U.S. 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, 1997 or
-----------------------------
] ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
------------------ ----------------
Commission file number 33-35889
----------
Financial Service Corporation
(Exact name of registrant as specified in its charter)
Georgia 58-1842822
- ----------------------------------- ---------------------
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
2300 Windy Ridge Parkway, Suite 1100, Atlanta, GA 30339
- ------------------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 916-6500
----------------
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 June 30, 1997, there were 891,241 shares of the registrant's common stock
outstanding.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Financial Service Corporation and Subsidiaries
Consolidated Balance Sheets
as of June 30, 1997 and December 31, 1996
(Unaudited)
June 30 December 31
1997 1996
-------------- --------------
ASSETS
Cash and cash equivalents $ 5,181,586 $ 5,215,711
Cash segregated under federal regulations 2,829,471 3,632,102
Commissions and other receivables, net 8,293,386 9,072,044
Information systems and equipment
($14,720,017 and $12,039,118, less accumulated
depreciation of $6,453,381 and $5,439,381 as of
June 30, 1997 and December 31, 1996, respectively) 8,266,636 6,599,737
Deferred tax benefit, net 4,157,915 4,840,315
Prepaid expenses and other assets 1,586,061 1,506,763
----------- -----------
Total assets $30,315,055 $30,866,672
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Commissions payable $ 7,503,451 $ 6,345,783
Accounts payable to dealers 2,692,736 4,272,180
Accounts payable and accrued expenses 5,274,077 6,417,417
----------- -----------
Total liabilities 15,470,264 17,035,380
----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value; 5,000,000 shares
authorized; 924,680 shares issued and
outstanding 9,247 9,247
Additional paid-in capital 1,474,113 1,474,113
Retained earnings 13,428,204 12,414,705
----------- -----------
14,911,564 13,898,065
Less:
Treasury stock (33,439 shares at cost) (66,773) (66,773)
----------- -----------
Total stockholders' equity 14,844,791 13,831,292
----------- -----------
Total liabilities and stockholders' equity $30,315,055 $30,866,672
=========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
-1-
Financial Service Corporation and Subsidiaries
Consolidated Statements of Income
for the three and six months ended June 30, 1997 and 1996
(Unaudited)
Three months Three months Six months Six months
ended June 30 ended June 30 ended June 30 ended June 30
1997 1996 1997 1996
--------------- ------------- ------------- -------------
Revenues:
Securities commissions $ 17,577,769 $16,812,963 $34,888,889 $31,432,665
Insurance commissions 12,237,302 11,217,945 24,473,617 19,382,841
Advisory services and other fees 7,796,109 4,318,497 14,746,545 8,271,231
Investment income 123,720 90,497 227,306 175,492
--------------- ------------- ------------- -------------
37,734,900 32,439,902 74,336,357 59,262,229
--------------- ------------- ------------- -------------
Expenses:
Securities commissions 14,899,462 14,241,948 29,228,756 26,373,195
Insurance commissions 10,781,589 9,871,446 21,301,730 17,017,563
Advisory services and other fees 5,841,651 2,933,857 10,932,856 5,500,235
Employee compensation and benefits 2,725,721 2,435,095 5,801,214 4,753,151
General and administrative 2,409,432 1,805,937 4,323,669 3,193,298
Depreciation and amortization 516,901 391,102 1,014,000 744,202
Interest expense 24,305 12,947 38,233 33,847
-------------- ------------- ------------- -------------
37,199,061 31,692,332 72,640,458 57,615,491
--------------- ------------- ------------- -------------
Income before income taxes 535,839 747,570 1,695,899 1,646,738
Provision for income taxes 213,400 - - 682,400 - -
-------------- ----------- ------------ -----------
Net income $ 322,439 $ 747,570 $ 1,013,499 $ 1,646,738
============== ============ ============ ============
Net income per common share $ 0.36 $ 0.85 $ 1.14 $ 1.87
============== ============ ============ ============
Weighted average number of common and
common equivalent shares outstanding 891,241 881,241 891,241 881,241
============== ============ ============ ============
The accompanying notes are an integral part of these consolidated financial statements.
-2-
Financial Service Corporation and Subsidiaries
Consolidated Statement of Changes in Stockholders' Equity
for the six months ended June 30, 1997
(Unaudited)
Additional
Common Stock Paid-In Retained Treasury Stock Stockholders' Equity
Shares Amount Capital Earnings Shares Amount Total Per Share
------- ------- ---------- ----------- ------- --------- ------------ ---------
Balance, December 31, 1996 924,680 $ 9,247 $1,474,113 $12,414,705 33,439 $ (66,773) $ 13,831,292 $15.52
Net income - - - - - - 1,013,499 - - - - 1,013,499 - -
------- ------- ---------- ----------- ------ --------- ------------ ------
Balance, June 30, 1997 924,680 $ 9,247 $1,474,113 $13,428,204 33,439 $ (66,773) $ 14,844,791 $16.66
======= ======= ========== =========== ====== ========= ============ ======
The accompanying notes are an integral part of these consolidated financial statements.
-3-
Financial Service Corporation and Subsidiaries
Consolidated Statements of Cash Flows
for the six months ended June 30, 1997 and 1996
(Unaudited)
30-Jun 30-Jun
1997 1996
------------- -------------
Cash flows from operating activities:
Net income $ 1,013,499 $ 1,646,738
Adjustments to reconcile net income
to net cash provided by operating activities :
Depreciation and amortization 1,014,000 744,202
------------- -------------
2,027,499 2,390,940
------------- -------------
Changes in assets and liabilities:
Decrease (increase) in cash segregated
under federal regulations 802,631 (995,838)
Decrease (increase) in commissions and other receivable 778,658 (375,842)
(Increase) decrease in prepaid expenses and other asset (79,298) 930,513
Decrease in deferred tax benefit 682,400 - -
Increase in commissions payable 1,157,668 1,046,115
(Decrease) increase in accounts payable to dealers (1,579,444) 694,080
(Decrease) increase in accounts payable
and accrued expenses (1,143,340) 465,284
------------- -------------
619,275 1,764,312
------------- -------------
Net cash provided by operating activities 2,646,774 4,155,252
------------- -------------
Cash flows from investing activities:
Investment in information systems and equipment (2,680,899) (1,725,658)
------------- -------------
Net cash used in investing activities (2,680,899) (1,725,658)
------------- -------------
Net (decrease) increase in cash and cash equivalents (34,125) 2,429,594
Cash and cash equivalents at beginning of period 5,215,711 4,382,050
----------- -----------
Cash and cash equivalents at end of period $ 5,181,586 $ 6,811,644
============ ============
Supplemental disclosures of cash flow information:
Cash paid for interest $ 38,233 $ 33,847
============ ============
Income taxes paid $ 150,000 $ 55,000
============ ============
The accompanying notes are an integral part of these consolidated financial statements.
-4-
FINANCIAL SERVICE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Preparation of interim financial statements:
-------------------------------------------
The unaudited consolidated financial statements of Financial Service Corporation
and Subsidiaries, collectively referred to as the "Company", which include the
accounts of FSC Corporation and its subsidiaries, have been prepared in
accordance with generally accepted accounting principles and the rules and
regulations of the Securities and Exchange Commission ("SEC"). In the opinion
of management, these statements include all adjustments necessary for a fair
presentation of the results of all interim periods reported herein. Certain
information and footnote disclosures prepared in accordance with generally
accepted accounting principles have either been condensed or omitted pursuant to
SEC rules and regulations. However, management believes that the disclosures
made are adequate for a fair presentation of results of operations and financial
position. It is suggested that these financial statements be read in
conjunction with the Company's annual financial statements and related notes for
the year ended December 31, 1996.
Certain reclassifications have been made to the prior year's financial
statements to conform to the 1997 presentation.
2. Recently issued accounting standard
-----------------------------------
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No.128, "Earnings per Share." The
statement revises standards for computing and presenting net income per share by
(a) replacing primary net income per share with basic net income per share, (b)
requiring dual presentation of basic and diluted net income per share for
entities with complex capital structures and (c) requiring a reconciliation of
the basic net income per share computation to diluted net income per share.
Basic net income per share is calculated by dividing net income available to
common shareholders by the weighted-average number of common shares outstanding
for the period. Diluted net income per share includes the effect of potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common shares. The adoption of SFAS No.128
will not have a material effect on the Company's earnings per share
calculations.
-5-
3. Income Taxes
------------
The Company accrues income tax expense using a rate of 40 percent of pretax book
income. Management believes the rate of 40 percent is indicative of the actual
rate to be used when computing the 1997 total income tax expense. Other than
alternative minimum tax expense, management expects any current income tax
liability to be offset by net operating loss carryforwards. The Company had
available net operating loss carryforwards of $5,773,000 at December 31, 1996
which expire in varying amounts beginning in 2005 through 2009. The ultimate
use of these net operating loss carryforwards may be restricted by certain
limitations in the Internal Revenue Code.
4. Subsequent Events
-----------------
On July 25, 1997, the Company announced that it had signed an agreement with
SunAmerica Inc. ("SunAmerica"), a financial services company specializing in
retirement savings and investment products and services, accepting SunAmerica's
proposal for the purchase of the Company. This proposal has been approved by
shareholders representing a majority of the outstanding shares of the Company,
but is still subject to certain conditions, including without limitation,
required regulatory approvals, completion of due diligence review and related
agreements. The Company filed Form 8K on July 31, 1997.
-6-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Three and six month periods ended June 30, 1997 compared to the three and six
month periods ended June 30, 1996
General
- -------
The Company's income before income taxes for the three and six month periods
ended June 30, 1997 was $535,839 and $1,695,899, respectively as compared to
$747,570 and $1,646,738 for the comparable periods of 1996. As a result of
income tax expense (see "Note 3. Income Taxes in "Notes to Consolidated
Financial Statements" in the Company's interim financial statements for the six
month period ending June 30, 1997"), the Company's net income in the three and
six month periods ended June 30, 1997 was $332,439 and $1,013,499. Total
Revenues increased 16% and 25% from $32,439,902 and $59,262,229 for the three
and six month periods ended June 30, 1996 to $37,734,900 and $74,336,357 for the
comparable periods of 1997. Total Expenses increased 17% and 26% from
$31,692,332 and $57,615,491 for the three and six month periods ended June 30,
1996 to $37,199,061 and $72,640,458 for the three and six month periods ended
June 30, 1997.
The Company intends to continue its program of investing and improving its
marketing and information systems in order to provide enhanced and more
effective support services to field associates, as well as to increase the
efficiency of back-office operations. Additionally, the Company is also
investing funds in marketing and distributing existing products and services
through financial institutions. In order to improve its revenue growth, the
Company plans to maintain its strategy of recruiting high quality
representatives and licensing and transferring field forces of existing broker
dealers if such opportunities arise on an economically feasible basis. These
investments are expected to be funded from current cash flow and working
capital.
The determination was made as of December 31, 1996 that, based on available
evidence it is more likely than not that the Company will be able to use a
portion of available net operating loss carryforwards to offset taxable income.
In 1996, a deferred tax asset valuation allowance was reduced on a quarterly
basis resulting in no current income tax expense for the first or second quarter
of 1996. Current income tax expense has been reflected in the interim periods
of 1997. See Note 3. Income Taxes in "Notes to Consolidated Financial
Statements" in the Company's interim financial statements for the six month
period ending June 30, 1997 and Note 7. Income Taxes in "Notes to Consolidated
Financial Statements" in the Company's annual audited financial statements for
the year ended December 31, 1996.
-7-
Results of Operations
- ---------------------
Commission revenues increased from $28,030,908 and $50,815,506 for the three and
six month periods ended June 30, 1996 to $29,815,071 and $59,362,506 for the
comparable periods of 1997. The increase of 6% in the second quarter of 1997
and 17% for the six month period ended June 30, 1997 over comparable 1996
periods resulted from increased productivity of existing representatives,
favorable financial market conditions, an increased number of registered
representatives associated with the Company and growth in the distribution of
products through financial institutions. The number of representatives
increased from 1,278 as of June 30, 1996 to 1,445 as of June 30, 1997, an
increase of 13% or 167 representatives.
The increase in securities commission revenues is attributable to the increase
of 10% and 13% in mutual fund revenues from $13,464,595 and $25,299,186 for the
three and six month periods ended June 30, 1996 to $14,739,959 and $28,662,050
for the comparable periods of 1997. The increase in insurance commission
revenues is due to increased variable insurance revenues of 11% and 30% from
$9,908,512 and $16,869,626 for the three and six month periods ended June 30,
1996 to $10,973,560 and $21,889,193 for the comparable periods of 1997.
Commission expenses increased 7% and 16% from $24,113,394 and $43,390,758 for
the three and six month periods ended June 30, 1996 to $25,681,051 and
$50,530,486 for the three and six month periods ended June 30, 1997. The
increase in commission expense is due to increased volume of commission revenues
from the sales of mutual funds and variable insurance products. Commission
expense represented 86.1% and 85.1% of gross commission revenue for the three
and six month periods ended June 30, 1997 as compared to 86.0% and 85.4% for the
comparable periods in 1996.
The increase in commission revenues resulted in an increase in net commission
revenue (commission revenue less commission expense) of 6% from $3,917,514 to
$4,134,020 for the three months ended June 30, 1997 and 19% from $7,424,748 to
$8,832,020 for the six months ended June 30, 1997 over comparable periods of
1996.
Advisory Services and Other Fees
- --------------------------------
Advisory services and other fee revenues increased 81% and 78% from $4,318,497
and $8,271,231 for the three and six month periods ended June 30, 1996 to
$7,796,109 and $14,746,545 for the three and six month periods ended June 30,
1997. The increase reflects greater emphasis on the fee based line of business
and was the result of an increase in advisory services revenue provided by
representatives of 45% and 42% from $2,002,933 and $3,838,231 for the three and
six month periods ended June 30, 1996 to $2,895,592 and $5,443,652 for the
comparable periods of 1997. Fee based business growth reflects industry trends,
an increase in client assets under management and improved Company fee based
services and training.
-8-
Institutional revenues increased 113% from $542,267 to $1,152,682 for the three
months ended June 30, 1997 and 73% from $1,146,260 to $1,978,691 for the six
months ended June 30, 1997 over comparable periods of 1996. These monies are
paid to the Company for distribution and marketing support, and access to the
growing number of registered representatives affiliated with the Company.
In addition, increases in other fee revenues from $76,324 and $86,752 for the
three and six month periods ended June 30, 1996 to $1,893,999 and $3,554,796 for
the comparable periods of 1997 is attributable to the implementation of the
Company's supervision policy required by National Association of Securities
Dealers, Inc. ("NASD") Notice to Members 94-44 ("NTM 94-44") issued in 1994.
Advisory services expense and other fee expenses increased from $2,933,857 and
$5,500,235 for the three and six month periods ended June 30, 1996 to $5,841,651
and $10,932,856 for the comparable periods of 1997. The increase is
attributable to the increase in volume of advisory services and other fee
revenues discussed in the preceding paragraph.
Investment Income and Interest Expense
- --------------------------------------
Investment income increased 37% and 30% from $90,497 and $175,492 for the three
and six month periods ended June 30, 1996 to $123,720 and $227,306 for the
comparable periods of 1997. The increase in investment income is attributable
to the increase in funds available for investment in 1997.
The Company has no debt. Interest expense is related solely to clearing
activity with Pershing Division of Donaldson, Lufkin & Jenrette Securities
Corporation ("Pershing"), for which the Company effectuates exchange
transactions for its customers. Interest expense increased from $12,947 and
$33,847 for the three and six month periods ended June 30, 1996 to $24,305 and
$38,233 for the comparable periods of 1997.
Employee Compensation and Benefits
- ----------------------------------
The number of full-time personnel employed by the Company increased 20% from 153
as of June 30, 1996 to 183 as of June 30, 1997. The increase in number of
employees is related to the growth in Company business.
Total Employee Compensation and Benefits increased 12% and 22% from $2,435,095
and $4,753,151 for the three and six month periods ended June 30, 1996 to
$2,725,721 and $5,801,124 for the three and six month periods ended June 30,
1997. The increase was the result of several factors including expenses
associated with additional personnel, incentive compensation and merit increases
in base salaries.
-9-
General and Administrative Expenses
- -----------------------------------
General and administrative expenses increased 33% and 35% from $1,805,937 and
$3,193,298 for the three and six month periods ended June 30, 1996 to $2,409,432
and $4,323,669 for the comparable 1997 periods. The increase is related to the
growth in Company operations and services associated with increases in business
volume and the expanded marketing of products through financial institutions.
Depreciation and Amortization
- -----------------------------
Depreciation and amortization expense increased 32% and 36% from $391,102 and
$744,202 for the three and six month periods ended June 30, 1996 to $516,901 and
$1,014,000 for the comparable 1997 periods. The increase is the result of
continuing investment in information systems and equipment and the resulting
increase in depreciation and amortization. The total capitalized investments in
information systems during the first half of 1997 were $2,681,000 as compared to
$1,726,000 for the comparable period of 1996.
-10-
Liquidity and Capital Resources
- -------------------------------
The Company maintained a relatively strong cash and working capital position
with cash and cash equivalents comprising 17% of total assets as of June 30,
1997 and December 31, 1996. Total liabilities have decreased $1,565,000 from
December 31, 1996 to June 30, 1997. The primary determinants for the decrease
in total liabilities were decreases in accounts payable to dealers and other
accrued expenses of $1,579,000 and $1,143,000, respectively, related to the
timing of payment of commissions and other payables. Offsetting the above
decreases was the increase in commissions payable of $1,158,000.
Operating cash, which excludes cash required to be segregated under provisions
of the Securities Exchange Act of 1934, increased $2,647,000 from December 31,
1996 to June 30, 1997. This increase is affected by increased net income and
the timing of collections of commissions receivable and payments of commissions
payable. The Company has made capital investments, primarily hardware and
software enhancements to its information systems of $2,681,000 during the first
half of 1997.
The segregated cash balance decreased $803,000 from December 31, 1996 to June
30, 1997. The decrease is entirely due to the timing of cash receipts. The
segregated cash balance of $2,829,471 represents amounts received on behalf of
customers for mutual fund purchases on or before June 30, 1997 that settled
subsequent to June 30, 1997. This cash was transferred to the appropriate
mutual fund companies upon settlement of the transactions. The related
liability is recorded as accounts payable to dealers.
As of June 30, 1997, FSC Securities had net capital of $4,498,717, which is
$3,827,445 in excess of the required net capital under the Securities Exchange
Commission Rule 15c3-1. As of December 31, 1996, FSC Securities had net capital
of $2,742,411, which was an excess of $2,007,616 over the required net capital.
Based on current operations, the Company believes its cash and working capital
position is adequate for planned future growth and cash needs.
Financial Condition
- -------------------
The Company's financial condition continues to improve, as evidenced by
continued increases in revenues, liquidity and net worth. The increasing
productivity of existing field associates coupled with the recruiting of
additional qualified professional representatives contributes to the Company's
growth and management believes this provides an improved basis for future
growth.
-11-
PART II
Item 1. Legal Proceedings
The Company and certain of its subsidiaries are parties to various legal
proceedings, including civil actions, administrative proceedings and arbitration
proceedings, relating to the business conducted by such parties. In recent
years, there has been an increased incidence of litigation involving the
securities industry, particularly with respect to retail securities firms such
as the Company's subsidiary, FSC Securities Corporation ("FSC Securities").
Such litigation is attributable in part to the nature of the business in which
FSC Securities is engaged, which involves the execution of a substantial number
of financial transactions on behalf of thousands of customers involving
substantial financial investments. FSC Securities has been named as a defendant
or a respondent in pending litigation, including civil actions and arbitration
proceedings, concerning matters arising in connection with its retail business.
While the ultimate resolution of this litigation against the Company cannot be
predicted with certainty, after considering all relevant facts, including
insurance which covers certain of these suits, management of the Company
believes adequate amounts have been provided to cover any liability resulting
from these matters.
For description of certain pending legal proceedings see the Company's report on
Form 10-K for the year ended December 31, 1996.
-12-
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The following are filed as exhibits to this report:
Exhibit Sequential
Number Description Page Number
------- ----------- -----------
There are no exhibits.
(b) Form 8-K for Item 5. "Other Events" was filed on July 31, 1997.
-13-
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.
Date August 1, 1997 FINANCIAL SERVICE CORPORATION
--------------------------- -----------------------------
(Registrant)
/s/ Barry F. Kane
------------------------------
Barry F. Kane,
Treasurer
(Duly Authorized Officer and
Principal Financial Officer)