for one year at the bank's discretion. Separate commitments for
letters of credit in the amount of $45 million were also available. Short-term
bank loans outstanding under the lines of credit are payable either on demand
or upon expiration of the line of credit and are collateralized by marketable
securities carried for the accounts of margin customers. Loans outstanding
bear interest at broker loan rates.
There were no borrowings under these lines of credit at September 27, 1996 or
December 31, 1995. During 1995 and 1996, there were no compensating balance
requirements related to these lines of credit.
As of September 27, 1996, OLDE Discount had provided a clearing corporation
with letters of credit totaling $36.5 million which satisfied margin deposit
requirements of $31 million. These letters of credit are secured by customers'
margin securities.
9
<PAGE> 10
OLDE Financial Corporation
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
6. Bank lines of credit, debt, commitments and contingencies (continued)
OLDE Discount leases office facilities over varying periods extending to 2005.
The Company's approximate minimum annual rental commitments under
noncancellable operating leases are as follows:
<TABLE>
<S> <C>
1996 $1,343,000
1997 4,498,000
1998 3,263,000
1999 2,360,000
2000 1,417,000
Thereafter 979,000
-----------
$13,860,000
===========
</TABLE>
Certain of the office leases contain renewal options ranging from one to five
years. The office leases generally provide for rent escalation resulting from
increased real estate assessments for real estate taxes and other charges.
Rental expense for office facilities under noncancellable operating leases was
$5,491,000 and $4,584,000, respectively for the nine month periods ended
September 27, 1996 and September 29, 1995.
OLDE Discount is a defendant in a number of civil actions arising out of its
business as a broker-dealer, including a consolidated class action in Federal
court which alleges that 33 securities dealers conspired to fix and maintain
artificial bid-ask spreads on certain securities traded in the National
Association of Securities Dealers Automated Quotation System ("Nasdaq")
over-the-counter market, and other purported class actions. The Company
believes it has meritorious defenses against these claims and intends to assert
them vigorously. It is management's opinion that the disposition of these
claims will not have a material adverse effect on the financial condition of
the Company.
OLDE Discount is the subject of an investigation by the Securities and Exchange
Commission ("SEC"). The investigation has focused on certain sales practices
of the broker-dealer. OLDE Discount has cooperated fully with the SEC and does
not believe that the broker-dealer has engaged in improper activity. However,
at this time this investigation has not been concluded. The SEC may seek to
impose a fine and/or other remedial sanctions on OLDE Discount and/or its
employees.
The Company, its principal shareholder, OLDE Discount and certain affiliates
("the OLDE Parties") and others, have been named as defendants in a civil
action filed on March 17, 1992 by a former executive of the firm. The complaint
alleges various tort, contractual, and statutory claims relative to OLDE
Discount's termination of the former executive's employment, for cause, and
seeks damages of over $20 million together with costs, interest and attorney's
fees. The court issued an order compelling the former executive to arbitrate
substantially all of his claims against the OLDE parties. The Court of Appeals
has compelled arbitration of the remainder of the claims. The Company intends
to vigorously defend all claims that have been made against it in this matter,
and believes that there are substantial meritorious defenses to the causes of
action that have been alleged.
10
<PAGE> 11
OLDE Financial Corporation
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
7. Net capital requirements
OLDE Discount is required to maintain minimum net capital as defined under Rule
15c3-1 of the Securities Exchange Act of 1934 and has elected to comply with
the alternative net capital requirement, which requires a broker-dealer to
maintain minimum net capital equal to the greater of $250,000 or 2% of the
combined aggregate debit balances arising from customer transactions, as
defined. The net capital rule also provides that equity capital may not be
withdrawn or cash dividends paid if resulting net capital would be less than
the greater of 5% of combined aggregate debit items or $250,000. At September
27, 1996, OLDE Discount's net capital of $256.8 million, which was 22% of
aggregate debit items, exceeded by $233.4 million its minimum required net
capital of $23.4 million.
8. Income taxes
The difference between the Company's effective tax rate and the statutory tax
rate is attributable primarily to the effect of state and local taxes.
The Company paid approximately $32.3 million and $37.2 million in income taxes
for the nine month periods ending September 27, 1996 and September 29, 1995,
respectively.
9. Related party transactions
Directors and officers of the Company and their associates maintain cash and
margin accounts with OLDE Discount and execute securities transactions through
OLDE Discount in the ordinary course of business.
OLDE Discount purchases significant advertising and promotional material from
Financial Marketing Services, Inc. ("FMS"), a Michigan corporation wholly-owned
by the majority shareholder of the Company, and North American Printing Company
("North American") formerly Sumner Press, Ltd., a Canadian company controlled
by FMS. North American supplies FMS with substantially all of OLDE Discount's
printed advertising materials. OLDE Discount has agreed to purchase
substantially all of its printed materials from FMS. Minimum annual
advertising purchases under this agreement will be $2.4 million through 1997.
In total, the Company's advertising purchases from FMS amounted to
approximately $8.8 million and $9.7 million for the nine months ending
September 27, 1996 and September 29, 1995, respectively. Other subsidiaries of
FMS charged the Company approximately $642,000 and $730,000 primarily for
mailing and general services for the same periods, respectively.
Cash disbursements (including deposits made for future deliveries) for office
furnishings, office renovation, remodeling materials and other supplies from
Canadian Consumer League, Inc., a company owned by the Company's majority
shareholder, amounted to approximately $853,000 and $2.5 million, respectively
for the nine month periods ended September 27, 1996 and September 29, 1995.
Future rental commitments (see Note 6) include amounts payable to the Company's
majority stockholder under various operating leases covering the Company's and
OLDE Discount's corporate headquarters and other facilities. The leases expire
in 2000, and provide for monthly rental payments of about $67,300. OLDE
Discount pays utilities, real estate taxes and other occupancy expenses under
these leases.
11
<PAGE> 12
OLDE Financial Corporation
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
9. Related party transactions (continued)
At September 27, 1996 and December 31, 1995, the Company held investments of
$22.4 million and $20.4 million, respectively, in shares of money market mutual
funds sponsored and managed by subsidiaries of the Company.
10. Estimated fair values of financial instruments
Generally accepted accounting principles currently require disclosure of
estimated fair values of financial instruments. The Company uses present value
techniques to determine the estimated values of its financial instruments where
quoted market values are not available. These techniques require judgment, and
the estimates may be significantly affected by the assumptions made. A portion
of the Company's financial instruments are securities, traded in nationally
recognized financial markets. These instruments are carried in the Company's
financial statements at quoted market value or the market value for comparable
securities which represents estimated fair value. Changes in market values of
these instruments are reflected in current operating results.
A substantial portion of the Company's other financial instruments, consisting
primarily of customer margin loans and customer credit balances, earn or pay
rates of interest that change in accordance with general changes in short-term
interest rates. Such instruments are carried in the financial statements at
the amount receivable or payable on demand, which is considered to be the
estimated fair value. Outstanding subordinated debentures of the Company pay
rates of interest fixed at the time of their issuance. The estimated value of
these debentures fluctuates inversely to changes in interest rates. The excess
of estimated market value of the debentures compared to their recorded cost
based on interest rates in effect at September 27, 1996 and December 31, 1995,
is not considered material.
The above disclosures do not extend to estimated fair value amounts for items
not defined as financial instruments by FASB No. 107 "Disclosures About Fair
Value of Financial Instruments", for example customer relationships, which
possess significant value.
11. Non cash financing activities
The Company incurred liabilities for capital lease obligations in the amount of
approximately $2.2 million for the nine month period ending September 29, 1995.
Capital lease obligations in the amount of $1.1 million were incurred for the
nine month period ending September 27, 1996. These transactions affected the
Company's recognized liabilities but were not characterized by the receipt or
payment of cash.
12
<PAGE> 13
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
OLDE Financial Corporation
Management's Discussion and Analysis of Financial Condition and Results of
Operations
General
The following discussion of the Company's financial condition and results of
operations for the periods indicated, should be read in conjunction with the
Financial Statements and related notes thereto. Unless otherwise indicated,
all references to the term "Company" refers to OLDE Financial Corporation and
its consolidated subsidiaries.
The business of the Company, like that of other firms in the securities
business, is directly affected by general fluctuations in transaction volumes
and price levels in U.S. securities markets. These are affected by a multitude
of national and international economic and political factors and changing
legislation and regulations, that are unpredictable. Accordingly, results for
any interim period may not necessarily be indicative of results for an entire
fiscal year.
The securities industry is governed by extensive regulation under both Federal
and state laws, including regulation delegated to self-regulatory
organizations. The primary stated purpose of the regulations is the protection
of investors and the securities markets. New legislation, changes in rules by
the SEC and self-regulatory organizations or changes in the interpretation or
enforcement of current regulations may directly affect the methods of operation
and profitability of securities broker-dealers.
As a result of recent regulatory and legislative proposals, the manner in which
the securities brokerage firms conduct business may change. Current practices
may change in response to new rules, advances in technology or increased
disclosure requirements. If implemented, new or modified market systems would
have significant impact on the manner in which all brokerage firms, including
OLDE Discount, conduct business and could have a corresponding negative impact
on revenues. The Company anticipates that it will adapt the conduct of its
business to any new market environment and continue to promote brokerage
services providing benefit and value to its customers.
In July 1996, OLDE Discount and 23 other Nasdaq market-makers settled a
two-year Department of Justice investigation regarding allegations of
anti-competitive pricing behavior in the Nasdaq market. The industry-wide
settlement resolved all aspects of the investigation without admission or
finding of liability. The settlement is consistent with the Company's
commitment to advancing the best interests of its customers. The settlement
contains no monetary fine, and the settling market-makers have undertaken to
comply with specified trading practices and procedures.
Financial Condition
From December 31, 1995, total assets of the Company decreased by $136.6 million
to $1.5 billion at September 27, 1996. Cash decreased by $20 million and firm
investments in repurchase agreements increased by $48.6 million. Net
receivables, consisting primarily of secured customer margin loans, decreased
by $171.7 million.
Total liabilities decreased by $187.8 million from December 31, 1995 to $1.2
billion at September 27, 1996. There was a $109.3 million increase in payables
to customers as customer credit balances increased. There was a $294.7 million
decrease in payables to broker-dealers and clearing organizations, primarily a
result of decreased securities lending balances. Accrued income taxes
decreased by $664,000.
Shareholder's equity increased by $51.3 million during the nine month period to
$286 million primarily as a result of earnings.
13
<PAGE> 14
OLDE Financial Corporation
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)
Results of Operations for the Three Months Ended September 27, 1996
Compared to the Three Months Ended September 29, 1995
Total revenues for the three months ended September 27, 1996 decreased by $30.6
million or 26.9% compared to the three months ended September 29, 1995.
Total expenses decreased by $12.8 million or 16.7%, primarily due to a decrease
in employee compensation expense, including commissions and bonus provisions.
The decrease in commissions reflects the decrease in revenues.
Pretax income decreased by $17.8 million or 48% to $19.1 million. Net income
decreased by $10.8 million or 47.3% to $12 million.
Commission revenue decreased by $8.6 million, or 21.8%, due to the decrease in
retail customer trading activity.
Interest revenue was about equal to that of the prior year. The determinants
of the Company's interest revenue are the average balances of invested assets
and the rates of interest earned. Interest rates on all of these assets
fluctuate with market conditions. The primary components of interest revenue
are identified in Table I.
Table I - Interest Revenue
(Dollars in thousands)
<TABLE>
Three Months Ended Nine Months Ended
September 27, September 29, September 27, September 29,
1996 1995 1996 1995
-------------------------------- --------------------------------
<S> <C> <C> <C> <C>
Customer margin balances $23,403 $23,037 $71,298 $61,557
Repurchase agreements 1,334 1,819 4,045 5,724
U.S. Government securities 72 68 159 180
Securities borrowed 236 435 640 1,171
Other 330 71 1,225 722
-------------------------------- --------------------------------
Total $25,375 $25,430 $77,367 $69,354
================================ ================================
</TABLE>
Revenue from principal transactions decreased by $21.5 million or 47%.
Revenues derived from making markets in equity securities were $18.3 million
and $39.3 million for the three month periods ending September 27, 1996 and
September 29, 1995, respectively. This represents a decrease of $21 million or
53% attributed primarily to decreased trading volume and the impact of changes
in securities regulations affecting the markets for equity securities.
Revenues from dealer activity in fixed income securities were $5.7 million and
$6.3 million for the same periods, respectively. This represents a decrease of
$600,000 or 9.5%. Overall, such trading revenues are affected by a variety of
factors which cannot be predicted including, but not limited to, market
liquidity, volatility, trader skill, national and international economic
conditions, and legislation and regulation affecting the U.S. and international
business and financial communities. Changes in any of these factors may affect
revenue derived from securities trading.
14
<PAGE> 15
OLDE Financial Corporation
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)
Compensation expense decreased by $9.8 million or 26% primarily due to
decreases in commissions and bonus provision. The decrease in commissions
reflects the decrease in revenues. Staffing levels increased from the year
earlier period.
Interest expense decreased by $422,000 or 3.7%. Average customer credit
balances increased somewhat while average securities lending balances were
lower than in the year earlier period. Interest on subordinated debt was
reduced by the maturity of $7.5 million of 12% senior subordinated debentures
in April 1996. The components of interest expense are identified in Table II.
Table II - Interest Expense
(Dollars in thousands)
<TABLE>
Three Months Ended Nine Months Ended
September 27, September 29, September 27, September 29,
1996 1995 1996 1995
-------------------------------- --------------------------------
<S> <C> <C> <C> <C>
Customers credit balances $ 7,321 $ 6,718 $21,997 $18,892
Subordinated loans 793 1,018 2,603 3,053
Securities lending 2,426 3,162 8,901 6,788
Other 384 448 1,220 1,290
--------------------------- --------------------------
Total $10,924 $11,346 $34,721 $30,023
=========================== ==========================
</TABLE>
Advertising and promotion expense decreased by $670,000 or 15.3%.
General and administrative expenses decreased by $2.3 million or 22% for the
quarter.
Provisions for federal, state and local income taxes decreased by $7 million or
49.6% due to lower pre-tax income than in the same period of the previous year.
The difference between the statutory income tax rate and the Company's
effective tax rate is primarily due to provisions for state and local income
taxes.
15
<PAGE> 16
Results of Operations for the Nine Months Ended September 27, 1996
Compared to the Nine Months Ended September 29, 1995
Total revenues for the nine months ended September 27, 1996 decreased by $5.4
million or 1.9% compared to the nine months ended September 29, 1995.
Total expenses increased by $11.8 million or 6.1% primarily due to increases in
general and administrative expenses, occupancy costs, and interest expense.
Pretax income decreased by $17.2 million or 17.5% to $81 million. Net income
decreased by $10 million or 16.5% to $50.8 million.
Although down for the third quarter, commission revenue increased by $7.5
million or 7.5% for the nine month period as compared to the nine month total
for 1995.
Interest revenue increased by $8 million or 11.6%, primarily due to increased
average customer margin loans outstanding over the nine month period,
particularly the first half. The determinants of the Company's interest
revenue are the average balances of invested assets and the rates of interest
earned. Interest rates on all of these assets fluctuate with market
conditions. The primary components of interest revenue are identified in Table
I.
Revenue from principal transactions decreased by $22.5 million or 19.9%.
Revenues derived from making markets in equity securities were $70.8 million
and $94.4 million for the nine month periods ending September 27, 1996 and
September 29, 1995 respectively. This represents a decrease of $23.6 million
or 25% attributed primarily to decreased trading volume and the impact of
changes in securities regulations affecting the markets for equity securities.
Revenues from dealer activity in fixed income securities were $20.1 million and
$19 million for the respective periods. This represents an increase of $1.1
million or 6%. The Company has sought to increase its dealer business in fixed
income securities, including high quality preferred stocks, municipal and
corporate bonds.
Trading revenues are subject to a variety of factors including, but not limited
to, market liquidity, volatility, trader skill, changes in regulations, and
economic conditions. Changes in any of these factors may affect revenue
derived from securities trading.
Compensation expense was approximately equal to that of the prior year period.
Interest expense increased by $4.7 million or 15.6%, due to increases in
average customer credit and securities lending balances for the nine month
period. The components of interest expense are identified in Table II.
Advertising and promotion expense decreased $761,000 or 5.8%. Occupancy
expense increased $3.1 million or 21%. The Company continued to refurbish
offices and purchase or lease larger branch office locations.
General and administrative expenses increased $2.7 million or 13.6%. The
increase resulted from both general business activities and expenses related to
legal matters generally described in Note 6 to the consolidated financial
statements.
Communication expense increased $655,000 or 8.8%, mostly as a result of adding
telephone lines to service higher staffing levels.
Provisions for federal, state, and local income taxes decreased by $7.2 or
19.1% due to a decrease in pre-tax income. The difference between the
statutory income tax rate and the Company's effective tax rate is due primarily
to provisions for state and local income taxes.
16
<PAGE> 17
OLDE Financial Corporation
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)
Liquidity and Capital Resources
Most of the Company's assets are highly liquid, consisting primarily of cash,
U.S. Government and U.S. Government agencies securities purchased under
agreements to resell ( which may be segregated for the exclusive benefit of
customers pursuant to regulatory requirements), marketable securities and
receivables from customers and other broker-dealers. As of September 27, 1996,
approximately $25.6 million of U.S. Government securities purchased under
agreements to resell and cash were segregated in special reserve accounts of
OLDE Discount for the exclusive benefit of customers. Assets in special
reserve accounts are not available to meet obligations of OLDE Discount except
to customers. Receivables from customers are collateralized by readily
marketable securities in accordance with margin regulations. Receivables from
other broker-dealers represent amounts due upon the Company's delivery of
securities, either to settle a sell transaction or close a stock borrowed
position.
The Company does not regularly hold for its own account or actively engage in
the trading of either fixed income securities rated below investment grade
("junk bonds"), derivative securities ("derivatives"), or "penny stocks". As
an accommodation to customers, the Company may occasionally hold immaterial
positions of such items on a temporary basis.
With the exception of subordinated indebtedness, substantially all of OLDE
Discount's liabilities are due on demand of customers or within 30 days. OLDE
Discount has historically maintained investment durations of less than 30 days
through investment in repurchase agreements.
Customer credit balances have provided the Company's principal subsidiary, OLDE
Discount, with the primary source of funds for financing customer margin loans.
OLDE Discount has obtained funds from securities lending activities,
subordinated borrowings, and cash generated by operations. Management believes
that such sources of funds will continue to provide financing for OLDE Discount
in the future.
OLDE Discount has arranged $180 million in secured lines of credit and letters
of credit from two banks and it has periodically drawn on these lines of
credit. Average daily borrowings, under the Company's current bank
arrangements, were less than $275,000 and there were no amounts outstanding at
any month end date under the lines of credit during the nine months ending
September 27, 1996.
On April 1, 1996, the Company redeemed its $7.5 million of 12% senior
subordinated debentures.
OLDE Property Corporation, the primary real estate subsidiary of the Company,
acquired funds through the Company's subordinated debt offering in 1992 and has
subsequently arranged mortgage financing for additional real estate
acquisitions. To the extent that the Company continues to increase its real
property interests, an increased percentage of the Company's consolidated
assets will not be liquid.
As a broker-dealer registered with the Securities and Exchange Commission, OLDE
Discount is subject to regulatory net capital requirements designed to ensure
the financial integrity and liquidity of broker-dealers. As of September 27,
1996, OLDE Discount had net capital for regulatory purposes of $256.8 million
which exceeded its minimum net capital requirement by $233.4 million. See
also, Note 7 to Consolidated Financial Statements.
17
<PAGE> 18
Part II. - Other Information
Item 6. Exhibits and Reports on Form 8-K
(b) There were no reports filed on Form 8-K during the
quarterly period ended September 27, 1996.
18
<PAGE> 19
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.
Dated: November 5, 1996 OLDE Financial Corporation
--------------------------
(Registrant)
By:/s/ Randal J. Mudge
--------------------------
Randal J. Mudge
President and Director
By:/s/ Mack H. Sutton
--------------------------
Mack H. Sutton
Chief Financial Officer
19
<PAGE> 20
Exhibit Index
Exhibit
No. Description
- ------- -----------
27 Broker-Dealers and Broker Dealer Holding Companies
Financial Data Schedule BD, which is submitted electronically
to the Securities and Exchange Commission for information only
and not filed.
20
<TABLE> <S> <C>
<ARTICLE> BD
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-27-1996
<CASH> 12,540
<RECEIVABLES> 1,128,239
<SECURITIES-RESALE> 173,659
<SECURITIES-BORROWED> 19,194
<INSTRUMENTS-OWNED> 36,732
<PP&E> 55,819
<TOTAL-ASSETS> 1,488,570
<SHORT-TERM> 0
<PAYABLES> 987,707
<REPOS-SOLD> 0
<SECURITIES-LOANED> 177,002
<INSTRUMENTS-SOLD> 7,904
<LONG-TERM> 30,000
0
0
<COMMON> 3,681
<OTHER-SE> 282,276
<TOTAL-LIABILITY-AND-EQUITY> 1,488,570
<TRADING-REVENUE> 84,922
<INTEREST-DIVIDENDS> 77,367
<COMMISSIONS> 108,046
<INVESTMENT-BANKING-REVENUES> 6,009
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 34,721
<COMPENSATION> 95,167
<INCOME-PRETAX> 81,077
<INCOME-PRE-EXTRAORDINARY> 81,077
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,839
<EPS-PRIMARY> 1.38
<EPS-DILUTED> 1.38
</TABLE>
