<PAGE> 1
OLDE FINANCIAL CORPORATION
751 GRISWOLD STREET
DETROIT, MI 48226
August 8, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington D.C. 20549
To whom it may concern:
Pursuant to regulations of the Securities and Exchange Commission, submitted
herewith for filing on behalf of OLDE Financial Corporation (the "Company") is
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June
27, 1997.
This filing is being effected by direct transmission to the Commission's EDGAR
System.
Sincerely,
Mack H. Sutton
Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE> 2
.
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 June 27, 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
-------------------------------------------------------
OLDE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2722519
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
751 Griswold Street Detroit, Michigan 48226
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(313) 961-6666
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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 30,984,155
----------------------------- --------------------------------
Class Outstanding as of August 8, 1997
1
<PAGE> 3
OLDE Financial Corporation
Form 10-Q
For the Period Ended June 27, 1997
Page
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Financial
Condition - June 27, 1997 (Unaudited)
and December 31, 1996 3
Consolidated Statements of Operations
Three & Six Months Ended June 27, 1997
and June 28, 1996 (Unaudited) 5
Consolidated Statements of Cash Flows
Six Months Ended June 27, 1997 and
June 28, 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 18
Signature 19
</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> 4
Part I. - Financial Information
Item 1. - Financial Statements
OLDE Financial Corporation
Consolidated Statements of Financial Condition
June 27, 1997 and December 31, 1996
<TABLE>
<CAPTION>
June 27, December 31,
1997 1996
(Unaudited)
-------------------------------
<S> <C> <C>
Assets:
Cash $ 21,347,687 $ 36,318,892
Short term investments - at cost which approximates
market 22,095,161 22,811,775
U.S. Government and U.S. Government Agencies securities
purchased under agreements to resell - at resale amount 90,000,000 179,974,000
Special reserve account for benefit of customers:
U.S. Government securities purchased under
agreements to resell - at resale amount 305,411,000 119,881,000
Cash 6,755 6,201
----------- -----------
305,417,755 119,887,201
Deposits with clearing organizations:
Cash 2,004,965 2,004,965
U.S. Government and other securities - at market 3,770,617 3,689,434
----------- -----------
5,775,582 5,694,399
Receivables:
Customers 1,007,902,481 1,153,541,049
Brokers, dealers and clearing organizations 20,105,646 24,270,894
Other, including $298,964 and $323,168 from,
affiliates at June 27, 1997 and December 31, 1996,
respectively 4,986,964 7,030,219
Less reserve for doubtful accounts (1,771,146) (1,700,182)
-------------- --------------
1,031,223,945 1,183,141,980
Securities owned - at market 30,445,092 37,910,060
Property and equipment - at cost less accumulated
depreciation and amortization of $35,815,369 and $30,832,793
at June 27, 1997 and December 31, 1996, respectively 52,237,767 55,453,237
Exchange memberships - at cost 808,778 808,778
Other 8,119,972 8,227,953
-------------- --------------
$1,567,471,739 $1,650,228,275
============== ==============
</TABLE>
See accompanying notes
3
<PAGE> 5
OLDE Financial Corporation
Consolidated Statements of Financial Condition
June 27, 1997 and December 31, 1996
<TABLE>
<CAPTION>
June 27, December 31,
1997 1996
(Unaudited)
-------------- --------------
<S> <C> <C>
Liabilities and Stockholders' Equity:
Payable to customers $1,009,336,642 $1,087,561,270
Payable to brokers and dealers 188,726,783 179,341,557
Securities sold, not yet purchased - at market 8,663,720 6,989,535
Accrued income taxes 3,571,046 3,552,574
Real estate mortgages 12,541,946 13,410,599
Capital lease obligations 3,415,311 4,226,682
Accounts payable, accrued expenses and other
including $1,301,182 and $1,178,963 to affiliates
at June 27, 1997 and December 31, 1996,
respectively 37,745,465 26,281,213
-------------- --------------
1,264,000,913 1,321,363,430
Subordinated debt:
12.5% Senior subordinated debentures due
August, 1998 9,462,000 10,000,000
9.6% Senior subordinated debentures due
May, 2002 17,407,000 20,000,000
-------------- --------------
26,869,000 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 June 27, 1997
and December 31, 1996, respectively) 3,098,415 3,681,000
Retained earnings 273,503,411 295,183,845
-------------- --------------
Total stockholders' equity 276,601,826 298,864,845
-------------- --------------
$1,567,471,739 $1,650,228,275
============== ==============
</TABLE>
See accompanying notes.
4
<PAGE> 6
OLDE Financial Corporation
Consolidated Statements of Operations
For the Three and Six Months Ending
June 27, 1997 and June 28, 1996
(Unaudited)
<TABLE>
Three Months Ended Six Months Ended
June 27, June 28, June 27, June 28,
1997 1996 1997 1996
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Commissions $38,331,716 $ 40,600,794 $ 77,190,511 $ 77,289,131
Principal transactions 17,498,196 34,680,660 39,345,209 66,890,369
Interest 26,089,317 26,309,785 51,074,611 51,991,789
Other 4,180,347 3,898,765 7,587,500 7,163,538
----------- ------------ ------------ ------------
Total revenues 86,099,576 105,490,004 175,197,831 203,334,827
Expenses:
Employee compensation and benefits 33,300,273 35,982,301 64,578,460 67,266,313
Commissions, floor brokerage and fees 2,296,587 2,509,244 4,959,618 5,080,377
Communications 1,816,449 2,914,692 4,132,174 5,481,447
Advertising and promotional 4,075,091 4,813,305 8,231,366 8,753,148
General and administrative 7,023,814 7,775,372 14,351,431 14,307,147
Interest 11,838,134 12,068,461 22,719,224 23,797,220
Occupancy 5,884,223 5,653,958 11,345,682 11,724,443
Data processing and supplies 2,614,472 2,436,757 5,113,231 4,949,590
----------- ------------ ------------ ------------
Total expenses 68,849,043 74,154,090 135,431,186 141,359,685
----------- ------------ ------------ ------------
Income before income taxes 17,250,533 31,335,914 39,766,645 61,975,142
Income tax provision 6,265,000 11,610,000 14,540,000 23,166,000
----------- ------------ ------------ ------------
Net income $10,985,533 $ 19,725,914 $ 25,226,645 $ 38,809,142
=========== ============ ============ ============
Net income per common share $ 0.36 $ 0.53 $ 0.78 $ 1.05
=========== ============ ============ ============
Weighted average shares
outstanding 30,995,556 36,810,000 32,117,127 36,781,167
=========== ============ ============ ============
</TABLE>
See accompanying notes
5
<PAGE> 7
OLDE Financial Corporation
Consolidated Statements of Cash Flows
For the Six Months Ended
June 27, 1997 and June 28, 1996
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 27, June 28,
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 25,226,645 $ 38,809,142
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 4,982,576 4,501,239
(Increase) decrease in:
Special reserve account for benefit of customers (185,530,554) (14,983,265)
Deposits with clearing organizations (81,183) 21,371
Receivables from customer 145,638,568 (66,845,800)
Receivables from brokers, dealers, and clearing organizations 4,165,248 5,685,247
Receivables from others 2,114,219 (1,505,411)
Securities purchased under agreements to resell 89,974,000 98,066,000
Securities owned 7,464,968 14,479,452
Other assets, net 107,981 (975,970)
Increase (decrease) in:
Payables to customers (78,224,628) 3,440,369
Payables to brokers and dealers 9,385,226 (78,575,536)
Securities sold, not yet purchased 1,674,185 3,739,727
Accrued income taxes 18,472 (1,300,435)
Accounts payable, accrued expenses and other liabilities 11,464,252 1,106,274
------------ ------------
Net cash provided by operating activities 38,379,975 5,662,404
Cash flows used in investing activities:
Capital expenditures (1,025,872) (2,910,766)
Cash flows provided by (used in) financing activities:
Repurchase of bonds 9.6% interest (2,593,000) -
Repurchase of bonds 12.5% interest (538,000) -
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 (1,470,710) (1,811,509)
Real estate mortgages obtained 602,057 -
Principal payments on capital lease obligations (1,552,605) (957,051)
------------ ------------
Net cash used in financing activities (53,041,922) (9,853,210)
------------ ------------
Net decrease in cash (15,687,819) (7,101,572)
Cash and cash equivalents at the beginning of period 59,130,667 52,934,492
------------ ------------
Cash and cash equivalents at end of period $ 43,442,848 $ 45,832,920
============ ============
</TABLE>
See accompanying notes
6
<PAGE> 8
OLDE Financial Corporation
Notes to Consolidated Financial Statements
June 27,1997
(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 June 27, 1997 and December 31, 1996, and the results of its operations and
its cash flows for the periods ended June 27, 1997 and June 28, 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> 9
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> 10
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 June 27, 1997, funds obtained under securities lending agreements, which is
included with payables to broker dealers, amounted to $185.9 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 June 27, 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 is arranging to extend a $100
million committed line of credit expiring in August 1997. 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 June 27, 1997 or
December 31, 1996. During 1996 and 1997, there were no compensating balance
requirements related to these lines of credit.
As of June 27, 1997, OLDE Discount had provided a clearing corporation with
letters of credit totaling $39.8 million which satisfied margin deposit
requirements of $37.5 million. These letters of credit are secured by
customers' margin securities.
9
<PAGE> 11
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
noncancellable operating leases are as follows:
<TABLE>
<S> <C>
1997 $ 2,770,000
1998 4,752,000
1999 3,432,000
2000 2,159,000
2001 1,227,000
Thereafter 920,000
-----------
$15,260,000
===========
</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
$3,512,000 and $3,797,000, respectively for the six month periods ended June
27, 1997 and June 28, 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> 12
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 June 27,
1997, OLDE Discount's net capital of $247.3 million, which was 23% of aggregate
debit items, and exceeded by $226.1 million its minimum required net capital of
$21.2 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 $14.4 million and $25.9 million in income taxes
for the six month periods ending June 27, 1997 and June 28, 1996, 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 $6.1 million and $5.5 million for the six months ending June 27,
1997 and June 28, 1996, respectively. Other subsidiaries of FMS charged the
Company approximately $486,000 and $451,000 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 $123,000 and $685,000, respectively for
the six month periods ended June 27, 1997 and June 28, 1996.
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.
11
<PAGE> 13
OLDE Financial Corporation
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
9. Related party transactions (continued)
At June 27, 1997 and December 31, 1996, the Company held investments of $17
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 June 27, 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 $858,000 for the six month periods ending June 27,
1997 and June 28, 1996, respectively. These transactions affected the
Company's recognized liabilities, but were not characterized by the receipt or
payment of cash.
12
<PAGE> 14
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 decreased by $82.8 million
to $1.5 billion at June 27, 1997. Cash decreased by $15.7 million and firm
investments in repurchase agreements decreased by $90 million. Funds invested
in the Special Reserve Account for the exclusive benefit of customers increased
by $185.5 million. Net receivables, consisting primarily of secured customer
margin loans, decreased by $152 million.
Total liabilities decreased by $60.5 million from December 31, 1996 to $1.3
billion at June 27, 1997. There was a $78 million decrease in payables to
customers. There was a $9.4 million increase in payables to broker-dealers and
clearing organizations, primarily a result of increased securities lending
balances.
Shareholders' equity decreased by $22.3 million during the six month period to
$276.6 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 $25.2 million in net income during the six month period.
13
<PAGE> 15
OLDE Financial Corporation
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)
Results of Operations for the Three Months Ended June 27, 1997
Compared to the Three Months Ended June 28, 1996
Total revenues for the three months ended June 27, 1997 decreased by $19.4
million or 18.4% compared to the three months ended June 28, 1996. The
decrease occurred in revenues from principal transactions.
Total expenses decreased by $5.3 million or 7%, primarily due to decreases in
employee compensation, communication, advertising, and general and
administrative expenses.
Pretax income decreased by $14 million or 45% to $17.3 million. Net income
decreased by $8.7 million or 44% to $11 million.
Commission revenue decreased by $2.3 million, or 5.6%, primarily due to a
decrease in transaction volume.
Interest revenue decreased $220,000 or 1% 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 I - Interest Revenue
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 27, June 28, June 27, June 28,
1997 1996 1997 1996
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Customer margin balances $20,695 $24,518 $41,324 $47,895
Repurchase agreements 4,757 1,348 8,538 2,711
U.S. Government securities 40 30 136 87
Securities borrowed 199 193 411 404
Other 399 221 666 895
--------- --------- -------- --------
Total $26,090 $26,310 $51,075 $51,992
========= ========= ======== ========
</TABLE>
Revenue from principal transactions decreased by $17.2 million or 50%.
Revenues derived from market making in equity securities were $10.4 million and
$26.9 million for the three month periods ending June 27, 1997 and June 28,
1996, respectively. This represents a decrease of $16.5 million or 61% 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, and a decrease in trading volume. Revenues
from dealer activity in fixed income securities were $7.1 million and $7.8
million for the same periods, respectively. This represents a decrease of
$650,000 or 8.3%. 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 international and
financial services communities. Changes in any of these factors may affect
future revenue derived from securities trading.
14
<PAGE> 16
OLDE Financial Corporation
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)
Compensation expense decreased $2.7 million or 7.5%, primarily due to decreases
in commissions and bonus provisions.
Interest expense decreased by $230,000 or 2%. 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 II - Interest Expense
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 27, June 28, June 27, June 28,
1997 1996 1997 1996
----------- --------- ------------------
<S> <C> <C> <C> <C>
Customers credit balances $ 9,081 $ 7,409 $17,555 $14,676
Subordinated loans 792 792 1,585 1,810
Securities lending 1,660 3,457 2,960 6,475
Other 305 410 619 836
------- -------- -------- --------
Total $11,838 $12,068 $22,719 $23,797
======= ======== ======== ========
</TABLE>
Advertising and promotion expense decreased by $738,000 or 15%. Communication
expense decreased by $1.1 million or 37.7% as a result of cost savings.
General and administrative expenses decreased by $752,000 or 1% for the
quarter. The decrease is primarily due to general decreases in expenses.
Provisions for federal, state and local income taxes decreased by $5.3 million
or 46% 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.
15
<PAGE> 17
OLDE Financial Corporation
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)
Results of Operations for the Six Months Ended June 27, 1997
Compared to the Six Months Ended June 28, 1996
Total revenues for the six months ended June 27, 1997 decreased by $28.1
million or 13.8% compared to the six months ended June 28, 1996. The decrease
occurred in revenues from principal transactions.
Total expenses decreased by $5.9 million or 4%, primarily due to decreases in
communication, employee compensation and interest.
Pretax income decreased by $22.2 million or 35.8% to $39.8 million. Net income
decreased by $13.6 million or 35% to $25.2 million.
Commission revenue was approximately equal to commission revenue in the prior
year period.
Interest revenue decreased $917,000 or 1.8% from the prior year primarily due
to a decrease in customer margin loans outstanding. 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 $27.5 million or 41%.
Revenues derived from market making in equity securities were $25.3 million and
$52.5 million for the six month periods ending June 27, 1997 and June 28, 1996,
respectively. This represents a decrease of $27.2 million or 51.7% 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, and a decrease in trading volume. Revenues from
dealer activity in fixed income securities were $14 million and $14.4 million
for the respective periods. This represents a decrease of $400,000 or 2.8%.
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 and financial
services communities. Changes in any of these factors may affect future
revenue derived from securities trading.
Compensation expense decreased $2.7 million or 4%, primarily due to decreases
in commissions and bonus provisions. Staffing levels increased slightly from
the year earlier period.
Interest expense decreased by a small amount, $1.1 or 4.5%. Average customer
credit balances decreased somewhat while average securities lending balances
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 $522,000 or 6%. Communication
expense decreased $1.3 million or 24.6% as a result of cost savings.
General and administrative expenses increased slightly by $44,000 for the six
month period. The decrease is primarily due to general decreases in expenses.
Provisions for federal, state and local income taxes decreased by $8.6 million
or 37% 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> 18
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 June 27, 1997,
approximately $305.4 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 $201,100 and there were no amounts outstanding at any
month end date under the lines of credit during the six months ending June 27,
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 June 27, 1997,
OLDE Discount had net capital for regulatory purposes of $247.3 million which
exceeded its minimum net capital requirement by $226.1 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.
The Financial Accounting Standards Board (FASB) issued this year "Statements of
Financial Accounting Standards 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.
17
<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 June 27, 1997.
18
<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: August 8, 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
19
<PAGE> 21
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
No. Description
------- --------------------------------
<S> <C>
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.
</TABLE>
20
<TABLE> <S> <C>
<ARTICLE> BD
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-27-1997
<CASH> 43,443
<RECEIVABLES> 1,014,900
<SECURITIES-RESALE> 395,411
<SECURITIES-BORROWED> 16,324
<INSTRUMENTS-OWNED> 30,445
<PP&E> 52,238
<TOTAL-ASSETS> 1,567,472
<SHORT-TERM> 0
<PAYABLES> 1,069,472
<REPOS-SOLD> 0
<SECURITIES-LOANED> 185,865
<INSTRUMENTS-SOLD> 8,664
<LONG-TERM> 26,869
0
0
<COMMON> 3,098
<OTHER-SE> 273,503
<TOTAL-LIABILITY-AND-EQUITY> 1,567,472
<TRADING-REVENUE> 37,613
<INTEREST-DIVIDENDS> 51,075
<COMMISSIONS> 77,191
<INVESTMENT-BANKING-REVENUES> 1,732
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 22,719
<COMPENSATION> 64,578
<INCOME-PRETAX> 39,766
<INCOME-PRE-EXTRAORDINARY> 39,766
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,227
<EPS-PRIMARY> 0.78
<EPS-DILUTED> 0.78
</TABLE>
