1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark one)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the period ended DECEMBER 29, 1995
/ / Transaction report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from __________ to
__________.
Commission file number: 1-7467
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FIRST OF MICHIGAN CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-2780197
- --------------------------------------------------- -----------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
100 RENAISSANCE CENTER/26TH FLOOR
DETROIT, MICHIGAN 48243
- --------------------------------------------------- -----------------------------------------
(Address of principal executive offices) (Zip Code)
(313) 259-2600
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(Registrant's telephone number, including area code)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(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 / /
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES / / NO / /
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $.10 Par Value - 2,655,733 shares as of February 9, 1996
10-Q
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INDEX
FIRST OF MICHIGAN CAPITAL CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets - December 29, 1995 and
September 29, 1995
Condensed consolidated statements of income - Three months ended
December 29, 1995 and December 30, 1994
Consolidated statements of cash flows - Three months ended December
29, 1995 and December 30, 1994
Notes to condensed consolidated financial statements - December 29,
1995
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
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FIRST OF MICHIGAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
DECEMBER 29, SEPTEMBER 29,
1995 1995
-------------- --------------
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . $2,604,189 $2,995,513
Receivable from brokers and dealers . . . . . . . . . . 11,674,680 4,527,882
Receivable from customers . . . . . . . . . . . . . . . 82,764,812 79,368,761
Notes receivable from employees . . . . . . . . . . . . 1,704,822 2,126,096
Other accounts receivable . . . . . . . . . . . . . . . 2,406,698 1,879,608
Securities owned . . . . . . . . . . . . . . . . . . . 13,419,381 8,387,294
Memberships in exchanges, at cost(market value-
$ 1,185,000 at December 29, 1995 and
$ 856,000 at September 29, 1995) . . . . . . . . . . 430,503 430,503
Equipment and leasehold improvements, at . . . . . . .
depreciated cost . . . . . . . . . . . . . . . . . . 3,221,294 2,828,932
Other investments . . . . . . . . . . . . . . . . . . . 583,359 711,609
Net cash surrender value of life insurance . . . . . . 1,385,141 1,816,471
Deferred income taxes . . . . . . . . . . . . . . . . . 2,992,000 2,892,000
Other assets . . . . . . . . . . . . . . . . . . . . . 2,810,920 2,492,805
------------- -------------
$ 125,997,799 $ 110,457,474
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable to banks . . . . . . . . . . . . . . . $ 49,500,000 $ 29,500,000
Payable to brokers and dealers . . . . . . . . . . . 6,364,217 18,165,571
Payable to customers . . . . . . . . . . . . . . . . 23,789,297 14,070,912
Securities sold, not yet purchased . . . . . . . . . 320,384 530,748
Employee compensation payable . . . . . . . . . . . 11,153,217 12,964,140
Income taxes payable . . . . . . . . . . . . . . . . 380,569 452,587
Other accounts payable and accrued liabilities . . . 4,292,486 3,762,123
Capital lease obligation . . . . . . . . . . . . . . 1,156,316 1,226,623
------------- -------------
96,956,486 80,672,704
Contingencies - See note
Stockholders' equity:
Common stock, $.10 par value 10,000,000
shares authorized, 2,891,558 issued . . . . . . . . 289,156 289,156
Capital in excess of par value . . . . . . . . . . . . 3,676,635 3,687,348
Retained earnings . . . . . . . . . . . . . . . . . . . 27,219,484 26,803,153
-------------- --------------
31,185,275 30,779,657
-------------- --------------
Less treasury stock, at cost - 215,825 shares
at December 29, 1995 and 80,116 at
September 29, 1995 . . . . . . . . . . . . . . . . . (2,143,962) (994,887)
------------- -------------
29,041,313 29,784,770
------------- -------------
$ 125,997,799 $ 110,457,474
============= =============
Note: The balance sheet at September 29, 1995 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. See notes to condensed consolidated
financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
------------------
DECEMBER 29, DECEMBER 30,
1995 1994
----------- -----------
REVENUES:
Commissions . . . . . . . . . . . . . . . . . . . $9,719,951 $7,406,808
Principal transactions . . . . . . . . . . . . . 1,015,766 816,293
Investment banking . . . . . . . . . . . . . . . 2,301,881 2,432,400
Interest . . . . . . . . . . . . . . . . . . . . 1,875,801 1,429,298
Insurance commissions . . . . . . . . . . . . . . 640,336 734,546
Other . . . . . . . . . . . . . . . . . . . . . . 1,453,871 1,229,310
---------- ----------
TOTAL REVENUES . . . . . . . . . . . . . . . . . 17,007,607 14,048,655
---------- ----------
EXPENSES:
Employee compensation and benefits . . . . . . . 9,378,206 7,770,911
Floor brokerage, exchange, clearance and other
fees . . . . . . . . . . . . . . . . . . . . . 1,243,346 1,119,971
Interest . . . . . . . . . . . . . . . . . . . . 857,043 556,026
Taxes, other than income taxes . . . . . . . . . 582,274 515,496
Communications . . . . . . . . . . . . . . . . . 311,987 286,035
Occupancy and equipment rental . . . . . . . . . 1,283,877 1,016,481
Office supplies and expenses . . . . . . . . . . 1,027,792 746,724
Other operating expenses . . . . . . . . . . . . 1,686,752 1,540,338
---------- ----------
TOTAL EXPENSES . . . . . . . . . . . . . . . . . 16,371,276 13,551,982
---------- ----------
Income before income taxes . . . . . . . . . . . . . . . 636,331 496,673
Provision for income taxes . . . . . . . . . . . . . . . 220,000 130,000
---------- ---------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . $ 416,331 $ 366,673
========== =========
Net income per share . . . . . . . . . . . . . . . . . . $ .15 $ .13
========== =========
Average number of common and common equivalent
shares outstanding for income per share . . . . . . . . . 2,754,836 2,927,668
Cash dividends per share . . . . . . . . . . . . . . . . $.00 $ .06
========== ==========
See accompanying notes.
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STATEMENT OF CONSOLIDATED CASH FLOWS
THREE MONTHS ENDED
------------------
DECEMBER 29, DECEMBER 30,
1995 1994
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 416,331 $ 366,673
Noncash items included in Net Income:
Depreciation and amortization . . . . . . . . . . . . . . . . . 204,762 89,355
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . (100,000) (80,000)
Loss on sale of fixed assets . . . . . . . . . . . . . . . . . . 106 ---
------------- --------------
521,199 376,028
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(Increase) decrease in operating receivables:
Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,396,051) 5,362,811
Brokers and dealers . . . . . . . . . . . . . . . . . . . . . . (7,146,798) (4,585,109)
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . 421,274 99,628
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (527,090) 484,022
Increase (decrease) in operating payables:
Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,718,385 37,646
Brokers and dealers . . . . . . . . . . . . . . . . . . . . . . (11,801,354) (3,456,450)
Employee compensation . . . . . . . . . . . . . . . . . . . . . (1,810,923) (1,497,474)
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . (72,018) 138,314
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 530,363 1,870,061
(Increase) decrease in:
Securities inventory . . . . . . . . . . . . . . . . . . . . . . (5,032,087) (7,987,103)
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . 113,215 (349,986)
Increase (decrease) in:
Securities sold, not yet purchased . . . . . . . . . . . . . . . (210,364) 4,225
-------------- --------------
(19,213,448) (9,879,415)
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CASH USED FOR OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . . (18,692,249) (9,503,387)
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term borrowings . . . . . . . . . . . . . . . 20,000,000 10,500,000
Payments on capital lease obligation . . . . . . . . . . . . . . (70,307) (75,000)
Employee stock transactions . . . . . . . . . . . . . . . . . . 17,612 228,155
Repurchases of common stock . . . . . . . . . . . . . . . . . . (1,177,400) (903,055)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . --- (172,913)
------------- --------------
CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . . . . . . . . . . . 18,769,905 9,577,187
------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net payments for equipment and leasehold improvements . . . . . (597,230) (85,004)
Purchases, advances and other activity in other
investments - net . . . . . . . . . . . . . . . . . . . . . . . 128,250 (262,482)
------------- --------------
CASH USED FOR INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . . (468,980) (347,486)
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DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . (391,324) (273,686)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR . . . . . . . . . . . . . 2,995,513 2,612,487
------------- --------------
CASH AND CASH EQUIVALENTS AT END OF YEAR . . . . . . . . . . . . . . . . $ 2,604,189 $ 2,338,801
============= ==============
Income tax payments (refunds) . . . . . . . . . . . . . . . . . . . . . . $ 392,018 $ (62,314)
Interest payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 766,118 $ 509,213
See notes to condensed consolidated financial statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
DECEMBER 29, 1995 AND DECEMBER 30, 1994
SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
The consolidated financial statements include the accounts and operations of
First of Michigan Capital Corporation and its subsidiary companies (the
Company) including First of Michigan Corporation, a registered securities
broker-dealer and a member organization of the New York Stock Exchange, Inc.,
after elimination of all significant intercompany accounts and transactions.
Securities owned and securities sold, not yet purchased, are valued at market
and unrealized gains and losses are reflected in revenues.
Investment account securities are carried at the lower of cost or market.
Certain other investments are accounted for on the equity method. The
Company's equity in such operations was not material in amount during the
periods ended December 29, 1995 and December 30, 1994.
Net income per share is computed on the basis of the weighted average number of
common shares outstanding, assuming dilutive stock options were exercised at
the beginning of the quarter or at the date of issuance, if later, with
applicable proceeds used to acquire additional treasury shares at the average
market price.
INCOME TAXES
The provision for income taxes consists of the following:
THREE MONTHS ENDED
------------------
DECEMBER 29, 1995 DECEMBER 30, 1994
----------------- -----------------
FEDERAL STATE & LOCAL FEDERAL STATE & LOCAL
------- ------------- ------- -------------
Current . . . . . . . . . . . . . . . $ 310,000 $ 10,000 $ 200,000 $ 10,000
Deferred . . . . . . . . . . . . . . (100,000) --- (80,000) ---
----------- ---------- ---------- ---------
Total . . . . . . . . . . . . . . . . $ 210,000 $ 10,000 $ 120,000 $ 10,000
=========== ========== ========== =========
Deferred income taxes principally arise from deferred compensation expense.
CONTINGENCIES
In the normal course of business, First of Michigan Corporation enters into
underwriting commitments. Transactions relating to such underwriting
commitments which were open at December 29, 1995 and subsequently settled, had
no material effect on the financial statements as of that date.
First of Michigan Corporation is the subject of claims made in several civil
actions arising out of its business as a broker-dealer and as an investment
banker. While these actions in the aggregate seek substantial amounts,
management believes that their disposition will not have a material adverse
effect on the financial position of the Company.
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CAPITAL REQUIREMENTS
First of Michigan Corporation is subject to the uniform net capital rule (Rule
15c3-1) of the Securities and Exchange Commission and the capital rules of the
New York Stock Exchange, Inc., of which it is a member, and elects to compute
its net capital requirements in accordance with the alternative method.
Under this method, the Corporation is required to maintain minimum net capital,
as defined, equal to 2 percent of aggregate debit balances arising from
customer transactions, as defined. The net capital rules also provide that
equity capital may not be withdrawn or cash dividends paid if the resulting net
capital would be less than 5 percent of aggregate debits. At December 29, 1995
First of Michigan Corporation's net capital of $14,967,989 was 17 percent of
aggregate debit balances, and was $13,221,818 in excess of the 2 percent
minimum net capital required and $10,602,561 in excess of the 5 percent
dividend restriction.
-------------------------------------
The preceding information is unaudited and accordingly, does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting only of normal recurring accruals) considered
necessary for a fair presentation of the results of the period have been
included. The results for the interim period are not necessarily indicative of
the results to be expected for the full year. For further information, refer
to the financial statements and footnotes thereto included in the Company's
annual report on Form 10-K for the year ended September 29, 1995.
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Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
First quarter fiscal 1996 compared to first quarter fiscal 1995.
GENERAL
First of Michigan Capital Corporation's principal subsidiary is First of
Michigan Corporation, a member of the New York Stock Exchange and Michigan's
largest full-service securities firm. Founded more than 60 years ago, First of
Michigan Corporation specializes in a wide range of financial services that
include investment products such as stocks, bonds, unit trusts and mutual
funds; investment services such as retirement plans, money management,
underwriting and trading and investment banking. First of Michigan offers
these services through its 553 employees located in 32 offices throughout
Michigan, as well as an office at 100 Wall Street, New York.
The Company's profitability, to a large degree, is sensitive to the volume of
trading in securities and the volatility and general level of securities market
prices. While the Company places emphasis on controlling fixed costs, many of
its activities have high operating costs which do not decrease proportionately
with reduced levels of activity. Sustained periods of reduced volume, or loss
of clients, could have adverse effects upon profitability.
RESULTS OF OPERATIONS
Total revenues increased 21% versus the previous year. Overall, retail
trading volume was up for the quarter at First of Michigan Corporation as it
has been throughout the securities industry as a whole. Commission revenues
increased due to increases in both listed and over-the-counter commissions as
well as increased revenues from mutual fund transactions. Revenues from
principal transactions increased due to increased trading profits in the
taxable fixed income area. Partially offsetting these profits was a decline in
trading profits from over-the-counter market-making in equities. Investment
banking revenues decreased modestly due to decreased fees received for
financial consulting as well as management fees from underwriting syndications.
Interest income increased due to the continued increase in customer margin loan
balances as well as a greater emphasis on stock borrowing activities.
Insurance commissions decreased slightly in the areas of life insurance and
variable rate annuities. Other income increased primarily due to
additional service fees received for money management as well as distribution,
administrative and advisory fees for certain money market funds. In addition,
new account openings and assets under management have continued to grow.
Total expenses also increased 21% in line with the increase in revenues. The
largest expense category, employee compensation and benefits, increased in
conjunction with the increase in commission revenues as well as an increase in
salaries associated with staff additions. Offsetting these increases was a
decrease in certain discretionary bonus programs associated with the level of
pre-tax earnings. Floor brokerage, exchange, clearance and other fees
increased due to an increase in commissions paid to fully-disclosed
broker-dealers because of an increase in their revenues. Interest expense
increased because of increased borrowings required to support the increase in
customer margin debit balances, increased levels of inventory holdings, as well
as increased activity in the area of stock loans. Taxes, other than income
taxes, showed modest increases due to the payroll taxes associated with staff
additions as well as an increase in the Michigan Single Business Tax
associated with the increase in revenues and related payroll costs for the
quarter.
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Communication expense, primarily telephone, has increased due to increased
marketing efforts to attract new clients as well as the increase in overall
trade volume. Occupancy and equipment rental costs increased due to the
relocation of several branch offices to larger facilities as well as
increased costs associated with the enhanced computer systems installed
throughout the entire branch network. Office supplies and expenses increased
due to increased service bureau costs associated with the trade processing and
customer statement processing. Postage costs also increased due to the higher
level of transactions. Other expenses increased slightly due to additional
sales promotion and advertising. The provision for income taxes increased in
proportion in the increase in net income for the quarter.
LIQUIDITY AND CAPITAL RESOURCES
Cash used for operating activities showed a net decrease due to increases in
receivables from brokers and dealers. The largest uses of cash for operating
activities was to purchase securities inventories as well as pay down balances
on stock loaned to other brokers. Due to the nature of the Company's business,
the changes in operating asset and liability account balances relative to net
income for any particular accounting period can be quite large and, therefore,
are not very useful indicators of long-term trends in the Company's cash uses
for operations. Cash provided by financing activities consisted of an increase
in bank loans outstanding which was partially offset by the Company's
repurchases of its common stock. At December 29, 1995, approximately 90% of
the Company's assets were liquid, consisting mainly of cash or assets readily
convertible into cash. The Company's largest asset is its receivable from
customers, representing borrowings from the Company by customers to finance the
purchase of securities on margin. Such receivables from customers are
substantially financed by equity capital and short-term borrowings under
established lines of credit with several banking institutions. A total of
$112,000,000 in approved lines of credit was available to the Company at
December 29, 1995, of which $49,500,000 was outstanding.
Under separate agreements, First of Michigan Capital Corporation had available
short-term lines of credit on an unsecured basis, aggregating $8,000,000.
There were no borrowings against these lines of credit at December 29, 1995.
The Company is subject to the net capital requirements of the Securities and
Exchange Commissions and the New York Stock Exchange which are designed to
measure the general financial soundness and liquidity of broker-dealers. The
Company has consistently operated well in excess of the minimum requirements.
At December 29, 1995, the Company's net capital of $14,967,989 exceeded the
minimum requirement by $13,221,818.
Management believes that funds provided by net cash earnings combined with the
liquidity of its assets, its existing capital base and its available lines of
credit are fully adequate to meet the Company's financing needs for the
foreseeable future.
The Company does not engage in any derivative trading, nor is it an end user of
any derivative securities.
CONTINGENT MATTERS
First of Michigan Corporation is the subject of claims made in several civil
actions arising out of its business as a broker-dealer and as an investment
banker. The Company provides for costs related to contingencies when a loss is
probable and the amount is reasonably determinable. While these actions in the
aggregate seek substantial amounts, management believes that their disposition
will not have a material adverse effect on the financial position of the
Company. However, depending on the amount and timing of a potential
unfavorable resolution to a contingency, it is possible that the Company's
future results of operations or cash flows could be materially adversely
affected in that quarter.
OUTLOOK
The Company's money management subsidiary is now operating at a profit and
management anticipates its continued growth. The Company has experienced
increased costs as a result of additional space leased at the corporate offices
as well as increases associated with its newly enhanced computer systems that
have been installed throughout the entire branch network. While these
increased expenses initially have a negative impact on earnings, management
believes that the tools provided to the Company's Investment Executives, as
well as increased marketing efforts, will result in superior client service
and ultimately will have a positive impact on the Company's profitability.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included herein:
(11) Statement Re Computation of Per Share Earnings
(27) Financial Data Schedule
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the three months
ended December 29, 1995.
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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.
FIRST OF MICHIGAN CAPITAL CORPORATION
February 9, 1996 /s/ Steve Gasper, Jr.
-------------------------------------
STEVE GASPER, JR. - PRESIDENT AND
CHIEF EXECUTIVE OFFICER
February 9, 1996 /s/ Conrad W. Koski
-------------------------------------
CONRAD W. KOSKI
EXECUTIVE VICE PRESIDENT & TREASURER
(PRINCIPAL FINANCIAL & ACCOUNTING OFFICER)
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EXHIBIT INDEX
Exhibit
No. Description Page
------- ----------- ----
11 Statement Re Computation of Per Share Earnings
27 Financial Data Schedule