<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 26, 1997
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
(Exact name of registrant as specified in its charter)
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<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:
<TABLE>
<S> <C>
Common stock, $0.10 par value 30,919,308
----------------------------- --------------------------------------
Class Outstanding as of November 7, 1997
</TABLE>
1
<PAGE> 2
OLDE Financial Corporation
Form 10-Q
For the Period Ended September 26, 1997
<TABLE>
<CAPTION>
Page
Part I. Financial Information
<S> <C> <C>
Item 1. Financial Statements
Consolidated Statements of Financial
Condition - September 26, 1997 (Unaudited)
and December 31, 1996 3
Consolidated Statements of Operations
Three & Nine Months Ended September 26, 1997
and September 27, 1996 (Unaudited) 5
Consolidated Statements of Cash Flows
Nine Months Ended September 26, 1997 and
September 27, 1996 (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 19
Signature 20
</TABLE>
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Some of the statements under "Business" and "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. Such risks and uncertainties include, but are not
limited to, the effect of national and international economic and political
conditions on the securities industry generally, the impact of competitive
products and services on the Company's business specifically, and the Company's
ability to introduce new products successfully. Other factors include changes
in securities rules and regulations affecting the Company's business, revisions
in regulatory bodies' interpretations of these rules and regulations, Federal
Reserve Board policies and actions with regard to interest rates, news media
reports on securities valuations, changes in the taxation of securities
transactions, alterations in customer investment product preferences, and other
risks. Business risk and uncertainty being inherent in these components of the
Company's business environment, there can be no assurance that projections in
such forward-looking statements will be realized.
2
<PAGE> 3
Part I. - Financial Information
Item 1. - Financial Statements
OLDE Financial Corporation
Consolidated Statements of Financial Condition
September 26, 1997 and December 31, 1996
<TABLE>
<CAPTION>
September 26, December 31,
1997 1996
(Unaudited)
----------------------------------------
Assets:
<S> <C> <C>
Cash $ 14,216,828 $ 36,318,892
Short term investments - at cost which approximates
market 23,688,760 22,811,775
U.S. Government and U.S. Government Agencies securities
purchased under agreements to resell - at resale amount 161,500,000 179,974,000
Special reserve account for benefit of customers:
U.S. Government securities purchased under
agreements to resell - at resale amount 219,583,000 119,881,000
Cash 6,690 6,201
----------------------------------------
219,589,690 119,887,201
Deposits with clearing organizations:
Cash 1,735,000 2,004,965
U.S. Government and other securities - at market 4,560,150 3,689,434
----------------------------------------
6,295,150 5,694,399
Receivables:
Customers 1,122,534,679 1,153,541,049
Brokers, dealers and clearing organizations 24,275,015 24,270,894
Other, including $621,007 and $323,168 from,
affiliates at September 26, 1997 and December 31, 1996,
respectively 8,264,962 7,030,219
Less reserve for doubtful accounts (1,808,764) (1,700,182)
----------------------------------------
1,153,265,892 1,183,141,980
Securities owned - at market 38,756,556 37,910,060
Property and equipment - at cost less accumulated
depreciation and amortization of $38,079,772 and $30,832,793
at September 26, 1997 and December 31, 1996, respectively 50,692,405 55,453,237
Exchange memberships - at cost 793,778 808,778
Other 8,405,673 8,227,953
----------------------------------------
$ 1,677,204,732 $ 1,650,228,275
========================================
See accompanying notes
</TABLE>
3
<PAGE> 4
OLDE Financial Corporation
Consolidated Statements of Financial Condition
September 26, 1997 and December 31, 1996
<TABLE>
<CAPTION>
September 26, December 31,
1997 1996
(Unaudited)
----------------------------------------
<S> <C> <C>
Liabilities and Stockholders' Equity:
Payable to customers $ 1,096,754,497 $ 1,087,561,270
Payable to brokers and dealers 190,362,839 179,341,557
Securities sold, not yet purchased - at market 8,768,854 6,989,535
Accrued income taxes 4,062,400 3,552,574
Real estate mortgages 11,806,591 13,410,599
Capital lease obligations 2,724,537 4,226,682
Accounts payable, accrued expenses and other
including $1,068,766 and $1,178,963 to affiliates
at September 26, 1997 and December 31, 1996,
respectively 44,228,633 26,281,213
----------------------------------------
1,358,708,351 1,321,363,430
Subordinated debt:
12.5% Senior subordinated debentures due
August, 1998 9,422,000 10,000,000
9.6% Senior subordinated debentures due
May, 2002 17,201,850 20,000,000
----------------------------------------
26,623,850 30,000,000
Commitments and contingencies (Note 6)
Stockholders' equity:
Common stock ($0.10 par value; 40,000,000 shares
authorized; 30,984,155 and 36,810,000 shares
issued and outstanding at September 26, 1997
and December 31, 1996, respectively) 3,098,415 3,681,000
Retained earnings 288,774,116 295,183,845
----------------------------------------
Total stockholders' equity 291,872,531 298,864,845
----------------------------------------
$ 1,677,204,732 $ 1,650,228,275
========================================
See accompanying notes.
</TABLE>
4
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OLDE Financial Corporation
Consolidated Statements of Operations
For the Three and Nine Months Ending
September 26, 1997 and September 27, 1996
(Unaudited)
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<CAPTION>
Three Months Ended Nine Months Ended
September 26, September 27, September 26, September 27,
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
Revenues:
Commissions $ 45,636,393 $ 30,756,704 $ 122,826,904 $108,045,835
Principal transactions 18,785,913 24,040,514 58,131,122 90,930,883
Interest 27,478,408 25,375,454 78,553,019 77,367,243
Other 4,816,850 2,987,218 12,404,350 10,150,756
-------------------------------- -----------------------------
Total revenues 96,717,564 83,159,890 271,915,395 286,494,717
Expenses:
Employee compensation and benefits 36,137,562 27,900,765 100,716,022 95,167,078
Commissions, floor brokerage and fees 2,642,832 2,397,483 7,602,450 7,477,860
Communications 1,834,541 2,588,508 5,966,715 8,069,955
Advertising and promotional 3,337,959 3,719,474 11,569,325 12,472,622
General and administrative 7,323,840 8,198,292 21,675,271 22,505,439
Interest 12,677,683 10,923,797 35,396,907 34,721,017
Occupancy 5,475,968 5,915,805 16,821,650 17,640,248
Data processing and supplies 2,653,474 2,413,702 7,766,705 7,363,292
-------------------------------- -----------------------------
Total expenses 72,083,859 64,057,826 207,515,045 205,417,511
-------------------------------- -----------------------------
Income before income taxes 24,633,705 19,102,064 64,400,350 81,077,206
Income tax provision 9,363,000 7,072,200 23,903,000 30,238,200
-------------------------------- -----------------------------
Net income $ 15,270,705 $ 12,029,864 $ 40,497,350 $50,839,006
================================ =============================
Net income per common share $0.49 $0.33 $1.27 $1.38
================================ =============================
Weighted average shares
outstanding 30,984,155 36,810,000 31,736,651 36,790,849
=============================== =============================
See accompanying notes
</TABLE>
5
<PAGE> 6
OLDE Financial Corporation
Consolidated Statements of Cash Flows
For the Nine Months Ended
September 26, 1997 and September 27, 1996
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 26, September 27,
1997 1996
------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 40,497,350 $ 50,839,006
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 7,628,471 6,965,184
(Increase) decrease in:
Special reserve account for benefit of customers (99,702,489) (15,319,861)
Deposits with clearing organizations (600,751) 27,979
Receivables from customer 31,006,370 167,154,968
Receivables from brokers, dealers, and clearing organizations (4,121) 1,081,501
Receivables from others (1,521,157) 3,461,707
Securities purchased under agreements to resell 18,474,000 (48,593,000)
Securities owned (846,496) 8,791,738
Other assets, net (162,720) (913,362)
Increase (decrease) in:
Payables to customers 9,193,227 109,293,219
Payables to brokers and dealers 11,021,282 (294,747,982)
Securities sold, not yet purchased 1,779,319 1,936,399
Accrued income taxes 509,826 (663,612)
Accounts payable, accrued expenses and other liabilities 18,342,416 8,067,674
-----------------------------------
Net cash provided by (used in) operating activities 35,614,527 (2,618,442)
Cash flows used in investing activities:
Capital expenditures (2,126,405) (4,019,908)
Cash flows provided by (used in) financing activities:
Repurchase of bonds 9.6% interest (2,798,150) -
Repurchase of bonds 12.5% interest (578,000) -
Issuance of common stock - 415,350
Redemption of common stock (47,489,664) -
Payment of Senior Subordinated Debentures - (7,500,000)
Principal payments on real estate mortgages (2,206,065) (2,546,864)
Real estate mortgages obtained 602,057 -
Principal payments on capital lease obligations
(2,243,379) (1,683,952)
----------------------------------
Net cash used in financing activities (54,713,201) (11,315,466)
----------------------------------
Net decrease in cash (21,225,079) (17,953,816)
Cash and cash equivalents at the beginning of period 59,130,667 52,934,492
----------------------------------
Cash and cash equivalents at end of period $ 37,905,588 $ 34,980,676
==================================
See accompanying notes
</TABLE>
6
<PAGE> 7
OLDE Financial Corporation
Notes to Consolidated Financial Statements
September 26,1997
(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 money market fund series. 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 26, 1997 and December 31, 1996, and the results of its operations
and its cash flows for the periods ended September 26, 1997 and September 27,
1996. 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
the normal course of its 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 26, 1997, funds obtained under securities lending agreements,
which is included with payables to broker dealers, amounted to $190 million.
At December 31, 1996, the securities lending amount was $177.4 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 26, 1997, 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. The Company has a $100 million
committed line of credit that expires in August 1998. Subject to the terms of
the agreement, this line of credit may be extended for one year at the bank's
discretion. Separate commitments for letters of credit in the amount of $75
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 26, 1997 or
December 31, 1996. During 1996 and 1997, there were no compensating balance
requirements related to these lines of credit.
As of September 26, 1997, OLDE Discount had provided a clearing corporation
with letters of credit totaling $42.5 million that satisfied margin deposit
requirements of $42 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 2002.
The Company's approximate minimum annual rental commitments under
non-cancelable operating leases are as follows:
1997 $ 1,500,000
1998 5,233,000
1999 3,926,000
2000 2,530,000
2001 1,534,000
Thereafter 1,001,000
-----------
$15,724,000
===========
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 non- cancelable operating leases was
$5,298,000 and $5,491,000, respectively for the nine month periods ended
September 26, 1997 and September 27, 1996.
OLDE Discount is a defendant and respondent in a number of civil actions,
arbitrations, and class actions arising out of its business as a broker-dealer,
including a consolidated certified class action in Federal court which alleges
that 35 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.
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 $1,000,000 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 $1,000,000. At
September 26, 1997, OLDE Discount's net capital of $259.6 million, which was
22% of aggregate debit items, exceeded by $235.9 million its minimum
required net capital of $23.7 million.
In February 1997, the Board of Directors of OLDE Discount Corporation approved
the payment of cash dividends to the Company in the amount of $45,124,940 which
were paid in the first quarter of 1997. The Company utilized the funds
obtained from the dividends to redeem shares of its capital stock.
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 $23.5 million and $32.3 million in income taxes
for the nine month periods ending September 26, 1997 and September 27, 1996,
respectively.
9. Related party transactions
Directors and officers of the Company and their associates maintain cash
accounts 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 $8.7 million and $8.8 million for the nine months ending
September 26, 1997 and September 27, 1996, respectively. Other subsidiaries of
FMS charged the Company approximately $692,000 and $642,000 in the same
periods, respectively, primarily for mailing and general services.
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 $129,000 and $853,000, respectively for
the nine month periods ended September 26, 1997 and September 27, 1996.
11
<PAGE> 12
OLDE Financial Corporation
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
9. Related party transactions (continued)
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 $67,300. OLDE Discount
pays utilities, real estate taxes and other occupancy expenses under these
leases.
At September 26, 1997 and December 31, 1996, the Company held investments of
$18.6 million and $22.8 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 26, 1997 and December 31, 1996
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 $741,000 and $1.1 million for the nine month periods ending
September 26, 1997 and September 27, 1996, respectively. 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 initiatives, the manner in
which the securities brokerage firms conduct business has changed and continues
to 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.
Financial Condition
From December 31, 1996, total assets of the Company increased by $27 million to
$1.68 billion at September 26, 1997. Cash decreased by $22.1 million and firm
investments in repurchase agreements decreased by $18.5 million. Funds
invested in the Special Reserve Account for the exclusive benefit of customers
increased by $99.7 million. Net receivables, consisting primarily of secured
customer margin loans, decreased by $30 million.
Total liabilities increased by $34 million from December 31, 1996 to $1.4
billion at September 26, 1997. There was a $9.2 million increase in payables
to customers and an $11 million increase in payables to broker-dealers and
clearing organizations, primarily a result of increased securities lending
balances.
Shareholders' equity decreased by $7 million during the nine month period to
$292 million as a result of stock redemptions. In February 1997, the Board of
Directors of OLDE Discount approved the payment of cash dividends to the
Company in the amount of $45,124,940 and the Board of Directors of OLDE Asset
Management approved the payment of cash dividends to the Company in the amount
of $2,250,000. The dividends were paid in the first quarter of 1997. The
Company utilized the funds obtained from the dividends to redeem 5,812,876
shares of its capital stock at $8.15 per share, for total consideration of
$47,374,940. This reduction in shareholders' equity was offset, in part, by
the addition of $40.5 million in net income during the nine month period.
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 26, 1997
Compared to the Three Months Ended September 27, 1996
Total revenues for the three months ended September 26, 1997 increased by $13.6
million or 16.3% compared to the three months ended September 27, 1996. The
increase in revenues resulted from an increase in transaction volume.
Total expenses increased by $8 million or 12.5%, primarily due to increases in
employee compensation and interest expense.
Pretax income increased by $5.5 million or 29% to $24.6 million. Net income
increased by $3.2 million or 26.9% to $15.3 million.
Commission revenue increased by $14.9 million, or 48.4%, primarily due to an
increase in transaction volume.
Interest revenue increased $2.1 million or 8.3% from 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>
<CAPTION>
Table I - Interest Revenue
(Dollars in thousands)
Three Months Ended Nine Months Ended
Sept. 26, Sept. 27, Sept. 26, Sept. 27,
1997 1996 1997 1996
------------------------ ---------------------------
<S> <C> <C> <C> <C>
Customer margin balances $ 21,130 $ 23,403 $ 62,454 $ 71,298
Repurchase agreements 5,795 1,334 14,333 4,045
U.S. Government securities 57 72 193 159
Securities borrowed 250 236 661 640
Other 246 330 912 1,225
------------------------- ---------------------------
Total $ 27,478 $ 25,375 $ 78,553 $ 77,367
========================= ===========================
</TABLE>
Revenue from principal transactions decreased by $5.3 million or 21.9%.
Revenues derived from market making in equity securities were $11.2 million and
$18.3 million for the three month periods ending September 26, 1997 and
September 27, 1996, respectively. This represents a decrease of $7.1 million
or 39% which is primarily attributable to the impact of the SEC's new order
handling rules on market making activities in U.S. securities markets including
the market making activities of OLDE Discount. Revenues from dealer activity
in fixed income securities were $7.6 million and $5.7 million for the same
periods, respectively. This represents an increase of $1.9 million or 33.2%.
The increase is primarily attributed to an increase in sales of unit investment
trusts. 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 domestic and international financial
services communities. Changes in any of these factors may affect future
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 increased $8.2 million or 29.5%, largely due to an
increase in commission expense. The increase in commission expense resulted
from both the increase in revenue for the period and modification of commission
formulas.
Interest expense increased by $1.8 million or 16.1%. Average customer credit
balances increased somewhat while average securities lending balances were
lower than in the year earlier period. Interest on subordinated debt was lower
in the first half of 1997 as a result of 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>
<CAPTION>
Table II - Interest Expense
(Dollars in thousands)
Three Months Ended Nine Months Ended
Sept. 26, Sept. 27, Sept. 26, Sept. 27,
1997 1996 1997 1996
------------------------- -------------------------
<S> <C> <C> <C> <C>
Customers credit balances $ 9,961 $ 7,321 $ 27,516 $ 21,997
Subordinated loans 791 793 2,376 2,603
Securities lending 1,731 2,426 4,691 8,901
Other 195 384 814 1,220
------------------------- -------------------------
Total $ 12,678 $10,924 $ 35,397 $ 34,721
========================= =========================
</TABLE>
Advertising and promotion expense decreased by $382,000 or 10.3%.
Communication expense decreased by $754,000 or 29.1% as a result of cost
savings.
General and administrative expenses decreased by $874,000 or 10.7% for the
quarter. The decrease is primarily due to general decreases in expenses.
Provisions for federal, state and local income taxes increased by $2.3 million
or 32.4% due to higher pre-tax income than in the year earlier period. 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
OLDE Financial Corporation
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)
Results of Operations for the Nine Months Ended September 26, 1997
Compared to the Nine Months Ended September 27, 1996
Total revenues for the nine months ended September 26, 1997 decreased by $14.6
million or 5.1% compared to the nine months ended September 27, 1996. The
decrease was due primarily to a reduction in revenues from principal
transactions.
Total expenses increased by $2.1 million or 1%, primarily due to increases in
employee compensation.
Pretax income decreased by $16.7 million or 20.6% to $64.4 million. Net income
decreased by $10.3 million or 20.3% to $40.5 million.
Commission revenue increased $14.8 million or 13.7% compared to commission
revenue in the prior year period.
Interest revenue increased $1.2 million or 1.5% from the prior year primarily
due to an increase in investments . 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. Customer margin loans outstanding decreased as compared to the same period
in the previous year.
Revenue from principal transactions decreased by $32.8 million or 36%.
Revenues derived from market making in equity securities were $36.5 million and
$70.8 million for the nine month periods ending September 26, 1997 and
September 27, 1996, respectively. This represents a decrease of $34.3 million
or 48.4% which is primarily attributable to the impact of the SEC's new order
handling rules on market making activities in U.S. securities markets,
including the market making activities of OLDE Discount. Revenues from dealer
activity in fixed income securities were $21.6 million and $20.1 million for
the respective periods. This represents a increase of $1.5 million or 7.4%.
The increase is primarily from an increase in sales of unit investment trusts.
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 domestic and international financial
services communities. Changes in any of these factors may affect future
revenue derived from securities trading.
Compensation expense increased $5.6 million or 5.8%, primarily due to
increases in commissions and bonus provisions. Staffing levels decreased from
the year earlier period.
Interest expense increased by $676,000 or 1.9%. Average customer credit
balances increased while average securities lending balances and rebate rates
were lower than in the year earlier period. On a comparative basis, interest on
subordinated debt was lower in the 1997 period as a result of the maturity of
$7.5 million of 12% senior subordinated debentures in April 1996. The components
of interest expense are identified in Table II.
Advertising and promotion expense decreased by $903,000 or 7.2%. Communication
expense decreased $2.1 million or 26.1% as a result of cost saving measures
taken.
General and administrative expenses decreased by $830,000 or 3.7% for the nine
month period. The decrease is primarily due to general decreases in expenses.
Provisions for federal, state and local income taxes decreased by $16.7 million
or 20.6% due to lower pre-tax income than in the year earlier period. 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.
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 26,
1997, approximately $219.6 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 about $165,300 and there were no amounts outstanding at any
month end date under the lines of credit during the nine months ending
September 26, 1997.
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 26,
1997, OLDE Discount had net capital for regulatory purposes of $259.6 million
which exceeded its minimum net capital requirement by $235.9 million. See
also, Note 7 to Consolidated Financial Statements.
In February 1997, the Board of Directors of OLDE Discount approved the payment
of cash dividends to the Company in the amount of $45,124,940 and the Board of
Directors of OLDE Asset Management approved the payment of cash dividends to
the company in the amount of $2,250,000. The dividends were paid in the first
quarter of 1997. The Company utilized all the funds obtained from the
dividends and redeemed 5,812,876 shares of its capital stock at $8.15 per
share, for total consideration of $47,374,940.
17
<PAGE> 18
The Financial Accounting Standards Board (FASB) issued this year "Statements of
Financial Accounting Standards No. 125, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities; No. 128, Earnings Per
Share; and No. 129, Disclosure of Information about Capital Structure." The
adoption of these standards will not have a material effect on the Company's
financial statements.
18
<PAGE> 19
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 26, 1997.
19
<PAGE> 20
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 7, 1997 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
20
<PAGE> 21
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.
21
<TABLE> <S> <C>
<ARTICLE> BD
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-26-1997
<CASH> 37,906
<RECEIVABLES> 1,135,288
<SECURITIES-RESALE> 381,083
<SECURITIES-BORROWED> 17,978
<INSTRUMENTS-OWNED> 38,757
<PP&E> 50,692
<TOTAL-ASSETS> 1,677,205
<SHORT-TERM> 0
<PAYABLES> 1,097,150
<REPOS-SOLD> 0
<SECURITIES-LOANED> 189,968
<INSTRUMENTS-SOLD> 8,769
<LONG-TERM> 26,624
0
0
<COMMON> 3,098
<OTHER-SE> 291,873
<TOTAL-LIABILITY-AND-EQUITY> 1,677,205
<TRADING-REVENUE> 56,254
<INTEREST-DIVIDENDS> 78,553
<COMMISSIONS> 122,827
<INVESTMENT-BANKING-REVENUES> 1,877
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 35,397
<COMPENSATION> 100,716
<INCOME-PRETAX> 64,400
<INCOME-PRE-EXTRAORDINARY> 64,400
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,497
<EPS-PRIMARY> 1.27
<EPS-DILUTED> 1.27
</TABLE>
