UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2005 Commission File Number 001-12629
------------- ---------
OLYMPIC CASCADE FINANCIAL CORPORATION
-------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-4128138
- ------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer incorporation or
organization) Identification No.)
875 North Michigan Avenue, Suite 1560, Chicago, Illinois 60611
--------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (312) 751-8833
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
The number of shares outstanding of registrant's common stock, par value $0.02
per share, at August 4, 2005 was 5,045,878.
1
OLYMPIC CASCADE FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
ASSETS
June 30, September 30,
2005 2004
(unaudited) (see note below)
------------ ------------
CASH $ 59,000 $ 351,000
DEPOSITS WITH CLEARING ORGANIZATIONS 500,000 995,000
RECEIVABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS 3,486,000 3,821,000
OTHER RECEIVABLES, net of allowance for uncollectible accounts of $900,000
and $850,000 at June 30, 2005 and September 30, 2004, respectively 633,000 889,000
ADVANCES TO REGISTERED REPRESENTATIVES 1,714,000 1,736,000
SECURITIES HELD FOR RESALE, at market 897,000 149,000
FIXED ASSETS, net 251,000 301,000
SECURED DEMAND NOTE 1,000,000 1,000,000
OTHER ASSETS 545,000 480,000
------------ ------------
TOTAL ASSETS $ 9,085,000 $ 9,722,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
BANK OVERDRAFT $ 142,000 $ --
PAYABLE TO BROKER-DEALERS AND CLEARING ORGANIZATIONS 462,000 115,000
SECURITIES SOLD, BUT NOT YET PURCHASED, at market 434,000 33,000
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES 3,362,000 4,790,000
NOTES PAYABLE 1,914,000 1,855,000
------------ ------------
TOTAL LIABILITIES 6,314,000 6,793,000
------------ ------------
SUBORDINATED BORROWINGS 1,000,000 1,000,000
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, 200,000 shares authorized at June 30,
2005 and September 30, 2004 respectively; 50,000 shares designated
as
Series A at June 30, 2005 and September 30, 2004, respectively -- --
Series A 9% cumulative convertible preferred stock, $.01 par value, 50,000
shares authorized at June 30, 2005 and September 30, 2004, respectively;
33,320 shares issued and outstanding (liquidation preference: $3,332,000)
and 31,117 shares issued and outstanding (liquidation preference: $3,117,700)
at June 30, 2005 and September 30, 2004, respectively -- --
Common stock, $.02 par value, 30,000,000 shares authorized at June 30, 2005
and September 30, 2004 respectively; 5,045,878 and 4,984,332 issued
and outstanding, at June 30, 2005 and September 30, 2004, respectively 101,000 100,000
Additional paid-in capital 15,164,000 14,790,000
Accumulated deficit (13,494,000) (12,961,000)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 1,771,000 1,929,000
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,085,000 $ 9,722,000
============ ============
Note: The balance sheet at September 30, 2004 has been derived from the audited
consolidated financial statements at that date.
2
OLYMPIC CASCADE FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
----- Three Months Ended ------ ------ Nine Months Ended ------
June 30, June 30, June 30, June 30,
2005 2004 2005 2004
------------ ------------ ------------ ------------
REVENUES:
Commissions $ 6,500,000 $ 10,852,000 $ 25,646,000 $ 37,525,000
Net dealer inventory gains 1,810,000 1,715,000 4,402,000 5,767,000
Investment banking 278,000 398,000 516,000 1,098,000
Interest and dividends 621,000 937,000 1,983,000 2,468,000
Transfer fees and clearing services 681,000 769,000 2,257,000 2,098,000
Gains on extinguishments of debt -- -- -- 1,131,000
Other 106,000 183,000 507,000 515,000
------------ ------------ ------------ ------------
TOTAL REVENUES 9,996,000 14,854,000 35,311,000 50,602,000
------------ ------------ ------------ ------------
EXPENSES:
Commissions 7,269,000 10,296,000 25,388,000 34,604,000
Employee compensation and related expenses 1,213,000 1,399,000 3,765,000 4,207,000
Clearing fees (664,000) 635,000 6,000 2,397,000
Communications 365,000 751,000 1,200,000 2,061,000
Occupancy and equipment costs 713,000 807,000 2,186,000 2,248,000
Professional fees 294,000 637,000 1,014,000 1,462,000
Litigation settlement -- -- -- 400,000
Interest 120,000 118,000 347,000 260,000
Taxes, licenses, registration 102,000 182,000 260,000 444,000
Other administrative expenses 473,000 339,000 1,356,000 1,069,000
------------ ------------ ------------ ------------
TOTAL EXPENSES 9,885,000 15,164,000 35,522,000 49,152,000
------------ ------------ ------------ ------------
NET INCOME (LOSS) 111,000 (310,000) (211,000) 1,450,000
Preferred stock dividends (75,000) (70,000) (215,000) (196,000)
------------ ------------ ------------ ------------
Net income (loss) attributable to common stockholders $ 36,000 $ (380,000) $ (426,000) $ 1,254,000
============ ============ ============ ============
NET INCOME (LOSS) PER COMMON SHARE
Basic:
Net income (loss) attributable to common stockholders $ 0.01 $ (0.11) $ (0.08) $ 0.37
============ ============ ============ ============
Diluted:
Net income (loss) attributable to common stockholders $ 0.01 $ (0.11) $ (0.08) $ 0.24
============ ============ ============ ============
Weighted average number of shares outstanding:
Basic 5,045,878 3,397,885 5,017,486 3,377,630
============ ============ ============ ============
Diluted 5,123,861 3,397,885 5,017,486 6,055,194
============ ============ ============ ============
See notes to consolidated financial statements.
3
OLYMPIC CASCADE FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
--------Nine Months Ended---------
June 30, 2005 June 30, 2004
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (211,000) $ 1,450,000
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities
Depreciation and amortization 113,000 128,000
Amortization of note discount 134,000 81,000
Provision for doubtful accounts 50,000 75,000
Gains on extinguishments of debt -- (1,131,000)
Forgiveness of loan -- (251,000)
Issuance of common stock in settlement of arbitrations and claims 40,000 --
Changes in assets and liabilities
Deposits with clearing organizations 495,000 272,000
Receivables from broker-dealers, clearing organizations and others 563,000 (387,000)
Securities held for resale, at market (748,000) (239,000)
Other assets (65,000) (47,000)
Payables (1,087,000) (1,037,000)
Securities sold, but not yet purchased, at market 401,000 625,000
-------------- --------------
Net cash used in operating activities (315,000) (461,000)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (64,000) (184,000)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in cash overdraft 142,000 --
Net proceeds from issuance of notes payable and warrants -- 1,032,000
Payment of notes payable (75,000) (750,000)
Exercise of stock options and warrants 20,000 225,000
-------------- --------------
Net cash provided by financing activities 87,000 507,000
-------------- --------------
NET DECREASE IN CASH (292,000) (138,000)
CASH BALANCE
Beginning of the period 351,000 451,000
-------------- --------------
End of the period $ 59,000 $ 313,000
============== ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period
for:
Interest $ 215,000 $ 85,000
============== ==============
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
FINANCING ACTIVITIES
Gains on extinguishments of debt $ -- $ 1,131,000
============== ==============
Forgiveness of loan $ -- $ 251,000
============== ==============
Warrants issued in connection with debt $ -- $ 341,000
============== ==============
Preferred stock dividends $ 322,000 $ 503,000
============== ==============
See notes to consolidated financial statements.
4
OLYMPIC CASCADE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION AND MANAGEMENT LIQUIDITY PLANS
The accompanying consolidated financial statements of Olympic Cascade Financial
Corporation ("Olympic" or the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial statements and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and disclosures required
for annual financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. The consolidated financial statements as of and
for the periods ended June 30, 2005 and June 30, 2004 are unaudited. The results
of operations for the interim periods are not necessarily indicative of the
results of operations for the fiscal year. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements and related footnotes included thereto in the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 2004.
The Company has historically satisfied its capital needs with cash generated
from operations or from financing activities. The Company believes that despite
the current weaker market conditions, the Company will have sufficient funds to
maintain its current level of business activities during fiscal year 2005. If
market conditions should weaken further, the Company would need to consider
curtailing certain of its business activities, further reducing its fixed
overhead costs and/or seek additional sources of financing.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the Financial Accounting Standards Board ("FASB") issued its
final standard on accounting for share-based payments ("SBP"), FASB Statement
No. 123R (revised 2004), "Share-Based Payment." The Statement requires companies
to expense the value of employee stock options and similar awards. Under FAS
123R, SBP awards result in a cost that will be measured at fair value on the
awards' grant date, based on the estimated number of awards that are expected to
vest. Compensation cost for awards that vest would not be reversed if the awards
expire without being exercised. The effective date for the Company is the first
interim reporting period beginning after September 30, 2005, and applies to all
outstanding and unvested SBP awards at a company's adoption. Management has not
yet determined the impact of this pronouncement on the Company's financial
statements.
In May 2005, the FASB issued FASB 154, "Accounting Changes and Error
Corrections." The Statement replaces APB Opinion No. 20, Accounting Changes, and
FASB Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements, and changes the requirements for the accounting for and reporting of
a change in accounting principle. The Statement applies to all voluntary changes
in accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed. This statement is
effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005.
Stock-Based Compensation - During fiscal year 2003, the Company adopted
Statement of Financial Accounting Standard ("SFAS") No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure." This statement amended
SFAS No. 123, "Accounting for Stock-Based Compensation." As permitted under SFAS
No. 123, the Company continues to apply the Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees." As required under SFAS No.
148, the following table presents pro forma net income (loss) attributable to
common stockholders for basic and diluted net income (loss) per share as if the
fair value-based method had been applied to all awards.
5
Three Months Ended Nine Months Ended
------------------------------- -------------------------------
June 30, 2005 June 30, 2004 June 30, 2005 June 30, 2004
------------------------------- -------------------------------
Net income (loss) attributable to common stockholders
- as reported $ 36,000 $ (380,000) $ (426,000) $ 1,254,000
Stock-based employee compensation cost determined
under fair value method, net of tax effects -- (90,000) (869,000) (163,000)
------------------------------- -------------------------------
Net basic income (loss) attributable to common
stockholders - pro forma 36,000 (470,000) (1,295,000) 1,091,000
Effect of dilutive securities - preferred stock
dividends -- -- -- 196,000
------------------------------- -------------------------------
Net diluted income (loss) attributable to common
stockholders - pro forma $ 36,000 $ (470,000) $ (1,295,000) $ 1,287,000
=============================== ===============================
Earnings (loss) per share Basic earnings (loss) per share:
Net income (loss) attributable to common stockholders
- as reported $ 0.01 $ (0.11) $ (0.08) $ 0.37
Per share stock-based employee compensation cost
determined under fair value method, net of tax effects -- (0.03) (0.17) (0.05)
------------------------------- -------------------------------
Net basic income (loss) attributable to common
stockholders - pro forma $ 0.01 $ (0.14) $ (0.25) $ 0.32
=============================== ===============================
Diluted earnings (loss) per share:
Net income (loss) attributable to common stockholders
- as reported $ 0.01 $ (0.11) $ (0.08) $ 0.24
Per share stock-based employee compensation cost
determined under fair value method, net of tax effects -- (0.03) (0.17) (0.03)
------------------------------- -------------------------------
Net diluted income (loss) attributable to common
stockholders - pro forma $ 0.01 $ (0.14) $ (0.25) $ 0.21
=============================== ===============================
The Black-Scholes option valuation model is used to estimate the fair value of
the options granted in the three and nine-month periods ended June 30, 2005 and
2004. The model includes subjective input assumptions that can materially affect
the fair value estimates. The model was developed for use in estimating the fair
value of traded options that have no vesting restrictions and that are fully
transferable. For example, the expected volatility is estimated based on the
most recent historical period of time equal to the weighted average life of the
options granted. Options issued under the Company's option plans have
characteristics that differ from traded options. In management's opinion, this
valuation model does not necessarily provide a reliable single measure of the
fair value of its employee stock options. Principal assumptions used in applying
the Black-Scholes model along with the results from the model were as follows:
On February 14, 2005, the Company issued to employees 150,000 options to
purchase common stock. The options vested immediately at the date of the grant,
have a 5-year life and are exercisable at prices ranging from $1.25 to $1.375.
The weighted average fair value of these options is approximately $1.30 per
share.
Three months ended December 31,
2005 2004
------- -------
Assumptions:
Risk-free interest rate 3.15% 2.48%
Expected life, in years 5.0 3.0
Expected volatility 135% 123%
Results:
Fair value of options granted $ 1.10 $ 1.47
6
On February 14, 2005, the Company also modified the terms of 522,000 existing
options by restating the exercise price to a range from $1.25 to $1.375 and
fully accelerating the vesting period for these options. As such, the guidance
provided by FASB Interpretation No. 44 "Accounting for Certain Transactions
involving Stock Compensation" requires a stock option or award, which is
modified to comply with variable accounting. As a result, there may be an
additional charge to record until the options are exercised. There was no
additional charge required for the three and nine months ended June 30, 2005.
NOTE 3. SECURITIES HELD FOR RESALE AND SECURITIES SOLD, BUT NOT YET PURCHASED
The following table shows the quoted market values of the Company's securities
held for resale and securities sold, but not yet purchased as of June 30, 2005:
Securities held Securities sold, but
for resale not yet purchased
---------------- ----------------
Corporate Stocks $ 48,000 $ 95,000
Corporate Bonds 823,000 132,000
Government Obligations 26,000 207,000
---------------- ----------------
$ 897,000 $ 434,000
================ ================
NOTE 4. CLEARING AGREEMENTS
In December 2003, the Company engaged in various discussions with the NASD
relating to the Security Agreement between National Securities Corporation
("National") and First Clearing, and its effect on the computation of National's
net capital. As a result of these discussions, on December 15, 2003, the Company
and First Clearing agreed in principle to the following: (1) National's clearing
deposit was reduced from $1,000,000 to $500,000; (2) the excess $500,000
resulting from this reduction was paid to First Clearing to reduce the Company's
outstanding loan balance on its promissory note; and (3) the Security Agreement
between National and First Clearing was terminated. Furthermore, First Clearing
forgave payment of a $375,000 loan that was due to be paid in January 2004,
resulting in a $375,000 gain on extinguishment of debt in the first quarter of
fiscal year 2004.
In February 2004, the Company paid First Clearing $250,000 to fully repay its
promissory note that had a balance of approximately $1,006,000 at such time. As
a result of the repayment of this note, the Company realized a gain on
extinguishment of debt of approximately $756,000 in the second quarter of fiscal
year 2004. Additionally, National and First Clearing mutually agreed to
terminate their clearing relationship.
In June 2004, National entered into an agreement with Fiserv Securities, Inc.
("Fiserv") to clear its brokerage business. The conversion from First Clearing
to Fiserv was completed in the first week of October 2004. As part of this
transaction, Fiserv provided National with an $800,000 conversion assistance
payment, $250,000 of which was paid in June 2004, $250,000 of which was paid in
August 2004, and $300,000 of which was paid in October 2004.
In March 2005, National Financial Services LLC ("NFS") acquired the clearing
business of Fiserv. In April 2005, National entered into a clearing agreement
with NFS that became effective in June 2005. As part of this transaction, NFS
provided National with a $1.0 million conversion fee credit to reimburse the
Company for the transitional, incremental costs incurred by National relating to
7
the conversion of its clearing business to NFS. National was paid $250,000 in
May 2005, and the remaining $750,000 was paid in July 2005. The clearing
agreement includes a termination fee if National terminates the agreement
without cause that is initially $2.0 million and reduces to $125,000 over the
eight-year term of the agreement. Additionally, in June 2005 National entered
into a clearing agreement with Penson Financial Services, Inc. for the purpose
of providing clearing services that are not provided by NFS. The Company
believes that the overall effect of the new clearing relationships will be
beneficial to the Company's cost structure, liquidity and capital resources.
NOTE 5. CONTINGENCIES
In June 2002, National was named, together with others, as a defendant in a
class action lawsuit relating to a series of private placements of securities in
Fastpoint Communications, Inc. in the Superior Court for the State of California
for the County of San Diego. Plaintiffs are seeking approximately $14.0 million,
but no specific amount of damages has been sought against National in the
complaint. National filed its answer in April 2003. In January 2004, the court
entered an order denying class certification. As a result of this order denying
class certification, the only remaining claims against National are the
individual claims asserted by the two class representatives totaling $60,000.
Plaintiffs thereafter filed an appeal of the order denying class certification.
The action in the lower court, including a pending motion for summary judgment,
has been stayed. In May 2005, the California Court of Appeal affirmed the order
denying class certification. As a result National anticipates that the order
staying the action with respect to the remaining $60,000 in claims will be
lifted and the case will move forward. At that time, National will press its
pending motion for summary judgment. National believes it has meritorious
defenses and intends to vigorously defend this action, although the ultimate
outcome of the matter cannot be determined at this time. Accordingly, the
Company is unable to predict the outcome of this matter, and no adjustments have
been made in the consolidated financial statements in response to this matter.
The NASD has been engaged in an industry-wide investigation of mutual fund
trading activities. National is one of the numerous broker-dealers that were
contacted by the NASD with respect to this investigation. The NASD identified
certain customer mutual fund transactions ordered through National during the
time period from October 2000 to February 2003 that it believed constituted
mutual fund timing and/or excessive trading activity. National engaged in
discussions and negotiations with the NASD to informally resolve these matters.
Such resolution resulted in a settlement in August 2004, whereby National,
without admitting or denying any violations, agreed to make both restitution and
pay a fine to the NASD, that in the aggregate approximated $600,000.
Additionally, the Company is obligated to pay the fines imposed by the NASD on
two executive officers totaling $50,000 pursuant to its indemnification
obligations. The unpaid balance of approximately $194,000 at June 30, 2005 has
been included in "Accounts Payable, Accrued Expenses and Other Liabilities" in
the accompanying consolidated statements of financial condition.
The Company is also a defendant in various other arbitrations and administrative
proceedings, lawsuits and claims, seeking damages that the Company approximates
at $1.5 million (exclusive of unspecified punitive damages related to certain
claims and inclusive of expected insurance coverage). The Company has filed a
counterclaim for approximately $220,000 in one such proceeding. These matters
arise in the normal course of business. The Company intends to vigorously defend
itself in these actions, and believes that the eventual outcome of these matters
will not have a material adverse effect on the Company. However, the ultimate
outcome of these matters cannot be determined at this time. The amounts related
to such matters that are reasonably estimable and which have been accrued at
June 30, 2005 is $165,000, and has been included in "Accounts Payable, Accrued
Expenses and Other Liabilities" in the accompanying consolidated statements of
financial condition. The Company has included in "Professional fees" litigation
and NASD related expenses of $164,000 and $484,000 for the third quarter of
fiscal year 2005 and 2004, respectively, and $695,000 and $1,183,000 for the
nine months of fiscal year 2005 and 2004, respectively.
8
NOTE 6. CUMULATIVE DIVIDENDS ON CONVERTIBLE PREFERRED STOCK
The holders of the Company's Series A Convertible Preferred Stock are to receive
dividends on a quarterly basis at a rate of 9% per annum per share. Such
dividends are cumulative and accrue whether or not declared by the Company's
Board of Directors, but are payable only when, as and if declared by the
Company's Board of Directors. In March 2005, the Company's Board of Directors
declared an in-kind dividend in the aggregate of 2,143 shares of Series A
Preferred Stock, in payment of approximately $322,000 of dividends accrued
through March 31, 2005. Such shares were issued on April 30, 2005. At June 30,
2005, the accumulated dividend on the Company's 33,320 issued and outstanding
shares of Series A Preferred Stock was approximately $75,000.
NOTE 7. INCOME (LOSS) PER COMMON SHARE
Basic income (loss) per share is computed on the basis of the weighted average
number of common shares outstanding. Diluted income (loss) per share is computed
on the basis of the weighted average number of common shares outstanding plus
the potential dilution that could occur if securities or other contracts to
issue common shares were exercised or converted. Stock options and warrants, and
conversion of the cumulative convertible Preferred Stock, were excluded from the
diluted loss per share computation for the nine month period ended June 30, 2005
and the three month period ended June 30, 2004, since the Company incurred a
loss for these periods and the inclusion of such securities would be
antidilutive.
The following table sets forth the components used in the computation of basic
and diluted income (loss) per common share:
Three Months Ended Nine Months Ended
---------------------------------- ----------------------------------
June 30, 2005 June 30, 2004 June 30, 2005 June 30, 2004
---------------------------------- ----------------------------------
Numerator:
Net income (loss) $ 111,000 $ (310,000) $ (211,000) $ 1,450,000
Preferred stock dividends (75,000) (70,000) (215,000) (196,000)
---------------------------------- ----------------------------------
Numerator for basic earnings per share
-- income (loss) attributable to
common stockholders 36,000 (380,000) (426,000) 1,254,000
Effect of dilutive securities:
Preferred stock dividends -- -- -- 196,000
---------------------------------- ----------------------------------
Numerator for diluted earnings per share
-- income (loss) attributable to
common stockholders $ 36,000 $ (380,000) $ (426,000) $ 1,450,000
================================== ==================================
Denominator:
Denominator for basic earnings per
share--weighted average shares 5,045,878 3,397,885 5,017,486 3,377,630
---------------------------------- ----------------------------------
Effect of dilutive securities:
Stock options 24,665 -- -- 42,892
Warrants 53,318 -- -- 556,207
Assumed conversion of Series A
Preferred Stock -- -- -- 2,078,465
---------------------------------- ----------------------------------
Dilutive potential common shares 77,983 -- -- 2,677,564
---------------------------------- ----------------------------------
Denominator for diluted earnings per
share--adjusted weighted-average
shares and assumed conversions 5,123,861 3,397,885 5,017,486 6,055,194
================================== ==================================
Net income (loss) income available to
common stockholders
Basic: $ 0.01 $ (0.11) $ (0.08) $ 0.37
================================== ==================================
Diluted: $ 0.01 $ (0.11) $ (0.08) $ 0.24
================================== ==================================
9
For the three-month periods ended June 30, 2005 and 2004, 5,163,038 shares and
4,826,112 shares, respectively, attributable to outstanding Series A Preferred
Stock, stock options and warrants were excluded from the calculation of diluted
net income (loss) per share because the effect was antildilutive. For the
nine-month periods ended June 30, 2005 and 2004, 5,365,611 shares and 975,150
shares, respectively, attributable to outstanding Series A Preferred Stock,
stock options and warrants were excluded from the calculation of diluted net
income (loss) per share because the effect was antildilutive.
NOTE 8. EXTENSION OF NOTES
In February 2004, National and the holder of a $1.0 million secured demand note
that was initially scheduled to mature on February 1, 2004, extended the term of
the secured demand note to March 1, 2005. In February 2005, National and the
holder extended the term of the secured demand note to March 1, 2006. Subsequent
to June 30, 2005, the noteholder's warrant to purchase 75,000 shares of the
Company's common stock at a price of $1.75 per share, that was to expire on July
31, 2005, has been agreed to be repriced to $1.25 per share, and the expiration
date of such warrant will be extended to July 31, 2007. The expiration date for
the noteholder's warrant to purchase an additional 75,000 shares of the
Company's common stock at a price of $1.25 per share will also be extended from
July 31, 2005 to July 31, 2007.
In January 2004, two noteholders extended the maturity date on $1.0 million of
notes issued to them by the Company from January 25, 2004 to July 31, 2005, and
effective February 1, 2004, the interest rate on such notes was increased from
9% to 12% per annum. Subsequent to June 30, 2005, the two noteholders have
agreed to extend the maturity date on the $1.0 million of notes issued to them
by the Company from July 31, 2005 to July 31, 2007. Additionally, each of the
noteholders' warrants to purchase, in the aggregate, 100,000 shares of the
Company's common stock at a price of $1.75 per share expiring on July 31, 2005
will be repriced to $1.25 per share, and the expiration date of such warrants
will be extended to July 31, 2007. The expiration date for the noteholders'
warrants to purchase, in the aggregate, an additional 100,000 shares of the
Company's common stock at a price of $1.25 per share will also be extended from
July 31, 2005 to July 31, 2007.
The Company is accreting the total allocated fair value of $158,000 from the
2004 extensions over the extended 18-month term of these notes. Such accretion
has been included in "Interest" on the accompanying condensed consolidated June
30, 2005 financial statements. The Company will accrete the allocated fair value
of the 2005 extensions over the respective extended terms of these notes.
NOTE 9. PRIVATE PLACEMENTS
In January 2004, the Company consummated a private offering of its securities to
a limited number of accredited investors pursuant to Rule 506 of Regulation D
under the Securities Act of 1933, as amended (the "Securities Act") wherein the
Company issued an aggregate of $200,000 of three-year, 10% senior subordinated
promissory notes to five unaffiliated parties. The note holders received
three-year warrants to purchase an aggregate of 50,000 shares of Common Stock at
an exercise price of $1.40 per share, with an allocated fair value of
approximately $40,000. In December 2004, the Company agreed to rescind a note in
the principal amount of $25,000, which was paid in February 2005, and to cancel
a warrant to purchase 6,250 shares of Common Stock.
In February 2004, the Company consummated a private offering of its securities
to a limited number of accredited investors pursuant to Rule 506 of Regulation D
under the Securities Act wherein the Company issued an aggregate of $850,000 of
three-year, 10% senior subordinated promissory notes to four unaffiliated
parties. The note holders received three-year warrants to purchase an aggregate
of 170,000 shares of Common Stock at an exercise price of $1.50 per share, with
an allocated fair value of approximately $143,000.
10
The Company is accreting the total allocated fair value of $183,000 over the
three-year term of these promissory notes. Such accretion has been included in
"Interest" in the accompanying consolidated financial statements.
In the fourth quarter of fiscal year 2004, the Company consummated a private
placement of its securities to a limited number of accredited investors pursuant
to Rule 506 of Regulation D under the Securities Act. Each unit in the offering
sold for $1.60 and consisted of two shares of Common Stock and one three-year
warrant to purchase one share of Common Stock at a per share price of $1.50. Net
proceeds of approximately $930,000 were received in the fourth quarter of fiscal
year 2004, and the Company correspondingly issued 1,250,000 shares of Common
Stock and 625,000 warrants.
NOTE 10. STOCKHOLDERS' EQUITY
In the quarter and nine months ended June 30, 2005 the Company received proceeds
of approximately $0 and $20,000, respectively, from the exercise of outstanding
warrants.
NOTE 11. POTENTIAL MERGER
On February 10, 2005, the Company and First Montauk Financial Corp. entered into
a definitive merger agreement. On June 27, 2005, the Company and First Montauk
entered into an amended definitive merger agreement. The Company and First
Montauk expect to file a joint proxy registration statement with the SEC during
the third calendar quarter of 2005, and seek to close the transaction during the
fourth calendar quarter of 2005. The merger is subject to certain closing
conditions, including affirmative vote of the Company and First Montauk
shareholders, regulatory approvals, and other customary closing conditions.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. This Quarterly Report may contain certain statements
of a forward-looking nature relating to future events or future business
performance. Any such statements that refer to the Company's estimated or
anticipated future results or other non-historical facts are forward-looking and
reflect the Company's current perspective of existing trends and information.
These statements involve risks and uncertainties that cannot be predicted or
quantified and, consequently, actual results may differ materially from those
expressed or implied by such forward-looking statements. Such risks and
uncertainties include, among others, risks and uncertainties detailed in the
Company's Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on December 28, 2004. Any forward-looking statements contained in or
incorporated into this Quarterly Report speak only as of the date of this
Quarterly Report. The Company undertakes no obligation to update publicly any
forward-looking statement, whether as a result of new information, future events
or otherwise.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004
The Company's third quarter of fiscal year 2005 resulted in a decrease in
revenues, and a comparatively greater decrease in expenses compared to the same
period last year. The decrease in revenues is primarily due to the weaker
securities markets experienced by the Company, and the Company's cessation of
its market making activities. As a result of a $1.0 million conversion fee
credit from the Company's new clearing firm, the Company reported net income
before income taxes of $111,000 compared to a net loss before income taxes of
$310,000 for the third quarters of fiscal years 2005 and 2004, respectively.
This represents an improvement of $421,000 from the prior period.
Three Months Ended
June 30, Increase (Decrease)
------------------------------ --------------------------------
2005 2004 Amount Percent
------------ ------------ ------------ ------------
Commissions $ 6,500,000 $ 10,852,000 $ (4,352,000) (40%)
------------ ------------ ------------
Proprietary trading 1,810,000 1,561,000 249,000 16%
Market making -- 147,000 (147,000) n/a
Mark-ups and mark-downs -- 7,000 (7,000) n/a
------------ ------------ ------------
Net dealer inventory gains 1,810,000 1,715,000 95,000 6%
Investment banking 278,000 398,000 (120,000) (30%)
Interest and dividends 621,000 937,000 (316,000) (34%)
Transfer fees and clearance services 681,000 769,000 (88,000) (11%)
Other 106,000 183,000 (77,000) (42%)
------------ ------------ ------------
$ 9,996,000 $ 14,854,000 $ (4,858,000) (33%)
============ ============ ============
Total revenues decreased $4,858,000, or 33%, in the third quarter of fiscal year
2005 to $9,996,000 from $14,854,000 in the third quarter of fiscal year 2004.
This decrease is mainly due to the weaker securities markets that reduced
commission revenues, the number of commission tickets generated, and the charge
per ticket that affects commission revenue. During the third quarter of fiscal
year 2005, total trading volume decreased 51%, compared to the third quarter of
fiscal year 2004. This decrease is attributable in part to the current cessation
of the Company's market making activities. Trading volume in this period related
to retail brokerage decreased 10%. Commission revenue decreased $4,352,000, or
40%, to $6,500,000 from $10,852,000 during the third quarter of fiscal year 2005
compared with the same period in fiscal year 2004. Net dealer inventory gains,
12
which includes profits on proprietary trading, market making activities and
customer mark-ups and mark-downs, increased $95,000, or 6%, to $1,810,000 from
$1,715,000 during the third quarter of fiscal year 2005 compared with the same
period in fiscal year 2004. The increase is due to increased trading activity in
the U.S. and foreign bond markets, offset by the current cessation of the
Company's market making activities. During the third quarter of fiscal year
2005, revenues from proprietary trading increased $249,000, or 16%, to
$1,810,000 from $1,561,000 in the same period of fiscal year 2004, revenues from
market making activities decreased to $0 from $147,000 in the third quarter of
fiscal year 2005, and revenues from customer mark-ups and mark-downs decreased
to $0 from $7,000 in the third quarter of fiscal year 2004.
Investment banking revenue decreased $120,000, or 30%, to $278,000 from $398,000
in the third quarter of fiscal year 2005 compared with the third quarter of
fiscal year 2004. The decrease in investment banking revenues is attributable to
the Company having completed private placements and an initial public offering
in the third quarter of fiscal year 2004. Interest and dividend income decreased
$316,000, or 34%, to $621,000 from $937,000 in the third quarter of fiscal year
2005 compared with the same period last year. The decrease is primarily
attributable to a decrease in the interest rate charged for debit balances in
National's customer accounts from the same period last year. Transfer fees
decreased $88,000, or 11%, to $681,000 in the third quarter of fiscal year 2005
from $769,000 in the third quarter of fiscal year 2004. The decrease reflects
the lower trading activity, partially offset by higher transfer fees for trades
generated from the retail brokerage business of brokers recently associated with
the Company.
Other revenue, consisting of asset management fees and miscellaneous transaction
fees and trading fees, decreased $77,000, or 42%, to $106,000 from $183,000
during the third quarter of fiscal year 2005 compared to the third quarter of
fiscal year 2004. The decrease is due to a reduction in the net asset management
fees received from our new clearing firm.
Three Months Ended
June 30, Increase (Decrease)
------------------------------- --------------------------------
2005 2004 Amount Percent
------------ ------------ ------------ ------------
Commission expense related to:
Commission revenue $ 5,708,000 $ 9,230,000 $ (3,522,000) (38%)
Net dealer inventory gains 1,338,000 748,000 590,000 79%
Investment banking 223,000 318,000 (95,000) (30%)
------------ ------------ ------------
Commissions 7,269,000 10,296,000 (3,027,000) (29%)
Employee compensation 1,213,000 1,399,000 (186,000) (13%)
Clearing fees (664,000) 635,000 (1,299,000) n/a
Communications 365,000 751,000 (386,000) (51%)
Occupancy and equipment costs 713,000 807,000 (94,000) (12%)
Professional fees 294,000 637,000 (343,000) (54%)
Interest 120,000 118,000 2,000 2%
Taxes, licenses and registration 102,000 182,000 (80,000) (44%)
Other administrative expenses 473,000 339,000 134,000 40%
------------ ------------ ------------
$ 9,885,000 $ 15,164,000 $ (5,279,000) (35%)
============ ============ ============
In comparison with the 33% decrease in total revenues, total expenses decreased
35%, or $5,279,000, to $9,885,000 for the third quarter of fiscal year 2005
compared to $15,164,000 in the third quarter of fiscal year 2004. The decrease
in total expenses is primarily the result of lower commission expenses directly
associated with commission revenues and lower clearing fees.
Commission expense, which includes expenses related to commission revenue, net
dealer inventory gains and investment banking, decreased $3,027,000, or 29%, to
$7,269,000 in the third quarter of fiscal year 2005 from $10,296,000 in the
third quarter of fiscal year 2004. Commission expense related to commission
revenue decreased $3,522,000, or 38%, to $5,708,000 in the third quarter of
fiscal year 2005 from $9,230,000 in the third quarter of fiscal year 2004;
commission expense related to net dealer inventory gains increased $590,000, or
79%, to $1,338,000 in the third quarter of fiscal year 2005 from $748,000 in the
third quarter of fiscal year 2004; and commission expense related to investment
banking decreased $95,000, or 30%, to $223,000 in the third quarter of fiscal
13
year 2005 from $318,000 in the third quarter of fiscal year 2004. Commission
expense as a percentage of commission revenues increased to 88% in the third
quarter of fiscal year 2005 from 85% in the third quarter of fiscal year 2004.
This increase is attributable to changes in the production of particular
brokers, not all of who are paid at the same commission rate and an increase in
the amortization of advances to registered representatives. Commission expense
as a percentage of net dealer inventory gains increased to 74% in the third
quarter of fiscal year 2005 from 44% in the third quarter of fiscal year 2004.
This increase is attributable to changes in the production of particular brokers
and traders, not all of who are paid at the same commission rate. Commission
expense as a percentage of investment banking was relatively unchanged between
the third quarter of fiscal year 2005 and the third quarter of fiscal year 2004.
Commission expense includes the amortization of advances to registered
representatives of $324,000 and $215,000 for the third quarter of fiscal years
2005 and 2004, respectively. These amounts fluctuate based upon the amounts of
advances outstanding and the time period for which the registered
representatives have agreed to be affiliated with National.
Employee compensation expense decreased $186,000, or 13%, to $1,213,000 in the
third quarter of fiscal year 2005 from $1,399,000 in the third quarter of fiscal
year 2004. The decrease is attributable to personnel reductions and bonuses
based on operating income that were paid to senior management in the third
quarter of fiscal year 2004. Overall, combined commission and employee
compensation expense, as a percentage of revenue increased to 85% from 79% in
the third quarter of fiscal years 2005 and 2004, respectively. The increase is
attributable to an overall higher payout percentage to National's retail
brokers, and the relatively fixed employee compensation component.
Clearing fees were a positive $664,000 in the third quarter of fiscal year 2005
compared to $635,000 in the third quarter of fiscal year 2004. The reduction in
clearing fees is attributable to the lower trading volume in the third quarter
of fiscal year 2005 compared to the third quarter of fiscal year 2004, lower
clearing costs associated with the Company's new clearing agreement, and a $1.0
million conversion fee credit from the Company's new clearing firm.
Communication expenses decreased $386,000, or 51%, to $365,000 from $751,000 in
the third quarter of fiscal year 2005 compared to the third quarter of fiscal
year 2004. The decrease is due to a reduction in the number of quotation
machines resulting from the current cessation of the Company's market making
activities, and cost savings realized from a new telephone vendor. Occupancy
costs decreased $94,000, or 12%, to $713,000 from $807,000 in the third quarter
of fiscal year 2005 compared to the third quarter of fiscal year 2004. The
decrease resulted from an overall reduction in leased office space. Professional
fees decreased $343,000, or 54%, to $294,000 from $637,000 in the third quarter
of fiscal year 2005 compared to the third quarter of fiscal year 2004. The
decrease in professional fees is due to a decrease in legal fees relating to
various lawsuits and arbitrations.
Interest expense increased $2,000, or 2%, to $120,000 from $118,000 in the third
quarter of fiscal year 2005 compared to the third quarter of fiscal year 2004.
Included in interest expense is the amortization of $43,000 for the third
quarter of fiscal years 2005 and 2004, attributable to notes issued by the
Company in the second quarter of fiscal year 2004, and other notes that were
modified in the third quarter of fiscal year 2004. Taxes, licenses and
registration decreased $80,000, or 44%, to $102,000 from $182,000 in the third
quarter of fiscal year 2005 compared to the third quarter of fiscal year 2004.
The decrease resulted from a reduction in registration fees paid as an incentive
for new brokers, and lower taxes attributable to our reduced level of revenues.
Other administrative expenses increased $134,000, or 40%, to $473,000 from
$339,000 in the third quarter of fiscal year 2005 compared to the third quarter
of fiscal year 2004. The increase in other expenses is due to trading losses
that cannot be collected from customers, and cost associated with our change of
clearing firms.
14
The Company reported net income before income taxes of $111,000 in the third
quarter of fiscal year 2005 compared to a net loss before income taxes of
$310,000 in the third quarter of fiscal year 2004. Overall, the diluted earnings
attributable to common stockholders in the third quarter of fiscal year 2005 was
$36,000, or $.01 per common share, as compared to the net loss attributable to
common stockholders of $380,000, or $.11 per common share in the third quarter
of fiscal year 2004. The net income attributable to common stockholders for the
third quarter of fiscal year 2005 and the net loss attributable to common
stockholders for the third quarter of fiscal year 2004 reflects $75,000 and
$70,000 of cumulative Preferred Stock dividends on the Company's Preferred Stock
for the third quarter of fiscal years 2005 and 2004, respectively.
Nine months Ended June 30, 2005 Compared to Nine months Ended June 30, 2004
The Company's first nine months of fiscal year 2005 resulted in a decrease in
revenues, and a comparatively lesser decrease in expenses compared to the same
period last year. The decrease in revenues is primarily due to the weaker
securities markets experienced by the Company, and the Company's cessation of
its market making activities. As a result, the Company reported a net loss
before income taxes of $211,000 compared with net income before income taxes of
$1,450,000 for the first nine months of fiscal years 2005 and 2004,
respectively. This represents a reduction of $1,661,000 from the prior period.
Nine Months Ended
June 30, Increase (Decrease)
------------------------------ --------------------------------
2005 2004 Amount Percent
------------ ------------ ------------ ------------
Commissions $ 25,646,000 $ 37,525,000 $(11,879,000) (32%)
------------ ------------ ------------
Proprietary trading 4,338,000 4,987,000 (649,000) (13%)
Market making -- 663,000 (663,000) n/a
Mark-ups and mark-downs 64,000 117,000 (53,000) (45%)
------------ ------------ ------------
Net dealer inventory gains 4,402,000 5,767,000 (1,365,000) (24%)
Investment banking 516,000 1,098,000 (582,000) (53%)
Interest and dividends 1,983,000 2,468,000 (485,000) (20%)
Transfer fees and clearance services 2,257,000 2,098,000 159,000 8%
Gains on extinguishments of debt -- 1,131,000 (1,131,000) n/a
Other 507,000 515,000 (8,000) (2%)
------------ ------------ ------------
$ 35,311,000 $ 50,602,000 $(15,291,000) (30%)
============ ============ ============
Total revenues decreased $15,291,000, or 30%, in the first nine months of fiscal
year 2005 to $35,311,000 from $50,602,000 in the first nine months of fiscal
year 2004. This decrease is mainly due to the weaker securities markets that
reduced commission revenues, the number of commission tickets generated, and the
charge per ticket that affects commission revenue. During the first nine months
of fiscal year 2005, total trading volume decreased 54%, compared to the first
nine months of fiscal year 2004. This decrease is attributable in part to the
current cessation of the Company's market making activities. Trading volume in
this period related to retail brokerage decreased 25%. Commission revenue
decreased $11,879,000, or 32%, to $25,646,000 from $37,525,000 during the first
nine months of fiscal year 2005 compared with the same period in fiscal year
2004. Net dealer inventory gains, which includes profits on proprietary trading,
market making activities and customer mark-ups and mark-downs, decreased
$1,365,000, or 24%, to $4,402,000 from $5,767,000 during the first nine months
of fiscal year 2005 compared with the same period in fiscal year 2004. The
decrease is due to a reduction in proprietary trading in the bond market,
reflecting a decline in this market during the first two quarters of fiscal year
2005, and the current cessation of the Company's market making activities.
During the first nine months of fiscal year 2005, revenues from proprietary
trading decreased $649,000, or 13%, to $4,338,000 from $4,987,000 in the same
period of fiscal year 2004, revenues from market making activities decreased to
$0 from $663,000 in the first nine months of fiscal year 2005, and revenues from
customer mark-ups and mark-downs decreased $53,000, or 45%, to $64,000 from
$117,000 in the first nine months of fiscal year 2004.
15
Investment banking revenue decreased $582,000, or 53%, to $516,000 from
$1,098,000 in the first nine months of fiscal year 2005 compared with the first
nine months of fiscal year 2004. The decrease in investment banking revenues is
attributable to the Company having completed private placements and an initial
public offering in the first nine months of fiscal year 2004. Interest and
dividend income decreased $485,000, or 20%, to $1,983,000 from $2,468,000 in the
first nine months of fiscal year 2005 compared with the same period last year.
The decrease in interest income is primarily attributable to a decrease in the
interest rate charged for debit balances in National's customer accounts from
the same period last year. Transfer fees increased $159,000, or 8%, to
$2,257,000 in the first nine months of fiscal year 2005 from $2,098,000 in the
first nine months of fiscal year 2004. The increase is due to higher transfer
fees for trades generated from the retail brokerage business of brokers recently
associated with the Company.
The Company realized gains of $1,131,000 on debt forgiveness from its prior
clearing firm, First Clearing, in the first nine months of fiscal year 2004.
Other revenue, consisting of asset management fees and miscellaneous transaction
fees and trading fees, decreased $8,000, or 2%, to $507,000 from $515,000 during
the first nine months of fiscal year 2005 compared to the first nine months of
fiscal year 2004.
Nine Months Ended
June 30, Increase (Decrease)
------------------------------ --------------------------------
2005 2004 Amount Percent
------------ ------------ ------------ ------------
Commission expense related to:
Commission revenue $ 22,002,000 $ 30,549,000 $ (8,547,000) (28%)
Net dealer inventory gains 2,971,000 3,177,000 (206,000) (6%)
Investment banking 415,000 878,000 (463,000) (53%)
------------ ------------ ------------
Commissions 25,388,000 34,604,000 (9,216,000) (27%)
Employee compensation 3,765,000 4,207,000 (442,000) (11%)
Clearing fees 6,000 2,397,000 (2,391,000) n/a
Communications 1,200,000 2,061,000 (861,000) (42%)
Occupancy and equipment costs 2,186,000 2,248,000 (62,000) (3%)
Professional fees 1,014,000 1,462,000 (448,000) (31%)
Litigation settlement -- 400,000 (400,000) n/a
Interest 347,000 260,000 87,000 33%
Taxes, licenses and registration 260,000 444,000 (184,000) (41%)
Other administrative expenses 1,356,000 1,069,000 287,000 27%
------------ ------------ ------------
$ 35,522,000 $ 49,152,000 $(13,630,000) (28%)
============ ============ ============
In comparison with the 30% decrease in total revenues, total expenses decreased
28%, or $13,630,000, to $35,522,000 for the first nine months of fiscal year
2005 compared to $49,152,000 in the first nine months of fiscal year 2004. The
decrease in total expenses is a result of lower commission expenses directly
associated with commission revenues and lower clearing fees.
Commission expense, which includes expenses related to commission revenue, net
dealer inventory gains and investment banking, decreased $9,216,000, or 27%, to
$25,388,000 in the first nine months of fiscal year 2005 from $34,604,000 in the
first nine months of fiscal year 2004. Commission expense related to commission
revenue decreased $8,547,000, or 28%, to $22,002,000 in the first nine months of
fiscal year 2005 from $30,549,000 in the first nine months of fiscal year 2004;
commission expense related to net dealer inventory gains decreased $206,000, or
6%, to $2,971,000 in the first nine months of fiscal year 2005 from $3,177,000
in the first nine months of fiscal year 2004; and commission expense related to
investment banking decreased $463,000, or 53%, to $415,000 in the first nine
months of fiscal year 2005 from $878,000 in the first nine months of fiscal year
2004. Commission expense as a percentage of commission revenues increased to 86%
16
in the first nine months of fiscal year 2005 from 81% in the first nine months
of fiscal year 2004. This increase is attributable to changes in the production
of particular brokers, not all of who are paid at the same commission rate and
an increase in the amortization of advances to registered representatives.
Commission expense as a percentage of net dealer inventory gains increased to
67% in the first nine months of fiscal year 2005 from 55% in the first nine
months of fiscal year 2004. This increase is attributable to changes in the
production of particular brokers and traders, not all of who are paid at the
same commission rate. Commission expense as a percentage of investment banking
was relatively unchanged between the first nine months of fiscal year 2005 and
the first nine months of fiscal year 2004. Commission expense includes the
amortization of advances to registered representatives of $824,000 and $483,000
for the first nine months of fiscal years 2005 and 2004, respectively. These
amounts fluctuate based upon the amounts of advances outstanding and the time
period for which the registered representatives have agreed to be affiliated
with National.
Employee compensation expense decreased $442,000, or 11%, to $3,765,000 in the
first nine months of fiscal year 2005 from $4,207,000 in the first nine months
of fiscal year 2004. The decrease is attributable to personnel reductions and
bonuses based on operating income that were paid to senior management in the
first nine months of fiscal year 2004. Overall, combined commission and employee
compensation expense, as a percentage of revenue increased to 83% from 77% in
the first nine months of fiscal years 2005 and 2004, respectively. The increase
is attributable to an overall higher payout percentage to National's retail
brokers, and the relatively fixed employee compensation component.
Clearing fees decreased $2,391,000, to $6,000 in the first nine months of fiscal
year 2005 from $2,397,000 in the first nine months of fiscal year 2004. The
reduction in clearing fees is attributable to the lower trading volume in the
first nine months of fiscal year 2005 compared to the first nine months of
fiscal year 2004, lower clearing costs associated with the Company's new
clearing agreement, and a $1.0 million conversion fee credit from the Company's
new clearing firm. In the first nine months of fiscal year 2004, clearing fees
were reduced based on ticket volume in the amount of $250,000, from forgiveness
of debt that was fully repaid in February 2004, from the Company's prior
clearing firm.
Communication expenses decreased $861,000, or 42%, to $1,200,000 from $2,061,000
in the first nine months of fiscal year 2005 compared to the first nine months
of fiscal year 2004. The decrease is due to a reduction in the number of
quotation machines resulting from the current cessation of the Company's market
making activities, and cost savings realized from a new telephone vendor.
Occupancy costs decreased $62,000, or 3%, to $2,186,000 from $2,248,000 in the
first nine months of fiscal year 2005 compared to the first nine months of
fiscal year 2004. The decrease resulted from an overall reduction in leased
office space. Professional fees decreased $448,000, or 31%, to $1,014,000 from
$1,462,000 in the first nine months of fiscal year 2005 compared to the first
nine months of fiscal year 2004. The decrease in professional fees is due to a
decrease in legal fees relating to various lawsuits and arbitrations in fiscal
year 2005. In January 2004, an arbitration panel awarded damages against the
Company of approximately $400,000 related to an employment contract with a
former employee of the Company. This amount was recorded as "Litigation
settlement" and accrued in the first quarter of fiscal year 2004.
Interest expense increased $87,000, or 33%, to $347,000 from $260,000 in the
first nine months of fiscal year 2005 compared to the first nine months of
fiscal year 2004. The increase is due to interest on the notes issued by the
Company in the second quarter of fiscal year 2004. Included in interest expense
is the amortization of $127,000 and $70,000 for the first nine months of fiscal
year 2005 and 2004, respectively, attributable to those notes, and other notes
that were modified in the first nine months of fiscal year 2004. Taxes, licenses
and registration decreased $184,000, or 41%, to $260,000 from $444,000 in the
first nine months of fiscal year 2005 compared to the first nine months of
fiscal year 2004. The decrease resulted from a refund of prior years state
business taxes, a reduction in registration fees paid as an incentive for new
brokers and lower taxes attributable to our reduced level of revenues. Other
administrative expenses increased $287,000, or 27, to $1,356,000 from $1,069,000
in the first nine months of fiscal year 2005 compared to the first nine months
of fiscal year 2004. The increase in other expenses is due to trading losses
that cannot be collected from customers, and cost associated with our change of
clearing firms.
17
The Company reported a net loss before income taxes of $211,000 in the first
nine months of fiscal year 2005 compared to net income before income taxes of
$1,450,000 in the first nine months of fiscal year 2004. Overall, the net loss
attributable to common stockholders in the first nine months of fiscal year 2005
was $426,000, or $.08 per common share, as compared to the diluted earnings
attributable to common stockholders of $1,254,000, or $.24 per common share in
the first nine months of fiscal year 2004. The net loss attributable to common
stockholders for the first nine months of fiscal year 2005 and the net income
attributable to common stockholders for the first nine months of fiscal year
2004 reflects $215,000 and $196,000 of cumulative Preferred Stock dividends on
the Company's Preferred Stock for the first nine months of fiscal years 2005 and
2004, respectively.
Liquidity and Capital Resources
National, as a registered broker-dealer, is subject to the SEC's Uniform Net
Capital Rule 15c3-1, which requires the maintenance of minimum net capital.
National has elected to use the alternative standard method permitted by the
rule. This requires that National maintain minimum net capital equal to the
greater of $250,000 or a specified amount per security based on the bid price of
each security for which National is a market maker. At June 30, 2005, National's
net capital exceeded the requirement by $617,000.
Advances, dividend payments and other equity withdrawals from the Company's
subsidiary are restricted by the regulations of the SEC and other regulatory
agencies. These regulatory restrictions may limit the amounts that a subsidiary
may dividend or advance to the Company.
The Company extends unsecured credit in the normal course of business to its
brokers. The determination of the appropriate amount of the reserve for
uncollectible accounts is based upon a review of the amount of credit extended,
the length of time each receivable has been outstanding, and the specific
individual brokers from whom the receivables are due.
The objective of liquidity management is to ensure that the Company has ready
access to sufficient funds to meet commitments, fund deposit withdrawals and
efficiently provide for the credit needs of customers.
In January 2004, the Company consummated a private offering of its securities to
a limited number of accredited investors pursuant to Rule 506 of Regulation D
under the Securities Act wherein the Company issued an aggregate of $200,000 of
three-year, 10% senior subordinated promissory notes to five unaffiliated
parties. The note holders received three-year warrants to purchase an aggregate
of 50,000 shares of Common Stock at an exercise price of $1.40 per share, with
an allocated fair value of approximately $40,000. In December 2004, the Company
agreed to rescind a note in the principal amount of $25,000, which was paid in
February 2005, and to cancel a warrant to purchase 6,250 shares of Common Stock.
In February 2004, the Company consummated a private offering of its securities
to a limited number of accredited investors pursuant to Rule 506 of Regulation D
under the Securities Act wherein the Company issued an aggregate of $850,000 of
three-year, 10% senior subordinated promissory notes to four unaffiliated
parties. The note holders received three-year warrants to purchase an aggregate
of 170,000 shares of Common Stock at an exercise price of $1.50 per share, with
an allocated fair value of approximately $143,000.
18
The Company is accreting the total allocated fair value of $183,000 over the
three-year term of these promissory notes. Such accretion has been included in
"Interest" in the accompanying consolidated financial statements.
In July 2004, the Company filed a Registration Statement on Form S-3 under the
Securities Act for the resale of certain shares of Common Stock and shares of
Common Stock issuable upon the exercise of certain warrants previously issued in
connection with private placement transactions, and certain warrants that were
issued in the private placements that have been completed in the current fiscal
year. The Registration Statement became effective on August 11, 2004.
In the fourth quarter of fiscal year 2004, the Company consummated a private
placement of its securities to a limited number of accredited investors pursuant
to Rule 506 of Regulation D under the Securities Act. Each unit in the offering
sold for $1.60 and consisted of two shares of Common Stock and one three-year
warrant to purchase one share of Common Stock at a per share price of $1.50. Net
proceeds of approximately $930,000 were received in the fourth quarter of fiscal
year 2004, and the Company correspondingly issued 1,250,000 shares of Common
Stock and 625,000 warrants.
In December 2003, the Company engaged in various discussions with the NASD
relating to the Security Agreement between National and First Clearing, and its
effect on the computation of National's net capital. As a result of these
discussions, on December 15, 2003, the Company and First Clearing agreed in
principle to the following: (1) National's clearing deposit was reduced from
$1,000,000 to $500,000; (2) the excess $500,000 resulting from this reduction
was paid to First Clearing to reduce the Company's outstanding loan balance on
its promissory note; and (3) the Security Agreement between National and First
Clearing was terminated. Furthermore, First Clearing forgave payment of a
$375,000 loan that was due to be paid in January 2004, resulting in a $375,000
gain on extinguishment of debt in the first quarter of fiscal year 2004.
In February 2004, the Company paid First Clearing $250,000 to fully repay its
promissory note that had a balance of approximately $1,006,000 at such time. As
a result of the repayment of this note, the Company realized a gain on
extinguishment of debt of approximately $756,000 in the second quarter of fiscal
year 2004. Additionally, National and First Clearing mutually agreed to
terminate their clearing relationship.
In June 2004, National entered into an agreement with Fiserv to clear its
brokerage business. The conversion from First Clearing to Fiserv was completed
in the first week of October 2004. As part of this transaction, Fiserv provided
National with an $800,000 conversion assistance payment, $250,000 of which was
paid in June 2004, $250,000 of which was paid in August 2004, and $300,000 of
which was paid in October 2004.
In March 2005, NFS acquired the clearing business of Fiserv. In April 2005,
National entered into a clearing agreement with NFS that became effective in
June 2005. As part of this transaction, NFS provided National with a $1.0
million conversion fee credit to reimburse the Company for the transitional,
incremental, costs incurred by National relating to the conversion of its
clearing business to NFS. National was paid $250,000 in May 2005, and the
remaining $750,000 was paid in July 2005. The clearing agreement includes a
termination fee if National terminates the agreement without cause that is
initially $2.0 million and reduces to $125,000 over the eight-year term of the
agreement. Additionally, in June 2005 National entered into a clearing agreement
with Penson Financial Services, Inc. for the purpose of providing clearing
services that are not provided by NFS. The Company believes that the overall
effect of the new clearing relationships will be beneficial to the Company's
cost structure, liquidity and capital resources.
In February 2004, National and the holder of a $1.0 million secured demand note
that was initially scheduled to mature on February 1, 2004, extended the term of
the secured demand note to March 1, 2005. In February 2005, National and the
holder extended the term of the secured demand note to March 1, 2006. Subsequent
to June 30, 2005, the noteholder's warrant to purchase 75,000 shares of the
Company's common stock at a price of $1.75 per share, that was to expire on July
31, 2005, has been agreed to be repriced to $1.25 per share, and the expiration
date of such warrant will be extended to July 31, 2007. The expiration date for
the noteholder's warrant to purchase an additional 75,000 shares of the
Company's common stock at a price of $1.25 per share will also be extended from
July 31, 2005 to July 31, 2007.
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In January 2004, two noteholders extended the maturity date on $1.0 million of
notes issued to them by the Company from January 25, 2004 to July 31, 2005, and
effective February 1, 2004, the interest rate on such notes was increased from
9% to 12% per annum. Subsequent to June 30, 2005, the two noteholders have
agreed to extend the maturity date on the $1.0 million of notes issued to them
by the Company from July 31, 2005 to July 31, 2007. Additionally, each of the
noteholders' warrants to purchase, in the aggregate, 100,000 shares of the
Company's common stock at a price of $1.75 per share expiring on July 31, 2005
will be repriced to $1.25 per share, and the expiration date of such warrants
will be extended to July 31, 2007. The expiration date for the noteholders'
warrants to purchase, in the aggregate, an additional 100,000 shares of the
Company's common stock at a price of $1.25 per share will also be extended from
July 31, 2005 to July 31, 2007.
In the quarter and nine months ended June 30, 2005 the Company received proceeds
of approximately $0 and $20,000, respectively, from the exercise of outstanding
warrants.
In October 2004, the Company entered into a preliminary letter of intent to
consummate a merger or other similar combination with First Montauk Financial
Corp. On February 10, 2005 the Company and First Montauk signed a definitive
merger agreement. On June 27, 2005, the Company and First Montauk entered into
an amended definitive merger agreement. The Company and First Montauk expect to
file a joint proxy registration statement with the SEC during the third calendar
quarter of 2005, and seek to close the transaction during the fourth calendar
quarter of 2005. The merger is subject to certain closing conditions, including
affirmative vote of the Company and First Montauk shareholders, regulatory
approvals, and other customary closing conditions.
The Company has historically satisfied its capital needs with cash generated
from operations or from financing activities. The Company believes that despite
the current weaker market conditions, the Company will have sufficient funds to
maintain its current level of business activities during fiscal year 2005. If
market conditions should weaken further, the Company would need to consider
curtailing certain of its business activities, further reducing its fixed
overhead costs and/or seek additional sources of financing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk arises from the fact that it engages in
proprietary trading and historically made dealer markets in equity securities.
Accordingly, the Company may be required to maintain certain amounts of
inventories in order to facilitate customer order flow. The Company may incur
losses as a result of price movements in these inventories due to changes in
interest rates, foreign exchange rates, equity prices and other political
factors. The Company is not subject to direct market risk due to changes in
foreign exchange rates. However, the Company is subject to market risk as a
result of changes in interest rates and equity prices, which are affected by
global economic conditions. The Company manages its exposure to market risk by
limiting its net long or short positions. Trading and inventory accounts are
monitored daily by management and the Company has instituted position limits.
Credit risk represents the amount of accounting loss the Company could incur if
counterparties to its proprietary transactions fail to perform and the value of
any collateral proves inadequate. Although credit risk relating to various
financing activities is reduced by the industry practice of obtaining and
maintaining collateral, the Company maintains more stringent requirements to
further reduce its exposure. The Company monitors its exposure to counterparty
risk on a daily basis by using credit exposure information and monitoring
collateral values. The Company maintains a credit committee, which reviews
margin requirements for large or concentrated accounts and sets higher
requirements or requires a reduction of either the level of margin debt or
investment in high-risk securities or, in some cases, requiring the transfer of
the account to another broker-dealer.
20
The Company monitors its market and credit risks daily through internal control
procedures designed to identify and evaluate the various risks to which the
Company is exposed. There can be no assurance, however, that the Company's risk
management procedures and internal controls will prevent losses from occurring
as a result of such risks.
The following table shows the quoted market values of the Company's securities
held for resale ("long"), securities sold, but not yet purchased ("short") and
net positions as of June 30, 2005:
Long Short Net
--------- --------- ---------
Corporate Stocks $ 48,000 $ 95,000 $ (47,000)
Corporate Bonds 823,000 132,000 691,000
Government Obligations 26,000 207,000 (181,000)
--------- --------- ---------
$ 897,000 $ 434,000 $ 463,000
========= ========= =========
ITEM 4A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. Based on the evaluation of the
Company's disclosure controls and procedures (as defined in the Exchange Act
Rules 13a-15(e) and 15d-15(e)) required by the Exchange Act Rules 13a-15(b) or
15d-15(b), the Company's Chief Executive Officer and Acting Chief Financial
Officer have concluded that, as of the end of the period covered by this report,
the Company's disclosure controls and procedures were adequate and effective to
ensure that material information relating to the Company and its consolidated
subsidiaries would be made known to them by others within those entities,
particularly during the period in which this quarterly report on Form 10-Q was
being prepared.
Changes in internal controls. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect those
controls and procedures subsequent to the date of our evaluation nor any
significant deficiencies or material weaknesses in such disclosure controls and
procedures requiring corrective actions.
Item 4B. OTHER INFORMATION
There is no other information to be disclosed by the Company during the third
quarter of fiscal year 2005 that has not been reported on a current report on
Form 8-K.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
During the quarter ended June 30, 2005, there were no significant developments
in the Company's legal proceedings. For a detailed discussion of the Company's
legal proceedings, please refer to Note 5 herein, and the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 2004.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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
(a) Exhibits
31.1 Chief Executive Officer's Certificate pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Acting Chief Financial Officer's Certificate pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Chief Executive Officer's Certificate pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Acting Chief Financial Officer's Certificate pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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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.
OLYMPIC CASCADE FINANCIAL CORPORATION AND SUBSIDIARY
August 4, 2005 By: /s/ Mark Goldwasser
------------------------------------
Mark Goldwasser
President and Chief Executive Officer
August 4, 2005 By: /s/ Robert H. Daskal
-------------------------------------
Robert H. Daskal
Acting Chief Financial Officer
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