_________________________________________________________________________
_________________________________________________________________________
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 30, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 0-12926
DETWILER, MITCHELL & CO.
(Exact name of registrant as specified in its charter)
DELAWARE 95-2627415
------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
225 FRANKLIN STREET
BOSTON, MA 02110
---------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-451-0100
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
------------ ----------
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of July 31, 2001, the registrant had 2,602,313 shares of
common stock, $0.01 par value, issued and outstanding.
_________________________________________________________________________
_________________________________________________________________________
<Page>
DETWILER, MITCHELL & CO.
INDEX TO FORM 10-Q
PAGE
------
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Financial Condition at
June 30, 2001 and December 31, 2000......................3
Consolidated Statement of Operations for the three
and six month periods ended June 30, 2001 and 2000.......4
Consolidated Statement of Cash Flows for the three and
six month periods ended June 30, 2001 and 2000...........5
Notes to Consolidated Financial Statements..................6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.........................9
Item 3. Quantitative and Qualitative Disclosures About Market Risk...12
PART II. - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.............................13
Signatures...........................................................14
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DETWILER, MITCHELL & CO.
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
<table>
<caption>
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
(unaudited)
ASSETS
<s> <c> <c>
Cash and cash equivalents $ 1,281,557 $ 2,737,434
Deposits with clearing organizations 748,604 415,194
Receivables from brokers, dealers and clearing
organizations 153,357 535,836
Due from customers 2,980,668 3,598,699
Securities borrowed 1,007,200 3,279,900
Marketable investments, at fair value 298,096 15,681
Non-marketable investments, at fair value 564,545 510,000
Fixed assets, net 573,568 437,850
Intangible assets, net 1,606,885 123,385
Other 2,092,875 1,688,817
------------ ------------
Total Assets $11,307,355 $13,342,796
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable $ 800,000 $ -
Payable to brokers, dealers and
clearing organizations - 117,811
Due to customers 1,470,095 4,035,739
Salaries and commissions payable 1,174,861 1,329,837
Accounts payable and accrued liabilities 1,244,272 1,300,947
------------ ------------
Total Liabilities 4,689,228 6,784,334
------------ ------------
Contingencies (Note 5)
Stockholders' Equity:
Preferred stock, no par value;
5,000,000 shares authorized,
none issued - -
Common stock, $0.01 par value;
20,000,000 shares authorized,
2,602,313 and 2,589,313 shares
outstanding at June 30, 2001 and
December 31, 2000, respectively 26,023 25,893
Paid-in-capital 4,679,487 4,655,273
Retained earnings 1,912,617 1,877,296
------------ ------------
Total Stockholders' Equity 6,618,127 6,558,462
------------ ------------
Total Liabilities and Stockholders' Equity $11,307,355 $13,342,796
============ ============
See Accompanying Notes to Consolidated Financial Statements.
</table>
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<page>
DETWILER, MITCHELL & CO.
CONSOLIDATED STATEMENT OF OPERATIONS
<table>
<caption>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------------- --------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
(unaudited)
<s> <c> <c> <c> <c>
REVENUES
Commissions $ 3,654,863 $ 2,716,230 $ 7,556,609 $ 5,693,099
Principal transactions 959,190 1,158,663 3,255,076 3,167,445
Investment banking 451,783 173,923 520,611 699,342
Gain on sale of investment securities - 83,050 - 83,050
Interest 89,493 239,846 201,711 516,712
Other 92,734 113,552 194,490 251,135
------------ ------------ ------------ ------------
Total revenues 5,248,063 4,485,264 11,728,497 10,410,783
------------ ------------ ------------ ------------
EXPENSES
Compensation and benefits 3,341,604 2,552,492 7,177,514 6,155,078
General and administrative 631,970 569,323 1,270,779 1,311,827
Execution costs 1,059,136 548,687 2,477,882 992,159
Occupancy, communications and systems 354,898 285,406 675,347 555,678
Interest 6,585 79,864 25,902 170,353
Amortization of intangibles 19,500 1,500 39,000 3,000
Impairment of non-marketable securities - - - 500,000
------------ ------------ ------------ ------------
Total expenses 5,413,693 4,037,272 11,666,424 9,688,095
------------ ------------ ------------ ------------
Income (loss) before income taxes (165,630) 447,992 62,073 722,688
Income tax (expense) benefit 61,464 (233,691) (26,752) (343,536)
------------ ------------ ------------ ------------
Net income (loss) $ (104,166) $ 214,301 $ 35,321 $ 379,152
============ ============ ============ ============
NET INCOME (LOSS) PER SHARE:
Basic $ (0.04) $ 0.07 $ 0.01 $ 0.12
============ ============ ============ ============
Diluted $ (0.04) $ 0.07 $ 0.01 $ 0.12
============ ============ ============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 2,602,313 3,080,618 2,605,730 3,137,966
============ ============ ============ ============
Diluted 2,608,751 3,080,618 2,628,267 3,154,266
============ ============ ============ ============
See Accompanying Notes to Consolidated Financial Statements.
</table>
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<page>
DETWILER, MITCHELL & CO.
CONSOLIDATED STATEMENT OF CASH FLOWS
<table>
<caption>
FOR THE SIX MONTHS ENDED JUNE 30,
---------------------------------
2001 2000
-------------- --------------
(Unaudited)
<s> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 35,321 $ 379,152
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 78,927 112,376
Impairment of non-marketable investment - 500,000
Amortization of intangibles 39,000 3,000
Changes in:
Deposits with clearing organizations (333,410) (75,216)
Receivables from brokers, dealers and clearing organizations 382,479 1,017,757
Due from customers 618,031 5,308,518
Securities borrowed 2,272,700 (3,143,600)
Other assets (364,058) 442,853
Payables to brokers, dealers and clearing organizations (117,811) -
Due to customers (2,565,644) (64,210)
Salaries and commissions payable (154,976) -
Accounts payable and accrued liabilities (56,675) (633,526)
-------------- --------------
Net cash provided by (used in) operating activities (166,116) 3,847,104
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of K&S, net of cash acquired (1,200,000) -
Purchase of marketable investments (282,415) -
Purchase of non-marketable investments (54,545) (432,135)
Capital expenditures (214,645) (142,505)
-------------- --------------
Net cash used in investing activities (1,751,605) (574,640)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in notes payable 500,000 (2,300,000)
Proceeds from exercise of common stock options - 15,000
Purchase and retirement of common stock (38,156) (1,404,062)
-------------- --------------
Net cash provided by (used in) financing activities 461,844 (3,689,062)
-------------- --------------
Net decrease in cash (1,455,877) (416,598)
Cash and cash equivalents at beginning of period 2,737,434 1,272,826
-------------- --------------
Cash and cash equivalents at end of period $ 1,281,557 $ 856,228
============== ==============
CASH PAYMENTS:
Interest expense $ 7,306 $ 170,353
============== ==============
Income taxes $ 424,398 $ 2,500
============== ==============
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Increase in other assets $ 40,000 $ -
============== ==============
Increase in intangible assets $ 22,500 $ -
============== ==============
Increase in notes payable $ 300,000 $ -
============== ==============
Increase in common stock $ 250 $ -
============== ==============
Increase in paid-in-capital $ 62,250 $ -
============== ==============
See Accompanying Notes to Consolidated Financial Statements
</table>
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<page>
DETWILER, MITCHELL & CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION
Detwiler, Mitchell & Co. is the holding company for its four
principal operating subsidiaries, Fechtor, Detwiler & Co., Inc.,
an investment banking, merchant banking and brokerage company
headquartered in Boston, MA; K. & S., Inc. ("K&S"), a specialist
firm with operations on the Boston Stock Exchange; James Mitchell
& Co., a financial services company located in San Diego, CA; and
Detwiler, Mitchell & Co. (UK) Limited ("DMC UK") headquartered in
London, England. On March 26, 2001, the Company's stockholders
approved the change of the name of the Company to Detwiler,
Mitchell & Co. from Fechtor, Detwiler, Mitchell & Co.
The Company acquired K&S effective January 1, 2001. K&S is
one of the largest independently owned specialist operations on
the Boston Stock Exchange and was formed 23 years ago.
DMC UK commenced operations on July 30, 2001 and conducts
institutional sales and investment banking operations throughout
the UK and Europe. Employees of DMC UK have significant
international investment experience and specialize in providing
research on fuel cell technology companies.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The consolidated financial
statements of Detwiler, Mitchell & Co. have been prepared in
accordance with the rules and regulations of the Securities and
Exchange Commission and generally accepted accounting principles.
In the opinion of management, all adjustments, consisting only of
normal recurring accruals, have been made to present fairly the
financial statements of the Company.
Principles of Consolidation - The consolidated financial
statements of Detwiler, Mitchell & Co. include the accounts of
its wholly owned subsidiaries. All material intercompany
transactions have been eliminated in consolidation.
Marketable and Non-Marketable Investments - The Company may
receive, as additional consideration for the performance of
investment banking services, warrants to acquire an equity
interest in firms or may lend to or make direct equity
investments in companies through its merchant banking activities.
Marketable and non-marketable investments are recorded at fair
value and result in the recognition of future unrealized gains or
losses due to changes in their fair value. Realized gains and
losses are recognized when the investment is sold.
Fair Value of Other Financial Instruments - The carrying
amount of receivables, payables, and securities owned and
securities sold, not yet purchased are reported in the statement
of financial condition at fair value.
Securities Transactions - Proprietary securities
transactions in regular way trades are recorded on the settlement
date (normally the third business day following the trade date)
which is not materially different from the trade date. Securities
transactions for customers are reported on the settlement date.
Commission revenues and expenses are recorded on the trade date.
Principal Transactions - Principal transactions revenues
primarily represent amounts earned from executing transactions on
behalf of customers in securities for which the Company acts as a
market maker.
6 of 14
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DETWILER, MITCHELL & CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes - Income tax liabilities or assets are recorded
through charges or credits to the current tax provision for the
estimated taxes payable or refundable for the current year.
Deferred tax assets and liabilities are recorded for future tax
consequences attributable to differences between the financial
statement carrying amounts of assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates. A deferred tax valuation
allowance is established if it is more likely than not that all
or a portion of the deferred tax assets will not be realized.
Cash Equivalents - Cash equivalents include instruments with
an original maturity of three months or less.
Net Capital Requirements - Certain subsidiaries of the
Company are subject to broker-dealer net capital requirements. At
June 30, 2001, each broker-dealer subsidiary was in compliance
with its net capital requirement.
Use of Estimates - The preparation of the Company's
financial statements in conformity with accounting principles
generally accepted in the United States of America requires
management to make estimates and assumptions that affect amounts
reported in the accompanying financial statements. Actual results
could vary from the estimates that were used.
NOTE 3. EARNINGS PER SHARE
Basic and diluted net income (loss) per share and weighted
average shares outstanding follows:
<table>
<caption>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------------ -------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
<s> <c> <c> <c> <c>
Net income (loss) $ (104,166) $ 214,301 $ 35,321 $ 379,152
=========== =========== =========== ===========
Net income (loss) per share:
Basic $ (0.04) $ 0.07 $ 0.01 $ 0.12
=========== =========== =========== ===========
Diluted $ (0.04) $ 0.07 $ 0.01 $ 0.12
=========== =========== =========== ===========
Weighted average shares
outstanding:
Basic 2,602,313 3,080,618 2,605,730 3,137,966
Incremental shares
assumed outstanding from
exercise of stock options 6,438 - 22,537 16,300
----------- ----------- ----------- -----------
Diluted 2,608,751 3,080,618 2,628,267 3,154,266
=========== =========== =========== ===========
</table>
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<page>
DETWILER, MITCHELL & CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4. NON-MARKETABLE INVESTMENTS
The Company wrote-down its investment in OptiMark by
$500,000, $250,000 and $250,000 in the first, third and fourth
quarters of 2000, respectively, resulting from information
received in the respective quarters indicating impairment in the value
of the OptiMark investment.
NOTE 5. CONTINGENCIES
The Company, from time to time, is subject to legal
proceedings and claims which arise in the ordinary course of its
business. Management believes that resolution of these matters
will not have a material adverse effect on the Company's results
of operations or financial condition.
NOTE 6. STOCKHOLDERS' EQUITY
On March 26, 2001, the Company's stockholders approved a one-
for-four reverse split of its outstanding common shares reducing
the number of shares outstanding to approximately 2,602,313
shares. Accordingly, common shares outstanding and per share
data have been retroactively adjusted to reflect the reverse
split.
NOTE 7. ACQUISITION OF K. & S., INC.
The Company acquired K&S effective January 1, 2001. K&S is
one of the largest independently owned specialist operations on
the Boston Stock Exchange and was formed 23 years ago. Revenues
for the three and six months ended June 30, 2001 include $393,000
and $1,397,000, respectively, of principal transactions from the
operations of K&S. If the acquisition had been in effect at
January 1, 2000, the Company's pro forma revenues for the three and six months
ended June 30, 2000 would have increased by $1,088,000 and
$2,207,000, respectively from those recorded in the Consolidated
Statement of Operations for the respective period.
8 of 14
<page>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
Detwiler, Mitchell & Co. is the holding company for its four
principal operating subsidiaries, Fechtor, Detwiler & Co., Inc.,
an investment banking, merchant banking and brokerage company
headquartered in Boston, MA; K. & S., Inc. ("K&S"), a specialist
firm with operations on the Boston Stock Exchange; James Mitchell
& Co., a financial services company located in San Diego, CA; and
Detwiler, Mitchell & Co. (UK) Limited ("DMC UK") headquartered in
London, England.
The Company acquired K&S effective January 1, 2001. K&S is
one of the largest independently owned specialist operations on
the Boston Stock Exchange and was formed 23 years ago.
DMC UK commenced operations on July 30, 2001 and conducts
institutional sales and investment banking operations throughout
the UK and Europe. Employees of DMC UK have significant
international investment experience and specialize in providing
research on fuel cell technology companies.
On March 26, 2001, the Company's stockholders approved the
change of the Company's name to Detwiler, Mitchell & Co. from
Fechtor, Detwiler, Mitchell & Co. and a one-for-four reverse
split of the Company's common stock reducing the outstanding
shares to approximately 2,602,313 shares from 10,409,251 shares.
The outstanding shares and earning per share data previously
reported have been retroactively adjusted.
STATEMENT OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED JUNE 30,
2001 COMPARED TO THE THREE MONTH PERIOD ENDED JUNE 30, 2000
Net loss of $104,000 or $0.04 per share - basic and diluted,
on 2.6 million diluted weighted average shares outstanding, for
the three months ended June 30, 2001 compared to net income of
$214,000 or $0.07 per share - basic and diluted, on 3.1 million
basic and diluted weighted average shares outstanding, for the
quarter ended June 30, 2000.
Total revenues for the quarter ended June 30, 2001 were
$5,248,000, an increase of $763,000 or 17%, compared to
$4,485,000 for the same period in 2000. The increase primarily
results from commissions on higher institutional sales at Fechtor
Detwiler and principal transaction revenues from the acquisition
of K&S, partially offset by lower principal transaction revenues
at Fechtor Detwiler.
Commission revenues for the quarter ended June 30, 2001 were
$3,655,000, an increase of $939,000 compared to the same period
last year primarily due to higher institutional sales commissions
partially offset by lower retail sales commissions due to market
conditions.
Principal transaction revenues for the quarter ended June
30, 2001 were $959,000, a decrease of $200,000 compared to the
same period last year. The decrease results from lower principal
transaction revenues at Fechtor Detwiler due to market conditions
partially offset by K&S.
Investment banking revenues for the quarter ended June 30,
2001 increased $278,000 compared to the same period last year due
to the closing of a significant investment banking transaction
during the second quarter of 2001.
Interest income of $89,000 decreased $150,000 compared to
the same period last year due to significantly reduced customer
margin account balances.
Compensation and benefits expense of $3,342,000 for the
quarter ended June 30, 2001 increased $789,000 compared to the
same period last year due to the increase in transaction based
revenues discussed above and compensation and benefits expense at
DMC UK and K&S.
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<page>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
STATEMENT OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED JUNE 30,
2001 COMPARED TO THE THREE MONTH PERIOD ENDED JUNE 30, 2000
(CONTINUED)
Execution costs of $1,059,000 for the quarter ended June 30,
2001 increased $510,000 compared to the same period last year due
primarily to costs paid to other broker-dealers to complete
increased transaction-based commission revenues as well as
execution costs at K&S.
General and administrative expense of $632,000 for the
quarter ended June 30, 2001 increased $63,000 compared to the
same period last year due primarily to DMC UK and K&S.
Occupancy and systems expense of $355,000 increased $69,000
compared to the same period last year due primarily to costs at
DMC UK and K&S as well as trading system enhancements at Fechtor
Detwiler.
Interest expense of $7,000 for the quarter ended June 30,
2001 decreased $73,000 compared to the same period last year due
to lower average notes payable balances from significantly
reduced customer margin accounts.
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2001
COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2000
Net income of $35,000, $0.01 per share - basic and diluted
on 2.6 million weighted average shares outstanding, for the six
months ended June 30, 2001 compared to net income of $379,000,
$0.12 per share - basic and diluted on 3.2 million diluted
weighted average shares outstanding, for the six months ended
June 30, 2000.
Total revenues for the six months ended June 30, 2001 were
$11,728,000, an increase of $1,317,000 or 13%, compared to
$10,411,000 for the same period last year. The increase primarily
results from commissions on higher institutional sales at Fechtor
Detwiler and principal transaction revenues from the acquisition
of K&S, partially offset by lower principal transaction revenues
at Fechtor Detwiler.
Principal transaction revenues for the six months ended June
30, 2001 were $3,255,000, an increase of $88,000 compared to the
same period last year. The increase results from trading profits
at K&S substantially offset by lower principal transaction
revenues at Fechtor Detwiler.
Investment banking revenues for the six months ended June
30, 2001 decreased $179,000 compared to the same period last year
due to higher investment banking transactions during the first
quarter of 2000.
Interest income of $202,000 decreased $315,000 compared to
the same period last year due to significantly reduced customer
margin account balances.
Compensation and benefits expense of $7,178,000 for the six
months ended June 30, 2001 increased $1,022,000 compared to the
same period last year primarily due to the increase in
transaction based revenues discussed above and compensation and
benefits expense at DMC UK and K&S.
Occupancy and systems expense of $675,000 increased $120,000
compared to the same period last year due primarily to costs at
DMC UK and K&S as well as trading system enhancements at Fechtor
Detwiler.
Interest expense of $26,000 for the six months ended June
30, 2001 decreased $144,000 from the same period last year
primarily due to lower average notes payable balances and
interest rates.
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<page>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2001
COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2000 (CONTINUED)
On May 9, 2000, the Company obtained a May 1, 2000
Securities and Exchange Commission filing of OptiMark
Technologies, Inc. ("OptiMark") which disclosed information
questioning OptiMark's ability to continue as a going concern.
Accordingly, the Company wrote-down its investment in OptiMark by
$500,000, or 50%, representing a net adjustment of $300,000 after
income tax benefit.
CAPITAL RESOURCES AND LIQUIDITY
The Company finances its activities primarily from cash
generated by operations, borrowings from its lines of credit and
stockholders' equity.
Cash and cash equivalents at June 30, 2001 of $1,282,000
decreased $1,456,000 from December 31, 2000 primarily the result
of the $1.2 million payment for the K&S acquisition. The
acquisition of K&S was also funded with 25,000 shares of common
stock valued at $62,500 and a note payable of $300,000.
Fechtor Detwiler has two revolving line of credit
facilities. Maximum borrowings under the combined credit
facilities is $15,000,000 and each facility is due on demand.
Borrowing under the line of credit totaled $500,000 at June 30,
2001.
DMC UK received approval to operate in the UK on July 30,
2001. Accordingly, its investment banking and research
production activities have commenced. Year-to-date 2001 results
includes $330,000 in total expenses during the startup phase of
the UK operations.
RECENT ACCOUNTING DEVELOPMENTS
In July 2001, the Financial Accounting Standards Board
issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Intangible Assets." SFAS No. 141 requires
that all business combinations initiated after June 30, 2001
be accounted for using the purchase method of accounting, and
prohibits the use of the pooling-of-interests method for such
transactions. The new standard also requires identified
intangible assets acquired in a business combination to be
recognized as an asset apart from goodwill if they meet
certain criteria.
SFAS No. 142 applies to all goodwill and identified
intangible assets acquired in a business combination. Under
the new standard, all goodwill, including that acquired
before initial application of the standard, should not be
amortized but should be tested for impairment at least
annually. Identified intangible assets should be amortized
over their useful lives and reviewed for impairment in
accordance with SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of." Within six months of initial application of
the new standard, a transitional impairment test must be
performed on all goodwill. Any impairment loss recognized
as a result of the transitional impairment test should be
reported as a change in accounting principle. In addition
to the transitional impairment test, the required annual
impairment test should be performed in the year of adoption
of the standard.
The new standard is effective for fiscal years beginning
after December 15, 2001, and must be adopted as of the
beginning of a fiscal year. Retroactive application is not
permitted. The Company will adopt the new standard on
January 1, 2002, and is currently evaluating the potential
impact of the standard on its financial position and results
of operations.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
Any statements in this report that are not historical facts
are intended to fall within the safe harbor for forward-looking
statements provided by the Private Securities Litigation Reform
Act of 1995. These statements may be identified by such forward-
looking terminology as "expect", "look", "believe",
"anticipate", "may", "will" or similar statements or
variations of such terms. Any forward-looking statements should
be considered in light of the risks and uncertainties associated
with the Company and its businesses, economic and market
conditions prevailing from time to time, and the application and
interpretation of Federal and state tax laws and regulations, all
of which are subject to material changes and which may cause
actual results to vary materially from what had been anticipated.
Certain factors that affect the Company and include conditions
affecting revenues, reliance on key personnel, competition, and
regulatory and legal matters.
Conditions Affecting Revenues. Revenues, cash flows and
earnings of the Company may be adversely affected by volatility
in the financial markets and fluctuating economic and political
conditions which could produce lower commissions, and lower
trading or investment banking revenues, or by a decline in client
account balances resulting from changing industry or economic
conditions or the performance of the capital markets.
Reliance on Key Personnel. The departure of key personnel,
such as skilled institutional and retail brokers, traders,
research analysts or employees responsible for significant client
relationships, could have a material adverse effect on the
results of operations of the Company.
Competition. The Company may experience losses in client
account balances due to the highly competitive nature of its
business, the performance of client accounts compared to the
performance of the market generally, the abilities and
reputations of the Company and its ability to attract new client
accounts and retain existing client relationships and changes in
the brokerage business such as the growth of internet security
trading and information availability.
Regulatory and Legal Factors. The Company's business may be
affected by developments or changes in the regulation, legal
proceedings and claims arising from the conduct of its
businesses.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a.) Exhibits.
The following Exhibits are filed herewith:
99.1 On July 31, 2001, the Company issued a press
release reporting the approval by UK regulators of
the operations of Detwiler, Mitchell & Co. (UK)
Limited.
99.2 On August 2, 2001, the Company issued a press
release containing its earnings for the second
quarter ending June 30, 2001.
13 of 14
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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.
/s/ Detwiler, Mitchell & Co.
----------------------------
Registrant
August 3, 2001 /s/ JAMES K. MITCHELL
- -------------- ------------------------------------
Date James K. Mitchell
Chairman and Chief Executive Officer
August 3, 2001 /s/ STEPHEN D. MARTINO
- -------------- ------------------------------------
Date Stephen D. Martino
Chief Financial Officer and
Principal Accounting Officer