<PAGE> 1
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 30, 2000
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 No. 000-17994
MACKENZIE INVESTMENT MANAGEMENT INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2522153
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
700 South Federal Highway, Suite 300
Boca Raton, FL 33432
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 393-8900
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
As of October 26, 2000, there were 18,711,800 shares of the Registrant's Common
Stock, par value $.01 per share issued and outstanding.
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MACKENZIE INVESTMENT MANAGEMENT INC.
Index to Form 10-Q
Part I
FINANCIAL INFORMATION
Pages
-----
Item 1. CONDENSED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Operations 2
Condensed Consolidated Statement of Changes in
Stockholders' Equity 3
Condensed Consolidated Statements of Cash Flows 4
Notes to Condensed Consolidated Financial Statements 5-7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8-14
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 14-15
Part II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS 15
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 15-16
Item 3. DEFAULTS UPON SENIOR SECURITIES 16
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITIES HOLDERS 16-17
Item 5. OTHER INFORMATION 17
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 17
<PAGE> 3
PART 1. - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
MACKENZIE INVESTMENT MANAGEMENT INC.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30,
2000 March 31,
(Unaudited) 2000
------------ ------------
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 44,715,095 $ 41,095,301
Marketable securities 3,410,122 3,388,768
Receivables:
Funds for fees and expense advances 3,360,178 4,725,964
Other 912,249 1,893,628
Property and equipment, net of accumulated
depreciation of $3,345,727 as of September 30, 2000
and $2,958,305 as of March 31, 2000 898,010 1,084,212
Management contracts, net of accumulated
amortization of $8,567,293 as of September 30, 2000
and $7,954,929 as of March 31, 2000 4,897,702 5,430,191
Deferred selling commissions 7,242,569 5,828,749
Other assets 831,492 624,964
------------ ------------
Total assets $ 66,267,417 $ 64,071,777
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Payable to Funds for purchases of Funds' shares
and expense reimbursements $ 162,849 $ 488,920
Sub-advisory fees payable 48,839 3,249,994
Accounts payable 643,713 760,636
Accrued expenses and other liabilities 3,648,708 1,311,084
Income taxes payable 663,496 275,650
Deferred tax liability 1,933,207 1,690,899
------------ ------------
Total liabilities 7,100,812 7,777,183
============ ============
Commitments
Stockholders' equity:
Capital stock, $0.01 par value, 100,000,000 shares authorized;
18,711,800 shares as of September 30, 2000 and 18,591,800
shares as of March 31, 2000 issued and outstanding 187,118 185,918
Additional paid-in capital 38,613,382 37,952,532
Retained earnings 21,065,411 18,156,144
Unearned stock compensation (573,826) --
Accumulated other comprehensive loss, net of tax (125,480) --
------------ ------------
Total stockholders' equity 59,166,605 56,294,594
------------ ------------
Total liabilities and stockholders' equity $ 66,267,417 $ 64,071,777
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
1
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MACKENZIE INVESTMENT MANAGEMENT INC.
Condensed Consolidated Statements of Operations
Unaudited
<TABLE>
<CAPTION>
Three months ended Six months ended
September 30, September 30,
------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Management fees $ 6,859,317 $ 7,984,235 $14,415,204 $16,041,773
Sub-advisory fees from Canadian Funds 2,586,868 2,011,807 5,616,298 3,819,200
12b-1 Service and Distribution fees 2,146,902 2,216,600 4,444,676 4,352,759
Transfer agent fees 746,915 741,503 1,531,784 1,464,418
Administrative services fees 704,807 797,911 1,468,873 1,599,159
Fund accounting fees 201,543 205,336 410,692 383,082
Underwriting fees 77,246 30,415 189,829 66,022
Redemption fees 172,028 68,405 317,279 118,726
Interest, dividends and other 776,049 605,277 1,449,618 1,689,086
----------- ----------- ----------- -----------
14,271,675 14,661,489 29,844,253 29,534,225
=========== =========== =========== ===========
Expenses:
Sales literature, advertising and promotion 1,552,064 1,615,572 3,279,423 3,090,119
12b-1 Service fees 1,601,185 1,948,397 3,390,546 3,886,611
Employee compensation and benefits 4,033,627 3,591,240 8,138,574 6,572,302
Sub-advisory fees 139,732 3,448,361 2,003,980 6,932,730
Amortization of management contracts 309,035 270,474 612,364 540,948
Amortization of deferred selling commissions 643,991 224,805 1,344,411 447,862
Depreciation 196,194 171,878 391,407 335,765
General and administrative 1,701,974 1,523,869 3,567,716 2,988,114
Occupancy and equipment rental 407,796 270,036 737,433 533,978
Reimbursement to Funds for expenses 371,101 581,862 1,103,058 1,032,534
----------- ----------- ----------- -----------
10,956,699 13,646,494 24,568,912 26,360,963
=========== =========== =========== ===========
Income before income taxes 3,314,976 1,014,995 5,275,341 3,173,262
Provision for income taxes 1,367,772 535,321 2,178,956 1,498,787
----------- ----------- ----------- -----------
Net income 1,947,204 479,674 3,096,385 1,674,475
=========== =========== =========== ===========
Basic earnings per share $ 0.10 $ 0.03 $ 0.17 $ 0.09
=========== =========== =========== ===========
Weighted average number of common shares
outstanding used in basic calculation 18,606,640 18,832,200 18,605,719 18,906,561
=========== =========== =========== ===========
Diluted earnings per share $ 0.10 $ 0.03 $ 0.17 $ 0.09
=========== =========== =========== ===========
Weighted average number of common and
common equivalent shares outstanding
used in diluted calculation 18,719,917 18,863,950 18,734,930 18,942,301
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE> 5
MACKENZIE INVESTMENT MANAGEMENT INC.
Condensed Consolidated Statement of Changes in Stockholders' Equity
For the six months ended September 30, 2000
Unaudited
<TABLE>
<CAPTION>
Accumulated
Capital Stock Additional Unearned Other Total
-------------------------- Paid-in Retained Stock Comprehensive Stockholders'
Shares Amount Capital Earnings Compensation Loss, net of tax Equity
----------- ------------ ------------ ------------ ------------- ---------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, March 31, 2000 18,591,800 $ 185,918 $ 37,952,532 $ 18,156,144 $ -- $ -- $ 56,294,594
Issuance of common stock
under stock option plan 5,000 50 21,450 -- -- -- 21,500
Issuance of common stock
under stock compensation
agreement 115,000 1,150 639,400 -- (640,550) -- --
Amortization of unearned
stock compensation -- -- -- -- 66,724 -- 66,724
Other comprehensive
loss, net of tax -- -- -- -- -- (125,480) (125,480)
Dividends, $0.01 per share -- -- -- (187,118) -- -- (187,118)
Net income -- -- -- 3,096,385 -- -- 3,096,385
----------- ------------ ------------ ------------ ---------- ------------ ------------
Balance, September 30, 2000 18,711,800 $ 187,118 $ 38,613,382 $ 21,065,411 $ (573,826) $ (125,480) $ 59,166,605
=========== ============ ============ ============ ========== ============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 6
MACKENZIE INVESTMENT MANAGEMENT INC.
Condensed Consolidated Statements of Cash Flows
Unaudited
<TABLE>
<CAPTION>
Six months ended
September 30,
----------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,096,385 $ 1,674,475
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 391,407 335,765
Amortization of management contracts 612,364 540,948
Amortization of deferred selling commissions 1,344,411 447,862
Amortization of unearned compensation 66,724 --
Deferred tax expense 321,110 380,657
Payment of deferred selling commissions (2,758,231) (1,310,702)
Other 148,966 (146,445)
Change in assets and liabilities:
Receivables 2,347,165 (475,779)
Other assets (206,528) (2,561,719)
Payable to Funds for purchases of Funds' shares
and expense reimbursements (326,071) 113,291
Sub-advisory fees payable (3,201,155) 2,576
Accounts payable, accrued expenses and
other liabilities 2,220,701 1,173,995
Income taxes payable 387,846 (9,241,917)
------------ ------------
Net cash provided by (used in) operating activities 4,445,094 (9,066,993)
------------ ------------
Cash flows from investing activities:
Purchase of management contracts (79,874) (763,843)
Purchases of property and equipment (205,205) (362,052)
Purchases of marketable securities (941,748) --
Purchases of short-term investments -- (7,079,022)
Proceeds from the sale of marketable securities 567,145 --
------------ ------------
Net cash used in investing activities (659,682) (8,204,917)
------------ ------------
Cash flows from financing activities:
Purchase and retirement of common stock -- (1,593,388)
Proceeds from the exercise of stock options 21,500 --
Dividends paid (187,118) --
------------ ------------
Net cash used in financing activities (165,618) (1,593,388)
------------ ------------
Net increase (decrease) in cash and cash equivalents 3,619,794 (18,865,298)
Cash and cash equivalents, beginning of period 41,095,301 51,032,223
------------ ------------
Cash and cash equivalents, end of period $ 44,715,095 $ 32,166,925
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 7
MACKENZIE INVESTMENT MANAGEMENT INC.
Notes to Condensed Consolidated Financial Statements
September 30, 2000
(Unaudited)
1. Basis of Presentation
The unaudited interim condensed consolidated financial statements of
Mackenzie Investment Management Inc. ("MIMI") and its consolidated
subsidiaries (the "Company") included herein have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01
of Regulation S-X. Accordingly, they do not include all footnote
disclosures normally included in consolidated financial statements prepared
in accordance with generally accepted accounting principles. In the opinion
of management, these condensed consolidated financial statements include
all appropriate adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of the financial position and results of
operations for the periods shown. Certain prior year amounts have been
reclassified to conform to current year presentation. The results of
operations for the six-month period ended September 30, 2000 are not
necessarily indicative of the results of operations to be expected for the
year ended March 31, 2001. These interim condensed consolidated financial
statements should be read in conjunction with the Company's audited
consolidated financial statements for the fiscal year ended March 31, 2000.
2. Normal Course Issuer Bid
In June 1998, the Company entered into a normal course issuer bid, which
was approved by The Toronto Stock Exchange ("TSE"), to repurchase up to 5%
of the outstanding shares of the Company's common stock. The normal course
issuer bid terminated in June 1999. During the first quarter of fiscal year
2000, the Company purchased 378,000 of its common shares at a total cost of
$1,593,388 under this normal course issuer bid.
In July 1999, the Company entered into a normal course issuer bid, which
was approved by the TSE, to purchase up to 941,610 of its common shares,
representing 5% of the issued and outstanding common shares at the date of
the notice. The normal course issuer bid terminated in July 2000. Through
the end of the second quarter of fiscal year 2001, the Company purchased
243,400 of its common shares at a total cost of $867,504. All shares during
the 1998 and 1999 bid periods were acquired at market price at the time of
acquisition and were immediately retired.
In July 2000, the Company entered into a normal course issuer bid to
purchase up to 500,000 of its common shares, representing approximately
2.7% of the issued and outstanding common shares at the date of the notice.
The bid was approved by the TSE effective on July 24, 2000 and will
terminate on the earlier of the date on which the maximum number of common
shares have been purchased, the date the Company provides notice of
termination, or July 23, 2001. No shares have been purchased by the Company
since the July 24, 2000 bid period commenced.
3. Comprehensive Income
Comprehensive income was $2,970,905 and $1,674,475 for the six-month
periods ended September 30, 2000 and 1999, respectively. Other
comprehensive loss for the six-month period ended September 30, 2000
relates to unrealized depreciation on marketable securities.
5
<PAGE> 8
4. Earnings Per Share
The following table reconciles the weighted average shares outstanding used
to calculate basic and diluted earnings per share for the three-month and
six-month periods ended September 30, 2000 and 1999.
<TABLE>
<CAPTION>
Three months ended Six months ended
September 30, September 30,
----------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average number of common shares
outstanding used in basic calculation 18,606,640 18,832,200 18,605,719 18,906,561
Effect of dilutive stock options 113,277 31,750 129,211 35,740
---------- ---------- ---------- ----------
Weighted average number of common and
common equivalent shares outstanding used in
the diluted calculation 18,719,917 18,863,950 18,734,930 18,942,301
========== ========== ========== ==========
</TABLE>
During the three-month periods ended September 30, 2000 and 1999, options
to purchase 1,360,223 and 1,330,150, respectively, shares of common stock
were excluded from the computation of diluted earnings per share due to
their antidilutive effect.
During the six-month periods ended September 30, 2000 and 1999, options to
purchase 1,344,289 and 1,326,160, respectively, shares of common stock were
excluded from the computation of diluted earnings per share due to their
antidilutive effect.
5. Stock Compensation
In May 2000, the Company awarded a grant of 115,000 shares of the Company's
common stock to a key salaried employee. The shares vest in three
installments over three years provided the employee remains in the
Company's employ on each of the vesting dates. In the event the employment
terminates for any reason, all shares, which on the date of such
termination have not vested, shall be forfeited and cancelled. The shares
issued were recorded at their fair market value on the date of the grant
with a corresponding reduction of stockholders' equity, which will be
amortized as compensation expense on a straight-line basis over the related
vesting period. Compensation expense of $66,724 was recorded for the
six-month period ended September 30, 2000 in connection with this grant.
6. Employee Stock Purchase Plan
On May 12, 2000, the Board of Directors approved the adoption of the 2000
Employee Stock Purchase Plan (the "Employee Stock Plan") under which
500,000 shares of the Company's common stock will initially be reserved for
issuance pursuant to the terms of the Employee Stock Plan. The Employee
Stock Plan was approved by the shareholders at the Annual and Special
Shareholders Meeting on September 7, 2000 (the "Shareholders' Meeting").
The Employee Stock Plan will provide the Company's employees the continuing
opportunity to acquire stock in the Company and will serve as an incentive
for them to remain with the Company.
6
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7. Director Stock Purchase Plan
On May 12, 2000, the Board of Directors approved the adoption of the 2000
Director Stock Purchase Plan (the "Director Stock Plan") under which 50,000
shares of the Company's common stock will initially be reserved for
issuance pursuant to the terms of the Director Stock Plan. The Director
Stock Plan was approved by the shareholders at the Shareholders' Meeting on
September 7, 2000. The purpose of the Director Stock Plan is to provide the
non-employee directors the continuing opportunity to acquire stock in the
Company and to attract and retain non-employee directors.
8. New Accounting Pronouncements
In June 2000, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 138 ("Statement No. 138"), "Accounting
for Certain Derivative Instruments and Certain Hedging Activities - an
amendment of Financial Accounting Standards Board Statement No. 133".
Statement No. 138 expands the normal purchases and sales exception,
redefines identified specific risks, recognizes that
foreign-currency-denominated assets and liabilities may be the hedged item
in fair value or cash flow hedges, and allows the designation of
inter-company derivatives as hedging instruments in certain cash flow
hedges. The implementation of this statement is not expected to have a
material effect on the Company's financial position, results of operations
or cash flows.
In September 2000, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 140 ("Statement No. 140"),
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, a replacement of FASB No. 125". Statement
No. 140 revises the standards for accounting and reporting of
securitizations, other transfers of financial assets and extinguishments of
liabilities. The standards are based on a consistent application of a
financial components approach which focuses on control. Under that
approach, after a transfer of financial assets, an entity recognizes
financial and servicing assets it controls and the liabilities it has
incurred. Derecognition of financial assets occurs when control has been
surrendered and liabilities are derecognized when extinguished. Statement
No. 140 is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001. Other
provisions of Statement No. 140 relating to recognition and
reclassification of collateral and disclosures of securitization
transactions are effective for fiscal years ending after December 15, 2000.
The implementation of this statement is not expected to have a material
effect on the Company's financial position, results of operations or cash
flows.
7
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD-LOOKING STATEMENTS
Certain statements in the Quarterly Report on Form 10-Q under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", and elsewhere in this report constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions; the loss of, or the failure to
replace, any significant sub-advisory relationships; changes in the relative
investment performance; and investor sentiment for international investing. The
Company wishes to caution readers not to place undue reliance on such
forward-looking statements and remind readers that these forward-looking
statements speak only as of the date of this Quarterly Report. The Company
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.
GENERAL
MIMI is a public company listed on the TSE. Its majority shareholder, Mackenzie
Financial Corporation ("MFC"), a Toronto-based investment counsel and mutual
fund management company, owns 85.4% of the outstanding common shares of MIMI at
September 30, 2000. MIMI is an investment adviser and has three wholly owned
subsidiaries, as follows:
o Ivy Management, Inc. ("IMI"), an investment adviser;
o Ivy Mackenzie Distributors, Inc. ("IMDI"), a broker/dealer; and
o Ivy Mackenzie Services Corp. ("IMSC"), a transfer agent.
The Company's principal business activities are carried on solely in the United
States and include:
o Managing public mutual funds offered in the U.S. by Ivy Fund (the "U.S.
Funds") which is a U.S. open-end series investment company registered under
the Investment Company Act of 1940, as amended;
o Providing investment advisory services to the U.S. Funds and sub-advisory
services to fourteen Universal Funds at September 30, 2000 sold only in
Canada and managed by MFC (the "Canadian Funds");
o Underwriting, selling and otherwise distributing redeemable shares of the
U.S. Funds in the U.S. through various distribution channels; and
o Providing transfer agent, administrative and fund accounting services to
the U.S. Funds.
The Company derives its revenues principally from on-going management fees and
sub-advisory fees, calculated as a percentage of average daily net assets under
management, and from fees related to services performed for the U.S. Funds under
contracts for administrative, transfer agent and fund accounting services. The
level of net assets under management is affected by gross sales, redemptions and
changes in market values of the mutual fund's portfolio of investments. As the
level of assets under management fluctuates so does management, sub-advisory,
distribution, and administrative services fee revenue. While an increase in
assets under management will most likely
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<PAGE> 11
increase transfer agent fees, these fees are more directly related to the number
of shareholder accounts in the U.S. Funds.
Ivy International Fund
During the first quarter of fiscal year 2001, the Company internalized the
portfolio management of its largest fund, Ivy International Fund, which has
approximately $1.3 billion in net assets at September 30, 2000. Previously, Ivy
International Fund had been sub-advised by an unrelated third party under a
sub-advisory agreement, which was terminated as of May 27, 2000. The
sub-advisory agreement provided for payment of sub-advisory fees at the rate of
0.60% of average daily net assets. The Company reopened Ivy International Fund,
which had been closed to new investors, on June 1, 2000.
Fund Introduction
On April 18, 2000, the Company launched Ivy Cundill Value Fund, which is
sub-advised by Peter Cundill & Associates.
Fund Mergers
On June 27, 2000, the assets of Ivy Pan-Europe Fund were merged into the assets
of Ivy European Opportunities Fund and the assets of Ivy Growth with Income Fund
were merged into the assets of Ivy US Blue Chip Fund. On July 21, 2000, the
assets of Ivy South America Fund were merged into the assets of Ivy Developing
Markets Fund. The respective portfolios in each merger had similar investment
objectives and policies.
On July 26, 2000, the Board of Trustees of Ivy Fund approved a proposed plan to
merge the assets of Ivy Asia Pacific Fund into the assets of Ivy Pacific
Opportunities Fund (formerly Ivy China Region Fund). Shareholders of Ivy Asia
Pacific Fund will be asked to approve the proposed reorganization at a special
meeting of shareholders to be held on November 21, 2000. The respective
portfolios currently have similar investment objectives and policies.
Management believes that the above mergers will achieve enhanced investment
performance and distribution capabilities, as well as achieve certain economies
of scale and cost savings.
Fund Dissolution
Effective April 26, 2000, the Board of Trustees of Mackenzie Solutions approved
the termination and dissolution of Mackenzie Solutions Trust and its five
separate portfolios. Management believes that the dissolution will not have a
material effect on the Company's operations.
Fund Management
On July 26, 2000, the Board of Trustees of Ivy Fund approved an amendment to the
sub-advisory agreement between IMI and Henderson Investment Management Limited
("Henderson") whereby the percentage of assets of Ivy International Small
Companies Fund managed by Henderson would be increased from 50% to 100%.
Shareholders of Ivy International Small Companies Fund will be asked to approve
the amendment at a special shareholders meeting to be held during November 2000.
9
<PAGE> 12
RESULTS OF OPERATIONS
Six Months Ended September 30, 2000 Compared to Six Months Ended September 30,
1999
Average net assets under management, exclusive of net assets of the fourteen
Canadian Funds, decreased 9% to $3,030 million for the six-month period ended
September 30, 2000 from $3,338 million for the six-month period ended September
30, 1999.
Net assets under management, exclusive of net assets of the fourteen Canadian
Funds, decreased 20% to $2,616 million at September 30, 2000 from $3,258 million
at September 30, 1999. Net assets of the Canadian Funds at September 30, 2000
were approximately $3,398 million as compared to $1,960 million at September 30,
1999, representing a 73% increase.
Sales of the U.S. Funds for the six-month period ended September 30, 2000
increased by $180 million compared to the six-month period ended September 30,
1999, while redemptions increased by $442 million for the six-month period ended
September 30, 2000 compared to the six-month period ended September 30, 1999.
Ivy International Fund, which had been closed to new investors from April 1997
through June 2000, accounted for 71% and 70% of the redemptions for the
six-month periods ended September 30, 2000 and 1999, respectively. Excluding Ivy
International Fund sales and redemptions, the Company had net sales of $21
million for the six-month period ended September 30, 2000 as compared to net
redemptions of $69 million for the six-month period ended September 30, 1999.
Revenues
Total revenues increased by 1% for the six-month period ended September 30, 2000
as compared to the six-month period ended September 30, 1999 due principally to
the increase in the net assets of the Canadian Funds.
Management fees, transfer agent fees, administrative services fees and fund
accounting fees decreased 9% for the six-month period ended September 30, 2000
as compared to the six-month period ended September 30, 1999 primarily as a
result of the decrease in the U.S. Funds' net assets under management.
12b-1 Service and Distribution fees increased 2% for the six-month period
ended September 30, 2000 as compared to the six-month period ended
September 30, 1999 due to an increase in the asset base on which the
Company collects 12b-1 Distribution fees. For the six-month period ended
September 30, 2000 underwriting fees have increased by approximately
$124,000 and redemption fees have increased $199,000 as compared to the
six-month period ended September 30, 1999 due to increases in Class A share
sales and redemptions of Class B and C shares, respectively.
Sub-advisory fees from the Canadian Funds increased 47% for the six-month
period ended September 30, 2000 as compared to the six-month period ended
September 30, 1999. This increase is attributable to a 96% increase in the
Canadian Funds' average net assets to $3,356 million for the six-month
period ended September 30, 2000 from $1,713 million for the six-month
period ended September 30, 1999.
Interest, dividends and other revenues decreased 14% for the six-month
period ended September 30, 2000 compared to the six-month period ended
September 30, 1999. Dividends received on investments held by the Company
increased, which were offset by a decrease in other revenues. Other
revenues, for the six-month period ended September 30, 1999, included
$143,000 in unrealized
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<PAGE> 13
appreciation on marketable securities. Unrealized depreciation on marketable
securities has been included as a component of stockholders' equity for the
six-month period ended September 30, 2000.
Expenses
Total operating expenses for the six-month period ended September 30, 2000
decreased 7% compared to the six-month period ended September 30, 1999. The
decrease in expenses is related to the internalization of the portfolio
management of Ivy International Fund and reduced 12b-1 Service fees due to the
decrease in U.S. Funds' net assets under management.
Sales literature, advertising and promotion increased 6% for the six-month
period ended September 30, 2000 compared to the six-month period ended September
30, 1999 due to increased marketing costs during the first quarter of fiscal
year 2001 related to the development of a new product plan for more diverse fund
offerings and the promotion of existing products.
12b-1 Service fees paid to broker/dealers decreased 13% for the six-month period
ended September 30, 2000 compared to the six-month period ended September 30,
1999 due to the decrease in net assets under management.
Employee compensation and benefits increased 24% for the six-month period ended
September 30, 2000 compared to the six-month period ended September 30, 1999.
This increase is due to cost of living increases and an increase in staffing
levels at September 30, 2000 as compared to September 30, 1999. The increased
staffing levels generally relate to the internalization of the portfolio
management of Ivy International Fund and the hiring of experienced marketing
personnel.
Sub-advisory fees decreased 71% for the six-month period ended September 30,
2000 compared to the six-month period ended September 30, 1999 due to the
internalization of the portfolio management of Ivy International Fund.
Amortization of deferred selling commissions increased 200% for the six-month
period ended September 30, 2000 compared to the six-month period ended September
30, 1999 due to a higher Class B share asset base and stronger Class B share
sales.
General and administrative expenses increased 19% for the six-month period ended
September 30, 2000 compared to the six-month period ended September 30, 1999 as
a result of expenses related to fund mergers and the dissolution of Mackenzie
Solutions Trust. For the six-month period ended September 30, 2000, expenses
related to fund mergers and the dissolution of Mackenzie Solutions Trust
incurred by the Company are approximately $684,000.
Occupancy and equipment rental expense increased 38% for the six-month period
ended September 30, 2000 compared to the six-month period ended September 30,
1999 as a result of expanding the Company's leased office space to meet the
needs of increased staffing levels.
IMI voluntarily limits total fund expenses for certain U.S. Funds and bears
expenses in excess of such limits. The increase of 7% for the six-month period
ended September 30, 2000 compared to the six-month period ended September 30,
1999 resulted from (i) expense reimbursement to the Mackenzie Solutions Funds
(prior to dissolution); (ii) the introduction of a new fund in April 2000; and
(iii) a decrease in the net asset values of funds for which IMI voluntarily
limits expenses.
11
<PAGE> 14
Three Months Ended September 30, 2000 Compared to Three Months Ended
September 30, 1999
Average net assets under management, exclusive of net assets of the fourteen
Canadian Funds, decreased 13% to $2,880 million for the three-month period ended
September 30, 2000 from $3,303 million for the three-month period ended
September 30, 1999.
Sales of the U.S. Funds for the three-month period ended September 30, 2000
increased by $80 million compared to the three-month period ended September 30,
1999, while redemptions increased by $210 million for the three-month period
ended September 30, 2000 compared to the three-month ended September 30, 1999.
Ivy International Fund represented 67% of the total increase in redemptions.
Revenues
Total revenues decreased by 3% for the three-month period ended September 30,
2000 as compared to the three-month period ended September 30, 1999 primarily
due to the decrease in the U.S. Funds' net assets under management.
Management fees, transfer agent fees, administrative services fees and fund
accounting fees decreased 13% for the three-month period ended September 30,
2000 as compared to the three-month period ended September 30, 1999 primarily as
a result of the decrease in the U.S. Funds' net assets under management.
12b-1 Service and Distribution fees decreased 3% for the three-month period
ended September 30, 2000 as compared to the three-month period ended September
30, 1999 due to the decrease in the U.S. Funds' net assets under management. For
the three-month period ended September 30, 2000 underwriting fees have increased
by approximately $47,000 and redemption fees have increased $104,000 as compared
to the three-month period ended September 30, 1999 due to increases in Class A
share sales and redemptions of Class B and C shares, respectively.
Sub-advisory fees from the Canadian Funds increased 29% for the three-month
period ended September 30, 2000 as compared to the three-month period ended
September 30, 1999. This increase is attributable to an 88% increase in the
Canadian Funds' average net assets to $3,470 million for the three-month period
ended September 30, 2000 from $1,844 million for the three-month period ended
September 30, 1999.
Interest, dividends and other revenues increased 28% for the three-month period
ended September 30, 2000 compared to the three-month period ended September 30,
1999 due to an increase in other revenues. Other revenues, for the three-month
period ended September 30, 1999, included $337,000 in unrealized depreciation on
marketable securities. Unrealized depreciation on marketable securities has been
included as a component of stockholders' equity for the three month period ended
September 30, 2000.
Expenses
Total operating expenses for the three-month period ended September 30, 2000
decreased 20% compared to the three-month period ended September 30, 1999. The
decrease in expenses is primarily related to the internalization of the
portfolio management of Ivy International Fund and reduced 12b-1 Service fees
due to the decrease in U. S. Funds' net assets under management.
12
<PAGE> 15
12b-1 Service fees paid to broker/dealers decreased 18% for the three-month
period ended September 30, 2000 compared to the three-month period ended
September 30, 1999 due to the decrease in U. S. Funds' net assets under
management.
Employee compensation and benefits increased 12% for the three-month period
ended September 30, 2000 compared to the three-month period ended September 30,
1999. This increase is due to cost of living increases and an increase in
staffing levels at September 30, 2000 as compared to September 30, 1999. The
increased staffing levels generally relate to the internalization of the
portfolio management of Ivy International Fund and the hiring of experienced
marketing personnel.
Sub-advisory fees decreased 96% for the three-month period ended September 30,
2000 compared to the three-month period ended September 30, 1999 due to the
internalization of the portfolio management of Ivy International Fund.
Amortization of deferred selling commissions increased 186% for the three-month
period ended September 30, 2000 compared to the three-month period ended
September 30, 1999 due to a higher Class B share asset base and stronger Class B
share sales.
General and administrative expenses increased 12% for the three-month period
ended September 30, 2000 compared to the three-month period ended September 30,
1999 as a result of expenses related to recruiting efforts, fund mergers and the
dissolution of Mackenzie Solutions Trust. For the three-month period ended
September 30, 2000, expenses relating to recruiting efforts, fund mergers and
the dissolution of the Mackenzie Solutions Trust were approximately $170,000.
Occupancy and equipment rental expense increased 51% for the three-month period
ended September 30, 2000 compared to the three-month period ended September 30,
1999 as a result of expanding the Company's leased office space to meet the
needs of increased staffing levels.
IMI voluntarily limits total fund expenses for certain U.S. Funds and bears
expenses in excess of such limits. The decrease of 36% for the three-month
period ended September 30, 2000 compared to the three-month period ended
September 30, 1999 is due to a decrease in the number of funds for which IMI
voluntarily limits expenses as a result of fund mergers during the three-month
period ended September 30, 2000. The decrease was partially offset by expenses
relating to a new fund introduced in April 2000.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and capital resources are primarily derived from the operating cash
flows received by the Company from managing and providing investment advisory
services to the Ivy Funds and from providing sub-advisory services to the
Canadian Funds. The Company manages its resources to ensure the availability of
sufficient cash flows to meet all of its financial commitments.
The Company's cash and cash equivalents increased by $3.6 million for the period
from March 31, 2000 to September 30, 2000. The increase resulted from (i) cash
provided by operating activities of $4.4 million, primarily related to an
increase in net income, a decrease in receivables, an increase in accounts
payable and accrued expenses and a decrease in sub-advisory fees payable; (ii)
cash used in investing activities of $660,000, primarily related to purchases
and sales of marketable securities combined with purchases of property and
equipment; and (iii) cash used in financing activities of $166,000, primarily
related to the payment of dividends.
13
<PAGE> 16
The payment of deferred selling commissions to broker/dealers increased to $2.8
million for the six-month period ended September 30, 2000 as compared to $1.3
million for the six-month period ended September 30, 1999. The increase can be
attributed to the increased interest in international investing noted during the
six-month period ended September 30, 2000. Commission payments made during the
six-month periods ended September 30, 2000 and 1999 were funded internally from
operations.
Year 2000
The Company did not experience any interruptions to its business or operations
as a result of the transition to the year 2000, nor did it have to implement any
of its contingency plans. Although it incurred costs in preparation for the
transition, those costs did not affect its financial position in any material
way.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Competition
The financial services industry is highly competitive and has increasingly
become a global industry. There are over 7,500 open-end investment companies of
varying sizes, investment policies and objectives whose shares are being offered
to the public in the U.S. Given the large number of competitors in the U.S., the
Company has focused its efforts on becoming an investment specialist with a
worldwide perspective offering mutual funds with an emphasis on international
and emerging growth investing. With this focus, the Company considers that it
has narrowed the competitive field to a certain extent as it competes primarily
with mutual fund managers that provide specialty mutual funds, such as
international and emerging market funds, to investors.
The Company competes with the financial services and other investment
alternatives offered by stock brokerage and investment banking firms, insurance
companies, banks, savings and loan associations and other financial
institutions. Many of the Company's competitors have substantially greater
resources than the Company. In addition, there has been a trend of consolidation
in the mutual fund industry which has resulted in stronger competitors. Such
competition could negatively impact the Company's market share, revenues and net
income.
Asset Mix
The Company's revenues are derived primarily from investment management
activities. Broadly speaking, the direction and amount of change in the net
assets of the U.S. Funds and the Canadian Funds (collectively, the "Funds")
depend upon two factors: (1) the level of sales of shares of the Funds as
compared to redemptions of the shares of the Funds; and (2) the increase or
decrease in the market value of the securities owned by the Funds. The Company
is subject to increased risk of volatility from changes in the global equity
markets. Despite this volatility, management believes that in the long run the
Company is more competitive as a result of greater diversity of global
investments available to its customers.
Market values are affected by many things, including the general condition of
national and world economics and the direction and volume of changes in interest
rates and/or inflation rates. Fluctuations in interest rates and in the yield
curve will have an effect on fixed-income net assets under management as well as
on the flow of monies to and from fixed-income funds and, as a result, will
affect the Company's revenues from such funds. The effects of the foregoing
factors on equity funds and fixed-income funds may operate inversely and it is,
therefore, difficult to predict the net effect of any particular set of
conditions on the level of net assets under management.
14
<PAGE> 17
Certain portions of the Company's managed portfolios are invested in various
securities of corporations located or doing business in developing regions of
the world, commonly known as emerging markets. These portfolios and the
Company's revenues derived from the management of such portfolios are subject to
significant risks of loss from, among other factors, unfavorable political and
diplomatic developments, currency fluctuations, social instability, changes in
governmental policies, expropriation, nationalization, confiscation of assets
and changes in legislation relating to foreign ownership. Foreign trading
markets, particularly in some emerging market countries, are often smaller, less
liquid, less regulated and significantly more volatile.
Investor Sentiment for International Investing
Given the risk associated with investing in foreign and emerging markets,
investors may from time to time be less supportive of investing in international
funds than in U.S. equity or fixed income funds and sales of those Funds which
invest in these areas may decrease.
Regulatory Environment
Virtually all aspects of the Company's business are subject to various federal
and state laws and regulations. As discussed above, the Company and its
subsidiaries are registered with federal and state governmental agencies. These
supervisory agencies have broad administrative powers, including the power to
limit or restrict the Company from carrying on its business if it fails to
comply with applicable laws and regulations. In the event of non-compliance, the
possible sanctions that may be imposed include suspending individual employees,
limiting the Company's ability to engage in business for specified periods of
time, revoking the investment advisor or broker-dealer registrations and
censures and fines.
Absence of Public Trading Market
MFC owns 85.4% of the issued and outstanding common shares of MIMI as of
September 30, 2000. The common shares have been thinly traded. Further, the
number of common shares of MIMI held by persons other than MFC are very small by
market standards and this may have an adverse impact on liquidity and trading of
the common shares.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are currently no legal proceedings pending to which the Company is a party
or of which any of its property is the subject. Further, there are no material
legal proceedings to which any director, officer, or affiliate of the Company or
any associate thereof is a party which is adverse to the Company. There are no
material administrative or judicial proceedings pending or known to be
contemplated by any governmental authorities.
Item 2. Changes in Securities and Use of Proceeds
(c) Changes in Securities
Effective May 1, 2000, the Company granted 115,000 shares of its common stock,
par value $.01 per share (the "Common Stock"), to a key salaried employee of the
Company which shares shall vest as
15
<PAGE> 18
follows: 25% of the shares shall become vested upon the first anniversary of the
date of the grant which is May 1, 2000 (the "Grant Date"), 25% of the shares
shall become vested upon the second anniversary of the Grant Date, and 50% of
the shares shall become vested upon the third anniversary of the Grant Date,
provided that the employee continues to be employed by the Company on each of
said dates. In the event that the employee's employment with the Company
terminates for any reason, all shares which on the date of such termination are
not vested in accordance with the terms of the stock grant agreement shall be
forfeited, the certificate(s) representing the shares shall be cancelled, and
the employee shall have no right to or interest in the forfeited shares. No
underwriters were involved in the foregoing sale which was made in reliance upon
an exemption from the registration provisions of the Securities Act of 1933, as
amended (the "Securities Act"), set forth in Section 4(2) thereof, or the rules
and regulations thereunder, relative to sales by an issuer not involving any
public offering.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Securities Holders
At the Company's Annual and Special Meeting of Shareholders held on September 7,
2000, the election of the Board of Directors' nominees was approved, the
appointment of the auditors and the authorization of the Board of Directors to
fix the remuneration of the auditors was approved and, the resolutions of the
Board of Directors were approved: (1) to amend and restate the 1994 Stock Option
Plan; (2) to adopt the 2000 Employee Stock Purchase Plan; (3) to adopt the 2000
Director Stock Purchase Plan; and (4) to approve the Company's stock grant to a
key member of management.
Item 1: The shareholders voted to elect the nominees for directors as follows:
Name Votes For Votes Against Abstentions
---- --------- ------------- -----------
James W. Broadfoot III 16,676,225 0 3,000
Keith J. Carlson 16,676,225 0 3,000
Alan J. Dilworth 16,676,225 0 3,000
James L. Hunter 16,676,225 0 3,000
Neil Lovatt 16,676,225 0 3,000
Alasdair J. McKichan 16,676,225 0 3,000
Allan S. Mostoff 16,676,225 0 3,000
Michael R. Peers 16,676,225 0 3,000
Dolph W. von Arx 16,676,225 0 3,000
Item 2: The shareholders voted to approve the appointment of
PricewaterhouseCoopers LLP as the Company's auditors and for the directors to
fix the remuneration of the auditors as follows:
Votes For Votes Against Abstentions
--------- ------------- -----------
16,678,225 0 1,000
Item 3: The shareholders voted to approve amendments to the Corporation's Stock
Option Plan (the "1994 Plan"). The principal amendments were to: (1) modify
payment methods upon exercise and (2) modify the provisions of options upon a
"Change of Control". Voting was as follows:
Votes For Votes Against Abstentions
--------- ------------- -----------
16,606,080 4,500 0
16
<PAGE> 19
Item 4: The shareholders voted to approve the 2000 Employee Stock Purchase Plan,
under which 500,000 shares of common stock will be initially reserved for
issuance. Voting was as follows:
Votes For Votes Against Abstentions
--------- ------------- -----------
16,607,080 3,500 0
Item 5: The shareholders voted to adopt the 2000 Director Stock Purchase Plan,
under which 50,000 shares of common stock will be initially reserved for
issuance. Voting was as follows:
Votes For Votes Against Abstentions
--------- ------------- -----------
16,224,520 386,060 0
Item 6: The shareholders voted to approve the grant of 115,000 shares of the
Company's common stock to a key member of management with a vesting schedule of
25% on May 1, 2001, 25% on May 1, 2002 and 50% vesting on May 1, 2003. Voting
was as follows:
Votes For Votes Against Abstentions
--------- ------------- -----------
16,288,135 391,090 0
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
The following exhibits are filed herewith or incorporated by reference
as indicated below.
Exhibit # Description
--------- -----------
27.1 Financial Data Schedule
3.2.5 Amended and Restated By-Laws of Mackenzie Investment
Management Inc.
(b) Reports on Form 8-K:
The following Current Reports on Form 8-K were filed by the Company
during the quarter ended September 30, 2000:
1. On July 20, 2000, the Company filed a Form 8-K under Item 5 announcing
the intention to enter into a normal course issuer bid to purchase up
to 500,000 shares of its common shares. The bid commenced on July 24,
2000.
2. On August 3, 2000, the Company filed a Form 8-K under Item 5
announcing the declaration of a dividend of U.S. $0.01 per share to
shareholders of record on August 15, 2000, with a payable date of
August 24, 2000.
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<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
/s/ Keith J. Carlson
----------------------
Keith J. Carlson President and Chief Executive Officer October 27, 2000
/s/ Beverly Yanowitch
----------------------
Beverly Yanowitch Vice President and Chief Financial Officer October 27, 2000
</TABLE>
18
