UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
Commission File Number: 1-16349
INVESTORS CAPITAL HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3284631
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
230 Broadway
Lynnfield, Massachusetts 01940
(Address of principal executive offices)
(781) 593-8565
(Registrant's telephone number, including area code)
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 check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Number of shares outstanding of our only class of common stock as of August 14,
2003:
5,717,380
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, March 31,
2003 2003
----------------- ---------------
(Unaudited)
Assets
Cash and cash equivalents....................................... $7,101,696 $7,088,659
Investments in available-for-sale securities.................... 47,540 42,195
Marketable securities, at market value.......................... 49,947 132,471
Securities not readily marketable, at estimated fair value...... 47,500 47,500
Investment in unconsolidated affiliate.......................... 76,201 64,495
Deposit with clearing organization, restricted.................. 175,000 175,000
Accounts receivable............................................. 1,824,654 1,946,565
Loans receivable from registered representatives................ 55,662 95,389
Receivables from officers....................................... 95,169 104,088
Prepaid expenses................................................ 184,782 195,702
Property and equipment, net..................................... 534,551 525,174
Income taxes receivable......................................... 113,292 60,113
Other assets.................................................... 157,062 165,589
----------------- ---------------
TOTAL ASSETS............................................... $10,463,056 $10,642,940
================= ===============
See Notes to Condensed Consolidated Financial Statements.
1
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS -- (CONTINUED)
June 30, March 31,
2003 2003
----------------- ----------------
(Unaudited)
Liabilities and Stockholders' Equity
Liabilities:
Notes payable................................................... $ 29,174 $ 62,101
NASD settlement payable......................................... 187,500 250,000
Commissions payable............................................. 1,235,336 1,130,539
Accounts payable................................................ 413,727 438,572
Accrued expenses................................................ 353,990 377,783
Deferred income tax liability, net.............................. 33,184 28,032
Securities sold, not yet purchased, at market value............. 10,336 107,273
----------------- ----------------
Total liabilities.......................................... 2,263,247 2,394,300
----------------- ----------------
Stockholders' Equity:
Common stock, $.01 par value, authorized 10,000,000
shares; issued 5,721,265 shares at June 30, 2003 and
March 31, 2003; outstanding 5,717,380 shares at
June 30, 2003 and March 31, 2003............................. 57,213 57,213
Additional paid-in capital...................................... 8,198,558 8,169,292
(Deficit) Retained earnings .................................... (29,185) 54,257
Treasury stock, at cost (3,885 shares).......................... (30,135) (30,135)
Accumulated other comprehensive income (loss)................... 3,358 (1,987)
----------------- ----------------
Total stockholders' equity............................... 8,199,809 8,248,640
----------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY............................................... $10,463,056 $10,642,940
================= ================
See Notes to Condensed Consolidated Financial Statements.
2
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
June 30,
-------------------------------------
2003 2002
--------------- ----------------
Commission and advisory fee income................................. $9,639,281 $9,304,759
Cost of commission and advisory fees............................... 8,094,941 7,680,318
--------------- ----------------
Gross profit....................................................... 1,544,340 1,624,441
--------------- ----------------
Selling and administrative expenses:
Administrative.................................................. 1,512,508 1,178,177
Selling......................................................... 219,194 202,028
--------------- ----------------
Total selling and administrative expenses................... 1,731,702 1,380,205
--------------- ----------------
Operating (loss) income............................................ (187,362) 244,236
--------------- ----------------
Other income (expense):
Interest income................................................. 79,216 63,660
Interest expense................................................ (6,029) (2,980)
Other income (expense).......................................... 11,706 (6,785)
--------------- ----------------
Net other income........................................... 84,893 53,895
--------------- ----------------
(Loss) income before taxes......................................... (102,469) 298,131
(Benefit) provision for income taxes............................... (19,027) 128,332
--------------- ----------------
Net (loss) income ................................................. $ (83,442) $ 169,799
=============== ================
Basic and diluted earnings per common share:
Net income...................................................... $ (.01) $ .03
Share data:
Weighted average shares used in basic earnings
per common share calculations................................... 5,717,380 5,717,380
Plus: Incremental shares from assumed conversion of stock options - 73,077
--------------- ----------------
Weighted average shares used in diluted earnings
per common share calculations................................... 5,717,380 5,790,457
=============== ================
See Notes to Condensed Consolidated Financial Statements.
3
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED)
Accumulated
Additional Retained Other
Common Stock Paid-In Earnings Treasury Comprehensive
----------- --------- Capital (Deficit) Stock Income (Loss) Total
Shares Amount
-----------------------------------------------------------------------------
Balance at April 1, 2002................... 5,721,265 $57,213 $8,135,347 $(61,634) $(30,135) $(43,725) $8,057,066
Comprehensive income:
Net income.......................... 169,799
Net unrealized loss on securities... (8,467)
Comprehensive income........... 161,332
-----------------------------------------------------------------------------
Balance at June 30, 2002................. 5,721,265 $57,213 $8,135,347 $108,165 $(30,135) $(52,192) $8,218,398
=============================================================================
Balance at April 1, 2003................... 5,721,265 $57,213 $8,169,292 $54,257 $(30,135) $ (1,987) $8,248,640
Stock based compensation................... 29,266 29,266
Comprehensive loss:
Net loss............................ (83,442)
Net unrealized gain on securities... 5,345
Comprehensive loss............. (78,097)
-----------------------------------------------------------------------------
Balance at June 30, 2003................. 5,721,265 $57,213 $8,198,558 $(29,185) $(30,135) $ 3,358 $8,199,809
=============================================================================
See Notes to Condensed Consolidated Financial Statements.
4
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
June 30,
---------------------------------------
2003 2002
----------------- -----------------
Cash flows from operating activities:
Net (loss) income............................................................ $(83,442) $169,799
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization............................................ 33,633 29,124
Change in deferred taxes................................................. 5,152 (370)
Stock option compensation................................................ 29,266 -
Change in marketable securities.......................................... 82,524 (39,184)
Unrealized (gain) loss on investment in unconsolidated affiliates........ (11,706) 6,785
Decrease (increase) in accounts receivable............................... 121,911 (542,041)
Decrease in receivables from officers, prepaid expenses and other assets 28,366 23,450
Increase in income taxes receivable..................................... (53,179) -
Increase in taxes payable............................................... - (86,248)
(Decrease) increase in accounts payable and other liabilities........... (121,782) 200,154
(Decrease) increase in accrued expenses................................. (23,793) 178,870
Increase in commissions payable......................................... 104,797 55,574
----------------- -----------------
Net cash provided by (used in) operating activities................. 111,747 (4,087)
----------------- -----------------
Cash flows from investing activities:
Purchases of property and equipment......................................... (43,010) (4,187)
Decrease in loans receivable from registered representatives................ 39,727 20,883
----------------- -----------------
Net cash (used in) provided by investing activities.................. (3,283) 16,696
----------------- -----------------
See Notes to Condensed Consolidated Financial Statements.
5
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
(UNAUDITED)
Three Months Ended
June 30,
------------------------------------------
2003 2002
------------------- ------------------
Cash flows from financing activities:
Payments on notes payable and NASD settlement.................... (95,427) (28,436)
------------------- ------------------
Net cash used in financing activities..................... (95,427) (28,436)
------------------- ------------------
Net increase (decrease) in cash and cash equivalents.................... 13,037 (15,827)
Cash and cash equivalents, beginning of period.......................... 7,088,659 6,337,445
------------------- ------------------
Cash and cash equivalents, end of period................................ $7,101,696 $6,321,618
=================== ==================
Supplemental disclosures of cash flow information:
Interest paid...................................................... $ 6,029 $ 2,980
=================== ==================
Income taxes paid.................................................. $ 29,050 $ 214,950
=================== ==================
Transfer of security to securities not readily marketable from
receivable from officers..................................... $ - $ 30,000
=================== ==================
See Notes to Condensed Consolidated Financial Statements.
6
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
..
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
of Investors Capital Holdings, Ltd. (the Company) have been prepared in
accordance with accounting principles generally accepted in the United
States of America (GAAP) for interim financial information and with the
instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial
statements. In the opinion of management, these unaudited condensed
consolidated financial statements contain all adjustments, consisting of
only normal and recurring adjustments, necessary for a fair presentation of
the financial position and results of operations. Operating results for the
three-month period ending June 30, 2003 are not necessarily indicative of
the results that may be expected for the year ended March 31, 2004. The
balance sheet at March 31, 2003 has been derived from the audited financial
statements at that date, but does not include all of the information and
footnotes required by GAAP for complete financial statements. These
unaudited condensed consolidated financial statements should be read in
conjunction with the Company's annual audited financial statements as of
March 31, 2003 included in the Company's Form 10-K for the year ended March
31, 2003 filed with the Securities and Exchange Commission.
Use of Estimates
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Reclassifications
Certain amounts in the prior periods have been reclassified to be
consistent with the current year's statement presentation.
Recent Accounting Pronouncements
In June 2001, the FASB issued SFAS No. 141, "Business
Combinations." This Statement addresses financial accounting and reporting
for business combinations and supercedes Accounting Principles Board ("APB")
Opinion No. 16, "Business Combinations," and SFAS No. 38, "Accounting for
Preacquisition Contingencies of Purchased Enterprises." Under Opinion 16,
business combinations were accounted for using one of two methods, the
pooling-of-interests method or the purchase method. All business
combinations in the scope of SFAS No. 141 are to be accounted for using one
method - the purchase method. The provisions of SFAS No. 141 apply to all
business combinations initiated after June 30, 2001 and to all business
combinations accounted for using the purchase method for which the date of
acquisition is July 1, 2001, or later.
7
The adoption of SFAS No. 141 had no immediate effect on the Company's
financial statements since it had no pending business combinations as of June
30, 2001 or as of the date of the issuance of these consolidated financial
statements. If the Company consummates business combinations in the future,
any such combinations that would have been accounted for by the
pooling-of-interests method under Opinion 16 will be accounted for under the
purchase method and the difference in accounting could have a substantial
impact on the Company's consolidated financial statements.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets." This Statement addresses financial accounting and
reporting for acquired goodwill and other intangible assets and supercedes APB
Opinion No. 17, "Intangible Assets." The initial recognition and measurement
provisions of SFAS No. 142 apply to intangible assets which are defined as
assets (not including financial assets) that lack physical substance. The term
"intangible assets" is used in SFAS No. 142 to refer to intangible assets
other than goodwill. The accounting for a recognized intangible asset is based
on its useful life. An intangible asset with a finite useful life is
amortized; an intangible asset with an indefinite useful life is not
amortized. An intangible asset that is subject to amortization shall be
reviewed for impairment in accordance with SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets."
SFAS No. 142 provides that goodwill shall not be amortized. Goodwill is
defined as the excess of the cost of an acquired entity over the net of the
amounts assigned to assets acquired and liabilities assumed. SFAS No. 142
further provides that goodwill shall be tested for impairment at a level of
reporting referred to as a reporting unit. Impairment is the condition that
exists when the carrying amount of goodwill exceeds its implied fair value.
SFAS No. 142 was effective as follows:
All of the provisions of SFAS No. 142 were applied in fiscal years
beginning after December 15, 2001, to all goodwill and intangible
assets recognized in the Company's statement of financial position
at the beginning of that fiscal year, regardless of when those
previously recognized assets were initially recognized.
The adoption of SFAS No. 142 did not have a material impact on the
consolidated financial statements.
In August 2001, the FASB issued SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
SFAS No. 144 supercedes SFAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," but retains
the basic recognition and measurement model for assets held for use and held
for sale. The provisions of SFAS No. 144 are required to be adopted starting
with fiscal years beginning after December 15, 2001. This Statement did not
have a material impact on the Company's consolidated financial statements.
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement requires that a
liability for a cost associated with an exit or disposal activity be
recognized and measured initially at fair value only when the liability is
incurred. SFAS No. 146 is effective for exit or disposal activities that are
initiated after December 31, 2002. This Statement did not have a material
impact on the Company's consolidated financial statements.
8
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SEGMENT INFORMATION
The Company's reportable segments include investment services offered
through Investors Capital Corporation (ICC) and asset management services
offered through Eastern Point Advisors, Inc. (EPA). This investment services
segment includes securities, insurance, financial planning and related
services. ICC earns commissions as a broker for its customers in the
purchase and sale of securities on major exchanges. Asset management
services generate recurring annual revenue from fees received on the
management of customer accounts. EPA provides asset management and portfolio
design services to a mutual fund and a variety of investors.
Segment data presented includes the allocation of all corporate
overhead to each segment. Inter-segment revenue and expense, and receivables
and payables, are eliminated between segments. Information concerning
operations in the Company's segments of business is as follows:
Three Months Ended
June 30,
----------------------------------
2003 2002
------------- ----------------
Non-interest revenues:
ICC............................... $9,106,723 $8,642,579
EPA............................... 532,558 662,180
------------- ----------------
Total........................ $9,639,281 $9,304,759
============= ================
Revenues from transactions with other operating
segments:
ICC............................... $ 164,810 $ 105,467
EPA............................... 70,633 45,200
Intersegment elimination.......... (235,443) (150,667)
------------- ----------------
Total........................ $ - $ -
============= ================
Interest income:
ICC............................... $ 42,013 $ 35,298
ICH............................... 37,203 28,362
------------- ----------------
Total........................ $ 79,216 $ 63,660
============= ================
Depreciation and amortization expense:
ICC............................... $ 31,902 $ 27,579
EPA............................... 1,731 1,545
------------- ----------------
Total........................ $ 33,633 $ 29,124
============= ================
9
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SEGMENT INFORMATION (Continued)
Three Months Ended
June 30,
-----------------------------------
2003 2002
---------------- --------------
Income tax expense (benefit):
ICC............................... $(4,114) $128,474
EPA............................... (50,317) 5,017
ICH............................... 35,404 (5,159)
---------------- --------------
Total........................ $(19,027) $128,332
================ ==============
Income (loss):
ICC............................... $143,673 $285,380
EPA............................... (4,747) 51,835
ICH............................... (222,368) (167,416)
---------------- --------------
Total........................ $(83,442) $169,799
================ ==============
Period end total assets:
ICC............................... $ 4,444,145 $ 4,615,346
EPA............................... 583,478 651,224
ICH............................... 5,435,433 5,329,208
---------------- --------------
Total........................ $10,463,056 $10,595,778
================ ==============
10
ITEM 2. Management's Discussion and Analysis
Management's discussion and analysis reviews our consolidated financial
condition as of June 30, 2003 and March 31, 2003, the consolidated results of
operations for the three months ended June 30, 2003 and 2002 and, where
appropriate, factors that may affect future financial performance. The
discussion should be read in conjunction with the consolidated financial
statements and related notes, included elsewhere in the Form 10-Q.
Overview
We are a financial services holding company that, through our
subsidiaries, provides investment advisory, insurance, financial planning and
related services. We operate in a highly regulated and competitive industry that
is influenced by numerous external factors such as economic conditions,
marketplace liquidity and volatility, monetary policy, global and national
political events, regulatory developments, competition and investor preferences.
Our revenues and net earnings may be either enhanced or diminished from
period to period by any one of or by a multiple of these external factors.
In addition, the passage of the Graham-Leach-Bliley Act in November of
1999 repealed depression-era laws that separated commercial, investment banking
and insurance activities. Such repeal may result in the intensification of the
environment in which we compete by increasing the number of companies doing
business in the financial services arena.
Critical Accounting Policies
The condensed consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States.
The Company believes that of its significant accounting policies, those
described below involve a high degree of judgment and complexity. These critical
accounting policies require estimates and assumptions that affect the amounts of
assets, liabilities, revenues and expenses reported in the consolidated
financial statements. Due to their nature, estimates involve judgment based upon
available information. Actual results or amounts could differ from estimates and
the difference could have a material effect on the condensed consolidated
financial statements. Therefore, understanding these policies is important in
understanding the reported results of operations and the financial position of
the Company.
Valuation of Securities and Other Assets
Substantially all financial instruments are reflected in the
consolidated financial statements at fair value or amounts that approximate fair
value, these include: cash, cash equivalents, and securities purchased under
agreements to resell; deposits with clearing organizations; securities owned;
and securities sold but not yet purchased. Unrealized gains and losses related
to these financial instruments are reflected in net earnings or other
comprehensive income in accordance with FASB 115, depending on the underlying
purpose of the instrument. Where available, the Company uses prices from
independent sources such as listed market prices, or broker or dealer price
quotations. Fair values for certain derivative contracts are derived from
pricing models that consider current market and contractual prices for the
underlying financial instruments or commodities, as well as time value and yield
curve or volatility factors underlying the positions. In addition, even where
the value of a security is derived from an independent market price or broker or
dealer quote, certain assumptions may be required to determine the fair value.
For instance, the Company generally assumes that the size of positions in
securities that the Company holds would not be large enough to affect the quoted
price of the securities if the Company were to sell them, and that any such sale
would happen in an orderly manner. However, these assumptions may be incorrect
and the actual value realized upon disposition could be different from the
current carrying value.
11
Reserves
The Company records reserves related to legal proceedings in "accrued
expenses". The determination of these reserve amounts requires significant
judgment on the part of management. Management considers many factors including,
but not limited to: the amount of the claim; the amount of the loss in the
client's account; the basis and validity of the claim; the possibility of
wrongdoing on the part of an employee of the Company; previous results in
similar cases; and legal precedents and case law. Each legal proceeding is
reviewed with counsel in each accounting period and the reserve is adjusted as
deemed appropriate by management. Any change in the reserve amount is recorded
in the consolidated financial statements and is recognized as a charge/credit to
earnings in that period. The assumptions of management in determining the
estimates of reserves may be incorrect and the actual disposition of a legal
proceeding could be greater or less than the reserve amount.
Results of Operations
Three Months Ended June 30, 2003 Compared with Three Months Ended June 30, 2002
The Company had a consolidated operating loss of $187,362 for the
three months ended June 30, 2003 as compared to consolidated operating income of
$244,236 for the three months ended June 30, 2002. This decrease in consolidated
operating income of $431,598, or 176.7%, after the elimination of all
inter-company revenues and expenses, was attributable to a $279,420 decrease in
operating income provided by the Company's subsidiary, Investors Capital
Corporation (ICC), a $111,916 decrease in operating income provided by the
Company's subsidiary Eastern Point Advisors (EPA) and a $40,262 decrease in
operating income provided by Investors Capital Holdings, Ltd (ICH), on a
stand-alone basis. All of these decreases in operating income were driven by
increases in selling and administrative expenses.
Consolidated commissions and advisory fee income of $9,639,281 for the
three months ended June 30, 2003 increased by $334,522, or 3.6%, as compared to
consolidated commissions and advisory fee income of $9,304,759 for the three
months ended June 30, 2002. This increase in gross revenues, after the
elimination of all inter-company revenues and expenses, was attributable to a
$464,144 increase in revenues provided by ICC and a $129,622 decrease in
advisory fee income provided by EPA. The $464,144 increase in revenues provided
by ICC was mainly attributable to a $486,877 increase in revenues generated from
our brokerage business. Offsetting this increase was a net decrease of $22,733
generated from miscellaneous items. The $129,622 decrease in advisory fee income
generated by EPA was mainly the result of a reduction in the value of assets
under management.
Consolidated commissions and advisory fee expense of $8,094,941 for
the three months ended June 30, 2003 increased by $414,623, or 5.4%, as compared
to consolidated commissions and advisory fee expense of $7,680,318 for the three
months ended June 30, 2002. This increase, after the elimination of all
inter-company revenues and expenses, was attributable to a $485,045 increase in
commission expense incurred by ICC and a $70,422 decrease in advisory fee
expense incurred by EPA. The increase in commission expense was the result of
the increase in gross revenues above, as well as an increase in the average
payout percentage over the same period last year.
Consolidated administrative expenses of $1,512,508 for the three
months ended June 30, 2003 increased by $334,331, or 28.4%, as compared to
consolidated administrative expenses of $1,178,177 for the three months ended
June 30, 2002. This increase, after the elimination of all inter-company
revenues and expenses, was attributable to a $239,689 increase in administrative
expenses incurred by ICC, a $54,295 increase in administrative expenses incurred
by EPA and a $40,347 increase in administrative expenses incurred by ICH. The
increase of $239,689 in administrative expenses incurred by ICC was driven by an
increase of $99,622 in salaries and wages. Legal expense increased by $55,073
due to the use of outside legal counsel. The remaining $84,994 increase was
associated with various other expenses incurred to generate the increase in
gross revenues. The $54,295 increase incurred by EPA was also driven by an
increase of $59,502 in salaries and wages. The offsetting decrease of $5,207 was
generated from various other expenses. The $40,347 increase from ICH was driven
by an increase of $29,266 for stock option expense and a $17,893 increase in
life insurance expense, as these expenses were not incurred during the same
period last year. The offsetting $6,812 decrease was attributable to various
other decreases in expenses.
12
Consolidated selling expenses of $219,194 for the three months ended
June 30, 2003 increased by $17,166, or 8.5%, as compared to consolidated selling
expenses of $202,028 for the three months ended June 30, 2002. This increase,
after the elimination of all inter-company revenues and expenses, was
attributable to an $18,830 increase in selling expenses incurred by ICC, a
$1,579 decrease in selling expenses incurred by EPA and an $85 decrease in
selling expenses incurred by ICH.
The Company had a consolidated income tax benefit of $19,027 for the
three months ended June 30, 2003 as compared to consolidated income taxes of
$128,332 for the three months ended June 30, 2002. This decrease of $147,359, or
114.8%, in income taxes was attributable to the Company's decline in
profitability from the same period last year.
The Company had a consolidated net loss of $83,442 for the three
months ended June 30, 2003 as compared to consolidated net income of $169,799
for the three months ended June 30, 2002. This $253,241, or 149.1%, decrease in
net earnings, after the elimination of all inter-company revenues and expenses,
was attributable to a $141,707 decrease in net income provided by ICC, a $56,582
decrease in net income provided by EPA and a $54,952 decrease in net income
provided by ICH. All of these decreases were mainly attributable to increases in
selling and administrative expenses as explained above.
Liquidity and Capital Resources
We believe that return on equity is primarily based on the use of
capital in an efficient manner. Historically, we have financed our operations
primarily through an initial public offering, private equity and internally
generated cash flow and not by incurring debt.
As of June 30, 2003, cash and cash equivalents totaled $7,101,696 as
compared to $7,088,659 as of March 31, 2003. Working capital as of June 30, 2003
was $7,638,005 as compared to $7,702,618 as of March 31, 2003.
As of June 30, 2003, our net capital ratio for the broker-dealer was
2.07 to 1 as compared to 1.69 to 1 as of June 30, 2002. The SEC requires that we
maintain a net capital of $100,000 and a ratio of aggregate indebtedness to net
capital not to exceed 15 to 1. This SEC requirement is also referred to as the
"net capital ratio" or the "net capital rule." Indebtedness generally includes
all money owed by a company, and net capital includes cash and assets that are
easily converted into cash. SEC rules also prohibit "equity capital," which,
under the net capital rule, includes the subordinated loans from being withdrawn
or cash dividends from being paid if our net capital ratio would exceed 10 to 1
if we would have less than our minimum required net capital. As of June 30,
2003, we had net capital of $1,151,900 as compared to net capital of $1,365,214
as of June 30, 2002. This resulted in excess net capital of $992,991 and
$1,210,953, respectively, for the applicable periods.
Net cash provided by operating activities was $111,747 for the three
months ended June 30, 2003 as compared to net cash used in operating activities
of $4,087 for the three months ended June 30, 2002. This increase in cash flow
provided by operating activities was driven by decreasing receivables resulting
from timing differences in the collection of revenues from our brokerage
business.
Net cash used in investing activities was $3,283 for the three months
ended June 30, 2003 as compared to net cash provided by investing activities of
$16,696 for the three months ended June 30, 2002. This decrease in cash flow
from investing activities mainly resulted from an increase in spending on plant,
property and equipment as compared to the same period last year.
Net cash used in financing activities was $95,427 for the three months
ended June 30, 2003 as compared to $28,436 for the three months ended June 30,
2002. This increase in cash flow used in financing activities was driven by a
settlement agreement between the Company and the NASD, which included the
incurrence of a note payable to the NASD.
13
Risk Management
Risks are an inherent part of the Company's business and activities.
Management of these risks is critical to the Company's financial strength and
profitability and requires communication, judgment and knowledge of financial
trends and the economy as a whole. Senior management takes an active role in the
risk management process. The principal risks involved in the Company's business
activities are market, operational, regulatory and legal.
Market Risk
Market risk is the risk attributable to common macroeconomic factors
such as gross domestic product, employment, inflation, interest rates, budget
deficits and Sentiment. Consumer and producer sentiment is critical to our
business. The level of consumer confidence determines their willingness to
spend, especially in the financial markets. It is this willingness to spend in
the financial markets that is key to our business. A shift in spending in this
area could negatively impact us. However, senior management is constantly
monitoring these economic trends in order to enhance our product line to offset
any potential negative impact.
Operational Risk
Operational risk refers to the risk of loss resulting from the
Company's operations, including, but not limited to, improper or unauthorized
execution processing of transactions, deficiencies in the Company's technology
or financial or financial operating systems and inadequacies or breaches in the
Company's control processes. Managing these risks is critical, especially in a
rapidly changing environment with increasing transaction volume. Failure to
manage these risks could result in financial loss to the Company. To mitigate
these risks, the Company had developed specific policies and procedures designed
to identify and manage operational risk. These policies and procedures are
reviewed and updated on a continuing basis to ensure that this risk is
minimized.
Regulatory and Legal Risk
Regulatory and legal risk includes non-compliance with applicable legal
and regulatory requirements and the risk of a large number of customer claims
that could result in adverse judgments against the Company. The Company is
subject to extensive regulation in all jurisdictions in which it operates. In
this regard, the Company has instituted comprehensive procedures to address
issues such as regulatory capital requirements, sales and trading practices, use
of and safekeeping of customer funds, credit granting, collection activities,
money-laundering and record keeping.
Effects of Inflation
The Company's assets are primarily liquid in nature and are not
significantly affected by inflation. Management believes that the replacement
cost of property and equipment will not materially affect operating results.
However, the rate of inflation affects our expenses, including employee
compensation and benefits, communications and occupancy, which may not be
readily recoverable through charges for services provided.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is contained in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" under
the caption "Market Risk" of this Form 10-Q.
14
ITEM 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer have concluded,
based on their evaluation within 90 days of the filing date of this report, that
our disclosure controls and procedures are effective for gathering, analyzing
and disclosing the information we are required to disclose in our reports filed
under the Securities Exchange Act of 1934. There have been no significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of the previously mentioned
evaluation.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company operates in a highly litigious and regulated business and, as
such, is a defendant or codefendant in various lawsuits and arbitrations
incidental to its securities business. The Company is vigorously contesting the
allegations of the complaints in these cases and believes that there are
meritorious defenses in each. Counsel is unable to respond concerning the
likelihood of an outcome, whether favorable or unfavorable, because of inherent
uncertainties routine in these matters. Currently, there are a total of thirteen
lawsuits and/or arbitrations filed against the Company seeking a total of
approximately $2.0 million. For the majority of claims, the Company's errors and
omissions (E&O) policy limits the maximum exposure in any one case to $75,000,
and in certain of these cases, the Company has the contractual right to seek
indemnity from related parties. As such, Management, in consultation with
counsel, believes that resolution of all such litigation is not expected to have
a material adverse effect on the consolidated financial results of the Company.
15
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.
INVESTORS CAPITAL HOLDINGS, LTD.
By: /s/ Timothy B. Murphy
----------------------
Chief Financial Officer
Date: August 14, 2003
16
CERTIFICATION
-------------
I, Theodore E. Charles, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Investors Capital
Holdings, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: August 14, 2003
By: /s/ THEODORE E. CHARLES
- ----------------------------
Theodore E. Charles
Chief Executive Officer
17
CERTIFICATION
-------------
I, Timothy B. Murphy, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Investors Capital
Holdings, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
d) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
e) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
f) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
c) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
d) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: August 14, 2003
By: /s/ TIMOTHY B. MURPHY
- -------------------------
Timothy B. Murphy
Chief Financial Officer
18
CERTIFICATION
-------------
In connection with the quarterly report on Form 10-Q of Investors
Capital Holdings, Ltd. (the "Company") for the period ended June 30, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned, Theodore E. Charles, Chief Executive Officer of the
Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
(1) the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
Date: August 14, 2003 By: /s/ Theodore E. Charles
-----------------------
Theodore E. Charles
Chief Executive Officer
19
CERTIFICATION
-------------
In connection with the quarterly report on Form 10-Q of Investors
Capital Holdings, Ltd. (the "Company") for the period ended June 30, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned, Timothy B. Murphy, Chief Financial Officer of the
Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
(2) the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
Date: August 14, 2003 By: /s/ Timothy B. Murphy
----------------------
Timothy B. Murphy
Chief Financial Officer
20