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EX-31.1 - EXHIBIT 31.1 - INVESTORS CAPITAL HOLDINGS LTDa6826785ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - INVESTORS CAPITAL HOLDINGS LTDa6826785ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - INVESTORS CAPITAL HOLDINGS LTDa6826785ex32-1.htm
EX-32.2 - EXHIBIT 32.2 - INVESTORS CAPITAL HOLDINGS LTDa6826785ex32-2.htm
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 

 
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, 2011

Commission File Number: 333-43664


INVESTORS CAPITAL HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
 
 
     DELAWARE    04-3284631
 (State or other jurisdiction of       (I.R.S. Employer
 incorporation or organization)        Identification No.)
 
230 Broadway E.
Lynnfield, Massachusetts01940
(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X]      No [  ]

   Indicate by check mark whether the registrant is an accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).
 
 
   Large accelerated filer  [  ] Accelerated filer  [  ]
   
   Non-accelerated filer  [  ]
   (Do not check if a smaller reporting company)
Smaller reporting company  [X]
                                                                                       


   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [  ]      No [X]

   There were 6,613,729 shares outstanding of the issuer’s common stock, par value $.01 per share, as of August 9, 2011.
 
 
 
 

 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
Table of Contents

PART I


FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
ITEM 4. CONTROLS AND PROCEDURES

PART II
 

OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 6. EXHIBITS
SIGNATURES




 



 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
 
PART I        FINANCIAL INFORMATION
 
 
ITEM 1.       FINANCIAL STATEMENTS
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
   
June 30, 2011
   
March 31, 2011
 
Assets
           
Current Assets
           
Cash and cash equivalents
  $ 4,737,602     $ 4,587,195  
Deposit with clearing organization, restricted
    175,000       175,000  
Accounts receivable
    5,511,646       6,798,638  
Note receivable -  (current)
    32,988       108,169  
Loans receivable from registered representatives (current), net of allowance
    730,360       721,664  
Prepaid income taxes
    0       157,880  
Securities owned at fair value
    227,841       17,384  
Investments
    50,000       50,000  
Prepaid expenses
    1,204,114       1,073,969  
      12,669,551       13,689,899  
                 
Property and equipment, net
    547,472       597,735  
                 
Long Term Investments
               
Loans receivable from registered representatives
    733,735       616,583  
Note receivable
    495,000       495,000  
Investments
    216,499       214,555  
Non-qualified deferred compensation investment
    1,123,606       1,089,572  
Cash surrender value life insurance policies
    698,294       680,429  
      3,267,134       3,096,139  
Other Assets
               
Deferred tax asset, net
    1,247,784       1,218,773  
Capitalized software, net
    141,798       132,131  
Other assets
    15,308       15,808  
      1,404,890       1,366,712  
                 
TOTAL ASSETS
  $ 17,889,047     $ 18,750,485  
                 
Liabilities and Stockholders' Equity
               
Current Liabilities
               
Accounts payable
  $ 1,114,707     $ 1,109,400  
Accrued expenses
    2,526,630       2,078,705  
Income taxes payable
    307,345       0  
Commissions payable
    3,302,110       3,246,898  
Notes payable
    996,273       1,527,969  
Unearned revenues
    128,011       113,486  
Securities sold, not yet purchased, at fair value
    16       0  
      8,375,092       8,076,458  
Long-Term Liabilities
               
Non-qualified deferred compensation plan
    1,221,721       1,176,096  
      1,221,721       1,176,096  
                 
Total liabilities
    9,596,813       9,252,554  
                 
Stockholders' Equity:
               
Common stock, $.01 par value, 10,000,000 shares authorized;
               
6,617,614 issued and 6,613,729 outstanding at June 30, 2011;
               
6,618,259 issued and 6,614,374 outstanding at March 31, 2011
    66,176       66,183  
Additional paid-in capital
    12,327,455       12,279,380  
Accumulated deficit
    (4,129,923 )     (2,874,214 )
Less: Treasury stock, 3,885 shares at cost
    (30,135 )     (30,135 )
Accumulated other comprehensive income
    58,661       56,717  
Total stockholders' equity
    8,292,234       9,497,931  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 17,889,047     $ 18,750,485  
                 
 
               
 
See Notes to Condensed Consolidated Financial Statements.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
 
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2011 AND 2010 (UNAUDITED)
 
   
2011
   
2010
 
Revenue:
           
   Commissions
  $ 16,916,508     $ 16,677,517  
   Advisory fees
    4,183,052       3,732,153  
   Other fee income
    103,393       190,183  
   Other revenue
    239,773       342,120  
Total revenue
    21,442,726       20,941,973  
                 
Expenses:
               
   Commissions and advisory fees
    17,094,637       16,524,228  
   Compensation and benefits
    2,103,025       2,009,067  
   Regulatory, legal and professional services
    1,275,790       804,873  
   Brokerage, clearing and exchange fees
    505,460       591,187  
   Technology and communications
    368,832       295,374  
   Marketing and promotion
    307,018       334,227  
   Occupancy and equipment
    235,411       228,293  
   Other administrative
    360,771       184,851  
   Interest
    7,944       6,874  
Total operating expenses
    22,258,888       20,978,974  
                 
Operating loss
  $ (816,162 )   $ (37,001 )
                 
 Provision (Benefit) for income taxes
    439,547     $ (26,211 )
                 
Net loss
  $ (1,255,709 )   $ (10,790 )
                 
Basic and diluted net loss per share
    (0.19 )   $ 0.00  
                 
                 
Shares used in basic and diluted per share calculations
    6,585,174       6,541,129  
                 
                 
 
See Notes to Condensed Consolidated Financial Statements.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 

 
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2011 AND 2010 (UNAUDITED)
 
   
2011
   
2010
 
Cash flows from operating activities:
           
    Net loss
  $ (1,255,709 )   $ (10,790 )
    Adjustments to reconcile net loss to net cash
               
    provided by operating activities:
               
    Depreciation and amortization
    108,468       104,727  
    Valuation allowance income taxes
    24,008       0  
    Deferred taxes
    (53,018 )     373  
    Stock-based compensation
    48,069       46,387  
    Unrealized loss in marketable securities
    3,560       679  
    Non-qualified deferred compensation investment
    10,717       8,691  
    Market adjustment cash surrender value life insurance policy
    356       10,956  
Charge to commission expense (forgivable loans)
    9,167       7,393  
    Allowance for  bad debt expense
    73,263       0  
    Change in operating assets and liabilities:
               
    Accounts receivable
    1,286,992       1,210,620  
    Prepaid expenses and other
    (128,771 )     (144,304 )
    Loans receivable from registered representatives
    (208,278 )     22,908  
    Income taxes
    465,225       (33,541 )
    Accounts payable
    5,307       (2,074 )
    Securities, net
    (214,004 )     123,469  
    Accrued expenses
    447,925       (310,369 )
    Commissions payable
    55,212       (739,675 )
    Unearned revenues
    14,525       8,290  
Net cash provided by operating activities
    693,014       303,740  
                 
Cash flows from investing activities:
               
    Acquisition of property and equipment
    (41,981 )     (5,997 )
    Cash surrender value life insurance policies
    (18,221 )     (18,222 )
    Payments received on note receivable
    75,181       30,739  
    Capital software expenditures
    (25,891 )     0  
Net cash (used in) provided by investing activities
    (10,912 )     6,520  
                 
Cash flows from financing activities:
               
    Payments on note payable
    (531,695 )     (393,271 )
Net cash used in financing activities
    (531,695 )     (393,271 )
                 
Net increase (decrease) in cash and cash equivalents
    150,407       (83,011 )
Cash and cash equivalents, beginning of period
    4,587,195       5,812,865  
Cash and cash equivalents, end of period
  $ 4,737,602     $ 5,729,854  
                 
Supplemental disclosures of cash flow information:
               
    Interest paid
  $ 7,944     $ 6,874  
    Income taxes paid
  $ 0     $ 2,000  
 
See Notes to Condensed Consolidated Financial Statements.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
 
INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(UNAUDITED)


NOTE 1  -  ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 
   Incorporated in 1995 under Massachusetts law and redomesticated under Delaware law in November 2007, Investors Capital Holdings, Ltd. ("ICH") is a holding company whose wholly-owned subsidiaries assist a nationwide network of independent registered representatives ("representatives") in providing a diversified line of financial services to the public including securities brokerage, investment advice, asset management, financial planning and insurance. Our subsidiaries include the following:
 
Investors Capital Corporation ("ICC") is duly registered under the Securities Exchange Act of 1934 (the “Exchange Act”), the Investment Advisers Act of 1940 and applicable state law to provide broker-dealer and investment advisory services nationwide.  ICC’s national network of independent financial representatives is licensed to provide these services through ICC under the regulatory purview of the Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority (“FINRA”) and state securities regulators.  ICC executes and clears its public customer accounts on a fully disclosed basis through Pershing, LLC (“Pershing”).  ICC, doing business as Investors Capital Advisors (“ICA”), also provides investment advisory services.
 
ICC Insurance Agency, Inc. facilitates the sale of insurance and annuities by our representatives.
 
Investors Capital Holdings Securities Corporation ("ICH Securities") holds cash, cash equivalents, interest income and dividend income for ICH.
 
INTERIM FINANCIAL REPORTING:

   The accompanying interim unaudited condensed consolidated financial statements of Investors Capital Holdings, Ltd. and its subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10-Q. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, these financial statements contain all of the adjustments necessary for a fair presentation of the results of the interim periods presented. Operating results for the three month periods ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending March 31, 2012. The balance sheet at March 31, 2011 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by US GAAP for complete financial statements. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended March 31, 2011 filed with the SEC.

USE OF ESTIMATES AND ASSUMPTIONS:

   The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Those estimates deal with the valuation of securities and other assets revenue recognition, legal reserves and allowance for doubtful accounts receivable and involve a particularly high degree of judgment and complexity.  Actual results could differ from those estimates.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
RECLASSIFICATIONS:

   Certain amounts in 2011 were reclassified to provide comparison with 2012 classifications.  These reclassifications had no effect on previously reported results of operations.

SIGNIFICANT ACCOUNTING POLICIES:

Revenue recognition

   The Company’s revenue recognition policies are summarized below.

   Mutual Funds/Variable Annuities.  Revenue from the sale of mutual funds and variable annuities is recognized as of the date the check and application is accepted by the investment company.

   Brokerage.  The Company earns commissions through stock purchase and sale transactions, mutual fund purchases, government and corporate bonds transactions, fee-based managed accounts and ticket charges. The Company also earns revenue in the form of 12b-1 fees and interest on account balances. The earnings process is substantially complete at trade date in accordance with the rules of FINRA and the SEC.

   The Company receives credit for clearing charge adjustments that are netted against any clearing charges the Company may incur for the period. These adjustments are recognized as income in the period received unless otherwise noted by the clearing Company.

   Unrealized gains and losses are recorded at the time that the Company reconciles its trading positions with the market value. The unrealized gains or losses are adjusted to market until the position is settled or the trade is cancelled.

   Advisory Fees.  Our managed accounts advisory fees are based on the amount of assets managed per agreement negotiated between our independent representatives and their clients.  These revenues are recorded quarterly as and when billed based on the fair market value of assets managed throughout during the quarter.  Any portion remaining uncollected due to account adjustments after account rebalancing is charged against earnings at quarter end.

   Administration Fees.  Administration fees for services rendered to the Company’s representatives respecting annual FINRA license renewals and Error and Omissions (“E&O”) insurance are recognized as revenue upon registration of the representative with FINRA and listing of the registered representative with the E&O insurance carrier. The funds received from the registered representative are initially recorded as unearned revenue. The amounts collected in excess of the E & O insurance premium and/or fees due FINRA, if any, are recognized as revenue.  Fees collected to maintain books and records are deferred and recognized ratably throughout the year.

   Other Revenue.  Revenue from marketing associated with product sales is recognized quarterly based on production levels.  Marketing event revenues are recognized at the commencement of each event offset by its costs.
 
Concentration of Credit Risk
 
   Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and cash equivalents. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limits for cash and cash equivalents not covered by the Depositors Insurance Fund of Massachusetts. Cash and cash equivalents held at our clearing broker-dealer is fully insured up to $500,000.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
Accounts Receivable – Allowance for Doubtful Accounts
 
   The Company’s policies for determining whether a receivable is considered uncollectible are as follows:

   Trade Receivables. As prescribed by the SEC, trade receivables usually settle within three days. If a trade error occurs, the Company pursues remedies to collect on the trade error. The Company does not record a receivable resulting from a trade error that is in litigation or whose outcome is otherwise not reasonably determinable. In such a case, the Company applies any proceeds from settlements or insurance against any trade losses incurred.

   Loans to representatives.  Management performs periodic evaluations and provides an allowance for bad debt based on the assessment of specifically identified unsecured receivables and other factors, including the representative's payment history and production levels. Once it is determined that it is both probable that a loan has been impaired, typically due to the termination of the relationship, and the amount of loss can reasonably be estimated, the portion of the loan balance estimated to be uncollectible is so classified.  See “Note 2, Loans to Registered Representatives”.
 
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; securities purchased under agreements to resell; deposits with clearing organizations; securities owned; and securities sold but not yet purchased. Certain financial instruments are classified as trading, available for sale, and held to maturity. The realized gains and losses are recorded in the income statement in the period in which the transactions occurred. The related unrealized gains and losses are reflected in other comprehensive income depending on the underlying purpose of the instrument. The Company records its private equity holdings at cost as the Company does not exercise significant influence over these equity investments.

   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, the actual value realized upon disposition could be different from the current carrying value.
 
Internal Use of Software
 
      The costs of internally developed software that qualify for capitalization are capitalized as fixed assets and subsequently amortized over the estimated useful life of the software, which is generally three years. The costs of internally developed software are included in fixed assets at the point at which the conceptual formulation, design and testing of possible software project alternatives are complete and management authorizes and commits to funding the project. The Company does not capitalize projects where it believes that the future economic benefits are less than probable.
 
Income Taxes
 
   The Company uses the asset and liability method to account for income taxes, which requires recognition of deferred tax assets, subject to valuation allowances, and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income or loss in the period that includes the enactment date.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
The Company, in preparing its  income tax provision, bases the calculation on its annual projection of income or loss from operations. The annual projection is reconciled on a  quarterly basis to changes in estimates, and at year end the calculation is based on the reported results of operations. Certain expenses are not deductible for tax purposes, creating  permanent differences that increase or decrease the income tax provision and effective income tax rate. The Company has adjusted its income tax provision calculation for permanent differences which resulted in an increase to the current tax provision and its corresponding impact on the effective tax rate.  The total amount of the permanent differences was approximately $1.39 million which consisted of non-deductible regulatory assessments, non-deductible costs  associated with our registration statement filing and non-deductible executive compensation.
 
Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has recorded a valuation allowance against the deferred tax assets in the current period. Management believes it is more likely than not that the remaining deferred tax assets will be realized.

   The Company reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves related to uncertain tax positions are based on a determination of whether and how much of a tax benefit taken in our tax filings or positions is more likely than not to be realized, assuming that the matter in question will be raised by the tax authorities. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. We believe appropriate provisions for outstanding issues have been made.
 
Recent Accounting Pronouncements

Comprehensive Income. In June 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. Instead, the new rule will require an entity to present net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate but consecutive statements. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for interim and annual periods beginning after December 15, 2011. The Company will adopt this new rule by fiscal year end March 31, 2012. While the adoption of this new guidance will change the presentation of comprehensive income, it will not have an impact on the Company’s results of operations or financial position.

Subsequent Events
 
   The Company has evaluated subsequent events through the date the financial statements were available to be filed.  There were no material subsequent events requiring adjustment, however see Note 11” Subsequent Events” for disclosure in these financial statements.

NOTE 2  - LOANS TO REGISTERED REPRESENTATIVES
 
   ICC has granted loans to certain registered representatives with the stipulation that the loans will be forgiven if the representatives remain licensed with the Company for an agreed upon period of time, generally one to five years, and/or meet specified performance goals.  Upon forgiveness, the loans are charged to commission expense for financial reporting purposes. Loans charged to commission expense totaled $9,167 and $7,393 for the quarters ended June 30, 2011 and 2010, respectively.
 
   Some loans to registered representatives are not subject to a forgiveness contingency.   These loans, as well as loans that have failed the forgiveness contingency, are repaid to the Company by deducting a portion of the representatives’ commission payouts throughout the commission cycle until the loans are repaid.
 
   Interest charged on these loans to representatives range from 3% to 11.25% annually.  Included in loans receivable  from registered representatives is a $450,000 loan receivable from a registered representative in connection with a regulatory matter settled with the Massachusetts Securities Division on October 27, 2010.  This representative has agreed to reimburse the Company for certain amounts paid by the Company with respect to this regulatory matter.
 
   Loans receivable from registered representatives are as follows:
 
             
   
June 30,
   
March 31,
 
   
2011
   
2011
 
 
           
Forgiveable
  $ 876,175     $ 682,762  
Other loans
    718,288       712,590  
Less: allowance
    (130,368 )     (57,105 )
   Total loans
  $ 1,464,095     $ 1,338,247  

 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
NOTE 3 - NOTE RECEIVABLE

   On October 24, 2005, the Company entered into an agreement (the “Transition Agreement”) with Dividend Growth Advisors, LLC (“DGA”).  The Company agreed to terminate its Investment Advisory Agreement with Eastern Point Advisors Funds Trust (the “Trust”) effective October 18, 2005 and to permit the appointment by the Trust of DGA to succeed the Company as the Trust’s investment advisor. Under the terms of the Transition Agreement and an associated promissory note (the “Note”), the receivable owed by the Funds to the Company was assigned to DGA and DGA agreed to pay the Company an amount equal to the total of all fees that the Company had waived or remitted to a fund in the Trust through October 18, 2005.

   The Note provided for a principal amount of $747,617, quarterly payments of interest accruing thereon at 5.5% and full repayment on October 31, 2010.  The Note was modified, effective March 3, 2010 to extend maturity by four years to October 31, 2014 and require annual principal payments of $100,000.  Total amount outstanding as of June 30, 2011 and March 31, 2011 was $527,988 and $603,169, respectively.   Prepayments are permitted without penalty. The interest accrued on this note was $7,988 and $8,169, respectively, at June 30, 2011 and March 31, 2011.
 
NOTE 4 – FAIR VALUE MEASUREMENTS

    The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach are used to measure fair value.
 
   The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:
 
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities the Company have the ability to access.
 
Level 2 - Inputs are inputs (other than quoted prices included within Level 1) that are observable for the asset or liability, either directly or indirectly.
 
Level 3 - Inputs include unobservable inputs for the asset or liability and rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs should be developed based on the best information available in the circumstances and may include the Company’s own data.)
 
   The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.  The following table presents the Company's fair value hierarchy for those financial assets and liabilities measured at fair value as of June 30, 2011:
 
 
 
 
Fair Value Measurements on Recurring Basis
 
   
Total Fair Value of
Asset or Liability
   
Quotes Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Input (Level 2)
   
Significant
Unobservable
Inputs (Level 3)
 
Investments
  $ 216,499     $ 216,499     $ -     $ -  
Mutual Funds
    0       0       0       0  
Securities owned at fair value
    227,841       227,841       0       0  
    Total assets
  $ 444,340     $ 444,340     $ -     $ -  
                                 
Securities sold ,not yet purchased at fair value
  $ 16     $ 16                  
    Total liabilities
  $ 16     $ 16                  
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
 
 The following table presents the Company's fair value hierarchy for those financial assets and liabilities measured at fair value as of March 31, 2011:
 
 
 
Fair Value Measurements on Recurring Basis
 
   
Total Fair Value of
Asset or Liability
   
Quotes Prices in
Active Markets for Identical Assets
(Level 1)
   
Significant
Other
Observable
Input (Level 2)
   
Significant
Unobservable
Inputs (Level 3)
 
Investments
  $ 214,555     $ 214,555     $ 0     $ 0  
Mutual funds(1)
    10,823       10,823       0       0  
Securities owned at fair value
    17,384       17,384       0       0  
    Total assets
  $ 242,762     $ 242,762     $ 0     $ 0  
 
(1) Amount labeled as Mutual funds are included in Non-qualified Deferred compensation investment
on the condensed consolidated balance sheet.
 
 
NOTE 5 – SHORT –TERM INVESTMENTS
 
   As of June 30, 2011, the Company owned investments classified as held to maturity through December 31, 2011.  These investments are presented at face value as follows:
 
Purchase Date
 
Purchase Price
 
Description
 
Face Value
 
Interest Date
                 
12/1/2009
  $ 50,000  
Insight Real Estate Series 2007-A Secured Debentures
  $ 50,000  
Quarterly

NOTE 6 - LITIGATION AND REGULATORY MATTERS

   In the ordinary course of business, the Company and its subsidiaries are routinely defendants in or parties to pending and threatened legal actions and proceedings brought on behalf of various claimants, some of which seek material and/or indeterminable amounts. Certain of these actions and proceedings are based on alleged violations of consumer protection, securities and other laws and may involve claims for substantial monetary damages asserted against the Company and its subsidiaries.  Also, the Company and its subsidiaries are subject to regulatory examinations, information gathering requests, inquiries, investigations and formal administrative proceedings that may result in fines or other negative impact on the Company.  ICC, as a duly registered broker/dealer and investment advisor, is subject to regulation by the SEC, FINRA, NYSE - Amex (formerly the American Stock Exchange) and other state securities regulators.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
   The Company maintains Errors and Omissions ("E&O") insurance to protect itself from potential damages and/or legal costs associated with certain litigation and arbitration proceedings and, as a result, in the majority of cases the Company’s exposure is limited to $100,000 in any one case, subject to policy limitations and exclusions.  The Company also maintains a fidelity bond to protect itself from potential damages and/or legal costs related to fraudulent activities pursuant to which the Company’s exposure is usually limited to a $350,000 deductible per case, subject to policy limitations and exclusions.

   The Company recognizes a legal liability when management believes it is probable that a liability has been incurred and the amount can be reasonably estimated.  Conclusions on the likelihood that a liability has been incurred and estimates as to the amount of the liability are based on consultations with the General Counsel of the broker-dealer who, when situations warrant, may engage and consult external counsel to assist with the evaluation and handle certain matters.  Legal fees for defense costs are expensed as incurred and classified as professional services within the consolidated statements of income.

   As of June 30, 2011 and March 31, 2011, the Company had accrued expenses of approximately $1,837,000 and $1,651,000, respectively, in legal fees and estimated probable settlement costs relating to the Company’s defense in various legal matters.  It is possible that some of the matters could require the Company to pay damages or make other payments or establish accruals in amounts that could not be estimated and/or could exceed those accrued as of June 30, 2011.  Key components of both the June 30, 2011 and March 31, 2011 accrual included (i) estimated settlements and claims arising from alleged poor performance of certain real estate investments trusts (“REITs”) and oil and gas limited partnerships that have experienced bankruptcy or other financial difficulties during or in connection with the recent global liquidity crisis and (ii) regulatory assessments that exceeded our expectations.
 
NOTE 7 - STOCK BASED COMPENSATION

   The Company periodically issues common stock to employees, directors, officers, representatives and other key individuals in accordance with the provisions of the shareholder approved equity compensation plans. The Company measures and recognizes compensation expense for all share-based awards made to representatives, officers, employees and directors based on estimated fair values.

Stock Awards
 
   Shares of stock granted under Company’s equity incentive plans (the “Equity Plans”) as of June 30, 2011 have been either fully vested at date of grant or subject to vesting over time periods varying from one to five years after the date of grant, unvested shares being subject to forfeiture in the event of termination of the grantee’s relationship with the Company, other than for death or disability.  The compensation cost associated with these stock grants is recognized over the vesting period of the shares and is calculated as the market value of the shares on the date of grant.  Stock grants have been recorded as deferred compensation, which is a component of paid-in capital within stockholders’ equity on the Company’s Consolidated Balance Sheets.

   The following activity occurred during the three months ended June 30, 2011:
 
   
Shares
   
Weighted Ave
Stock Price
 
Weighted Average
Vested Life
 
Fair Value
 
                     
       Non-vested at April 1, 2011
    35,891     $ 3.72  
1.99 years
  $ 133,515  
                           
Granted
    0     $ 0.00         0  
Vested
    (6,916 )   $ 3.84         (26,557 )
Canceled
    (645 )   $ 3.35         (2,154 )
                           
       Non-vested at June 30, 2011
    28,330     $ 3.70  
1.89 years
    104,828  
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
 
   
Shares
   
Weighted Ave
Stock Price
 
Weighted Average
Vested Life
 
Fair Value
 
                     
    Non-vested at April 1, 2010
    62,863     $ 3.50  
1.91 years
  $ 220,021  
                           
Granted
    -     $ 0.00         -  
Vested
    (12,698 )   $ 3.69         (46,856 )
Canceled
    (788 )   $ 2.76         (2,175 )
                           
    Non-vested at June 30, 2010
    49,377     $ 3.47  
1.47 years
  $ 171,338  
 
   The Company’s net loss for the three months ended June 30, 2011 includes $0.03 million of compensation costs related to the Company’s grants of restricted stock to executives and employees and $0.02 million for grants to independent representatives under the Plans.
 
Stock Option Grants

   The following table summarizes information regarding the Company's employee and director fixed stock options as of June 30, 2011 and, 2010:
 
Employees , Director and Officers
 
2011
   
2010
 
Fixed Options
       
Weighted-Average
         
Weighted-Average
 
   
Shares
   
Exercise Price
   
Shares
   
Exercise Price
 
                         
Outstanding at beginning of year
    150,000     $ 1.00       150,000     $ 1.00  
Granted
    0               0          
Forfeited
    0               0          
Exercised
    0               0          
Reclassified(non-employee)
    0               0          
                                 
Outstanding at quarter end
    150,000     $ 1.00       150,000     $ 1.00  
                                 
Options exercisable at quarter-end
    150,000               150,000          
                                 
Weighted-average fair value of
options granted during the year
                           
 
   The intrinsic value of the stock options was $795,000 at June 30, 2011 and $210,000 at June 30, 2010.
 
   The following table summarizes further information about employee and Directors' fixed stock options outstanding as of June 30, 2011:
 
 
Options Outstanding      Options Exercisable  
    Weighted-Average                  
Range Of
   
Number
 
Remaining
 
 
   
Number
   
Weighted-Average
 
Exercise Prices
   
Outstanding
 
Contractual Life
 
Exercise Price
   
Exercisable
   
Exercise Price
 
                             
$ 1.00       150,000  
No Stated Maturity
  $ 1.00       150,000     $ 1.00  

NOTE 8 – NON-QUALIFIED DEFERRED COMPENSATION PLAN

   Effective December 2007, the Company established the Investors Capital Holdings, Ltd. Deferred Compensation Plan (the “NQ Plan”) as well as a Rabbi Trust Agreement for this plan.  ICC is the NQ Plan’s sponsor.  The unfunded NQ Plan enables eligible ICC Representatives to elect to defer a portion of earned commissions, as defined by the NQ Plan.  The total amount of deferred compensation was $103,156 and $77,803 for the three months ended June 30, 2011 and 2010, respectively.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
NOTE 9 – LINE OF CREDIT

      The Company has a line of credit (“Line”) with maximum borrowings of $1,000,000 at the Bank’s base lending rate (5.00% per year as of June 30, 2011). The Line became effective on November 22, 2010, and is subject to annual renewal and contains a customary minimum debt service covenant. The Line has not yet been used, therefore no balance is outstanding at June 30, 2011.

NOTE 10 - SEGMENT INFORMATION

   Operating segments are defined as components of a business about which separate financial information is available that is regularly evaluated by management in deciding how to allocate resources and in assessing performance. The Company evaluates performance based on profit and loss from operations before income taxes not including nonrecurring gains and losses.
 
      The Company's reportable operating segments are (i) broker/dealer and related services offered through ICC and (ii) asset management (investment advisory) services offered through ICC, doing business as ICA. The segments are strategic business units that are managed separately. They operate under different regulatory systems, provide different services and require distinct marketing strategies and varied technological and operational support. They also have differing revenue models; ICC earns transactional commissions and various fees in connection with the brokerage of securities for its customers, whereas ICA generates recurring revenue from fees that are based on the value of assets under management.
 
   The Company accounts for inter-segment services and transfers as if the services or transfers were to third parties, that is, at current market prices.  In presenting segment data, all corporate overhead items are allocated to the segments, and inter-segment revenue, expense, receivables and payables are eliminated. Currently it is impractical to report segment information using geographical concentration.

   Assets are allocated among ICH and its subsidiaries based upon legal ownership and the services provided. Total period-end assets are presented on a stand-alone basis, i.e., without inter-company eliminations. The Company does not allocate income taxes or unusual items to segments.  Corporate items and eliminations are presented in the following table for the purpose of reconciling the stand-alone asset amounts to total consolidated assets.

   Currently, management allocates all expenses separately to the parent and ICC, including allocation of costs associated with shared personnel, based upon time studies and a determination of which entities are the beneficiaries of the services rendered by the personnel.  Within ICC, expenses are further allocated between the two segments, ICC and ICA as follows:  overhead expenses pro rata to revenue, direct full-time and time-shared employee costs based on the segments being served, and other personnel-related expenses pro rata to head count.
 
   Effective July 1, 2009, ICC reimburses ICH, in the form of a management fee, for ICH-incurred overhead expenses that are necessary for ICC to effectively conduct its operations.  This overhead primarily is in the nature of salaries and professional and legal fees incurred to obtain such services as audit engagements, legal advice, and industry expertise.

   The Company periodically reviews the effect that these agreement described above may have on the Company’s net capital.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
Segment reporting is as follows for the quarter ended:
 
   
June 30,
 
   
2011
   
2010
 
Non-interest revenues:
           
ICC brokerage services
  $ 17,120,079     $ 17,072,611  
ICA asset management services
    4,230,071       3,776,435  
ICH gain (loss) on investment
  $ (10,717 )   $ (8,692 )
         Total
  $ 21,339,433     $ 20,840,354  
                 
Interest and dividend income, net:
               
ICC
  $ 103,226     $ 101,546  
ICH
    55       60  
ICH Securities
    13       13  
        Total
  $ 103,294     $ 101,619  
                 
Depreciation and amortization expenses:
               
ICC brokerage services
  $ 107,301     $ 103,560  
ICA asset management services
    1,167       1,167  
        Total
  $ 108,468     $ 104,727  
                 
Operating income (loss):
               
ICC brokerage services
  $ (943,389 )   $ (350,830 )
ICA asset management services
    516,434       413,297  
ICH
  $ (389,220 )   $ (99,481 )
ICH Securities
    13       13  
        Total
  $ (816,162 )   $ (37,001 )
                 
Period end total assets:
               
ICC brokerage services
  $ 15,304,156     $ 14,382,736  
ICA asset management services
    884,387       1,302,757  
ICH
    2,470,587     $ 2,518,776  
ICH Securities
    10,303       10,251  
Corporate items and eliminations
  $ (780,386 )   $ (649,333 )
        Total
  $ 17,889,047     $ 17,565,187  
                 
Corporate items and eliminations:
               
Inter-company eliminations
  $ 688,927     $ 611,426  
Income taxes
  $ 91,459       37,907  
        Total
  $ 780,386     $ 649,333  
 
NOTE 11- SUBSEQUENT EVENTS
 
   On August 2, 2011, the Company completed a secondary stock offering at a price of $4.25 per share of 3,608,820 shares of its common stock owned by Chairman of the Board and founder, Theodore E. Charles, members of his family, family trusts and a controlled charitable foundation (the “selling stockholders”).   Investors Capital Corporation acted as the sole underwriter for the offering, and did not receive any of the proceeds from the offering of shares by the selling stockholders.  The Company paid a $0.50 million fee to Sterne, Agee & Leach, Inc. to act as a qualified independent underwriter in the offering.  Upon the closing of the offering, (i) Mr. Charles retired as an officer and director of the Company, (ii) his employment agreement with the Company was terminated due to retirement, (iii) his consultant agreement with the Company was amended to shorten the term to one year and reduce certain employment benefits and (iv) title to an existing life insurance policy with a cash surrender value of $0.55 million will be transferred by the Company to Mr. Charles.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011

 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   Management's Discussion and Analysis reviews our consolidated financial condition as of June 30, 2011 and March 31, 2011, the consolidated results of operations for the three months ended June 30, 2011 and 2010 and, as appropriate, factors that may affect future financial performance. The discussion should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q.  Unless context requires otherwise, as used in this Management’s Discussion and Analysis (i) the “current period” means the three months ended June 30, 2011, (ii) the “prior period” means the three months ended June 30, 2010, (iii) an increase or decrease compares the current period to the prior period, and (iv) non-comparative amounts refer to the current period.

FORWARD-LOOKING STATEMENTS
 
   This report contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, trends and other matters that are not historical facts and may include words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions. These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and changes in circumstances that might cause future events, achievements or results to differ materially from those expressed or implied by the forward-looking statements. Readers are directed to discussions of risks and uncertainties that may be found in this report and other documents filed by the Company with the SEC. We specifically disclaim any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.
 
OVERVIEW

   We are a financial services holding company that, through our subsidiaries, provides brokerage, investment advisory, insurance 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 these and other external factors.
 
OUR BUSINESS
 
   We operate primarily through our subsidiary, ICC, as a broker-dealer and, doing business as ICA, as a registered investment advisor, with a national network of independent financial representatives.
 
Broker-Dealer Services
 
   We provide broker-dealer services in support of trading and investment by our representatives’ customers in securities, including corporate equity and debt securities, U.S. Government securities, municipal securities, mutual funds, limited partnerships and other alternative investments, variable annuities and variable life insurance.  We also provide related services such as market information, Internet brokerage, portfolio tracking facilities and records management.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
Investment Advisory Services

   We provide investment advisory services, including asset allocation and portfolio rebalancing, for our representative’s customers through ICA.
 
Recruitment and Support of Representatives
 
   A key component of our business strategy is to recruit well-established, productive representatives who provide superior service to their clients.  Additionally, we assist our representatives in developing and expanding their business by providing a variety of support services and a diversified range of investment products for their clients.  We focus on providing substantial added value to our representatives’ practices, enabling them to be more productive, particularly in high margin lines such as advisory services and brokerage.
 
   Support provided to assist representatives in pursuing consistent, profitable sales growth takes many forms, including automated trading systems, targeted financial assistance and a network of communication links with investment product companies.  Regional and national conventions provide forums for interaction to improve product knowledge, sales and client satisfaction.  In addition, we provide our representatives with programs and tools to grow their businesses both through new client acquisition and advancement of existing client relationships.  These programs enhance our ability to attract and retain productive representatives.
 
OUR PROCESS
 
Online Brokerage
 
   Registered representatives have direct market access to submit security transactions for their clients through the use of an online brokerage platform for trade execution serviced by Pershing acting as our clearing firm.
 
 Check and Application
 
   Check and application revenue is obtained through a process where a check and a product application is delivered to us for processing that includes principal review and submission to the variable annuity, mutual fund, direct participation or other investment product company. Investments in technology are facilitating our migration over time from a paper intensive to a more paperless process. This shortens the transaction cycle, reduces errors and creates greater efficiencies.
 
Bond Brokerage
 
   Our fixed-income brokerage desk uses a network of regional and primary dealers to execute trades across a broad array of fixed income asset classes. The desk also utilizes dealer-only electronic services that allow the desk to offer inventory and to execute trades. Our fixed income traders work with our representatives to develop portfolios for clients.
 
Asset Allocation
 
   Asset allocation services are made available through ICA. Our services include the design, selection and rebalancing of investment portfolios on behalf of our representatives' clients. We also provide tools, services and guidance that enable our representatives to provide these investment services directly to their clients. These services, for the most part, are conducted through our online brokerage platform. Other allocation services are performed directly by fund companies.
 
CRITICAL ACCOUNTING POLICIES
 
In General
   
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company believes that of its significant accounting policies and litigation and regulatory matters to the Company’s condensed consolidated financial statements contained herein), those dealing with revenue recognition, allowance for doubtful accounts receivable, taxes and accrual of legal expenses involve a particularly high degree of judgment and complexity. Our accounting policies require estimates and assumptions that affect the amounts of assets, liabilities, revenues and expenses reported in the condensed consolidated financial statements. By their nature, estimates involve judgment based upon available information. Actual results or amounts can and do differ from estimates and the differences can have a material effect on the condensed consolidated financial statements. Therefore, understanding these policies is important to understanding the reported results of operations and the financial position of the Company.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
Off Balance Sheet Risk
 
   We execute securities transactions on behalf of our customers on a fully-disclosed basis. If either the customer or a counter-party fails to perform, we, by agreement with our clearing broker, may be required to discharge the obligations of the non-performing party. In such circumstances, we may sustain a loss if the market value of the security is different from the contract value of the transaction. We seek to control off-balance sheet risk by monitoring the market value of securities held or given as collateral in compliance with regulatory and internal guidelines. Pursuant to such guidelines, our clearing company requires that we reduce positions when necessary.   We also complete credit evaluations where there is thought to be credit risk.
 
Reserves
 
   We record reserves related to legal proceedings in “accrued expenses” in the condensed consolidated balance sheet. 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 or representative of the Company; previous results in similar cases; and legal precedents. 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 condensed consolidated financial statements and is recognized as a charge/credit to earnings in that period. The assumptions made by management in determining the estimates of reserves may be incorrect and the actual costs upon settlement of a legal proceeding may be greater or less than the reserved amount.  See “Note 6, Litigation and Regulatory Matters”.

KEY INDICATORS OF FINANCIAL PERFORMANCE FOR MANAGEMENT

   Management periodically reviews and analyzes our financial performance across a number of measurable factors considered to be particularly useful in understanding and managing our business.  Key metrics in this process include productivity and practice diversification of representatives, top line commission and advisory services revenues, operating expenses, legal costs, taxes, earnings per share and adjusted EBITDA.

PRODUCTIVITY OF REPRESENTATIVES

   Management believes that improving the overall quality of our independent representatives is a key to achieving growth in revenues and earnings.  We believe that upgrading the business practices of our representatives not only grows revenue, but assists in limiting the cost of overhead functions and representative noncompliance.  We strive to continually improve the overall quality of our force of representatives by:

assisting representatives to improve their skills and practices,
recruiting established, high quality representatives, and
terminating low quality representatives.

   A key metric that we use to assess the average quality of our producing (non-staff) representatives is per capita rep-generated revenue based on a rolling 12-month period.  Data for the 12-month periods ended June 30, 2011 and 2010 are presented below:
 
 
 
 

 
 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 

 
   
Twelve months ended
   
Increase/ 
   
% Increase/
 
   
June 30, 2011
   
June 30, 2010
     decrease      decrease  
Rep-generated revenue:
                       
   Commission
  $ 68,350,777     $ 65,961,896     $ 2,388,881       3.6 %
   Advisory
    15,428,500       13,098,859       2,329,641       17.8 %
   Other fee income
    715,961       1,062,224       (346,263 )     -32.6 %
    $ 84,495,238     $ 80,122,979     $ 4,372,259       5.5 %
                                 
Number of representatives(1)
    525       574       (49 )     -8.5 %
                                 
Average revenue per representative
  $ 160,943     $ 139,587     $ 21,356       15.3 %
                                 
(1) Number of representatives does not include terminated representatives.
 

   We believe that the 15.3% growth in per capita rep-generated revenue is the result of organic revenue growth and market appreciation, paring down of the number of lower-producing registered representatives and recruitment of new representatives with higher levels of production.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011

 
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2011 AND 2010

RESULTS OF OPERATIONS
 
   
 
         
Percentage of Revenue
   
Percent
 
   
Quarter Ended June 30,
   
Quarter Ended June 30,
   
Change
 
   
2011
   
2010
   
2011
   
2010
   
2011 vs. 2010
 
                               
Revenue:
                             
   Commissions
  $ 16,916,508     $ 16,677,517       78.9 %     79.6 %     1.4 %
   Advisory fees
    4,183,052       3,732,153       19.5 %     17.8 %     12.1 %
   Other fee income
    103,393       190,183       0.5 %     0.9 %     -45.6 %
   Other revenue
    239,773       342,120       1.1 %     1.6 %     -29.9 %
Total revenue
    21,442,726       20,941,973       100.0 %     100.0 %     2.4 %
                                         
Expenses:
                                       
   Commissions and advisory fees
    17,094,638       16,524,228       79.6 %     78.8 %     3.5 %
   Compensation and benefits
    2,103,024       2,009,067       9.8 %     9.6 %     4.7 %
   Regulatory, legal and professional services
    1,275,790       804,873       5.9 %     3.8 %     58.5 %
   Brokerage, clearing and exchange fees
    505,460       591,187       2.4 %     2.8 %     -14.5 %
   Technology and communications
    368,832       295,374       1.7 %     1.4 %     24.9 %
   Marketing and promotion
    307,018       334,227       1.4 %     1.6 %     -8.1 %
   Occupancy and equipment
    235,411       228,293       1.1 %     1.1 %     3.1 %
   Other administrative
    360,771       184,851       1.7 %     0.9 %     95.2 %
   Interest
    7,944       6,874       0.0 %     0.0 %     15.6 %
Total expenses
    22,258,888       20,978,974       103.6 %     100.0 %     6.1 %
                                         
Operating income
    (816,162 )     (37,001 )     -3.8 %     -0.2 %     2,105.8 %
                                         
Provision (benefit) for income taxes
    439,547       (26,211 )     2.0 %     -0.1 %     -1,777.0 %
                                         
Net income
  $ (1,255,709 )   $ (10,790 )     -5.9 %     -0.1 %     11,537.7 %
                                         
Adjusted EBITDA
  $ (352,390 )   $ 120,987       -1.6 %     0.6 %     -391.3 %
                                         
Adjustments to conform Adjusted EBITDA
to GAAP Net income:
                         
  Income tax benefit
    0       87,133       0.0 %     0.4 %     100.0 %
  Interest expense
    (7,944 )     (6,874 )     0.0 %     0.0 %     15.6 %
  Income tax expense
    (439,547 )     (60,922 )     -2.0 %     -0.3 %     621.5 %
  Depreciation and amortization
    (108,468 )     (104,727 )     -0.5 %     -0.5 %     3.6 %
  Non-recurring professional fees
    (299,291 )     0       -1.4 %                
  Non-cash compensation
    (48,069 )     (46,387 )     -0.2 %     -0.2 %     3.6 %
                                         
Net loss
  $ (1,255,709 )   $ (10,790 )     -5.9 %     -0.1 %     11,537.7 %
 

ADJUSTED EBITDA

      Earnings before interest, taxes, depreciation and amortization (“EBITDA”), as adjusted by eliminating other non-cash expense, gains or losses on sales of assets, and various non-recurring items (“adjusted EBITDA”), is a key metric we use in evaluating our financial performance.  Adjusted EBITDA eliminates items that we believe are not part of our core operations, are non-recurring items of revenue or expense, or do not involve a cash outlay, such as stock-related compensation and professional fees incurred in connection with the Company’s registration statement on Form S-3 filed on April 1, 2011 and related matters.  We consider adjusted EBITDA important in monitoring and evaluating our financial performance on a consistent basis across multiple time periods. We also use adjusted EBITDA as an important measure, among others, to analyze and evaluate financial and strategic planning decisions.

   Adjusted EBITDA is considered a non-US GAAP financial measure as defined by Regulation G promulgated by the SEC under the Securities Act.  Adjusted EBITDA should be considered in conjunction with, rather than as a substitute for, important US GAAP financial measures including pre-tax income, net income and cash flows from operating activities.  Items excluded from adjusted EBITDA are significant and necessary components to the operations of our business; therefore, adjusted EBITDA should only be used as a supplemental measure of our operating performance.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
REVENUE
 
   A 2.4% increase in revenues was primarily attributable to an increase in advisory fees as asset values grew augmented by an increase in investment contributions. Commission revenue remained relatively flat as increases in sales of variable annuities and mutual funds offset a decrease in sales of direct participation programs relating to alternative investments in REITs and oil and gas programs.
 
   Our advisor-directed managed assets program, A-MAP, where investment advisory services are provided directly by our independent representatives, continues to contribute the majority of advisory services revenue.
 
   Other fee income, primarily comprised of licensing and annual administrative fees, as well as financial planning fees, decreased primarily as a result of a decline in administrative fees consequential to the Company waiving these fees for recently recruited representatives.
 
   The decrease in other revenue, which consists of net marketing revenues and interest income, resulted primarily from a decrease in marketing allowances from product sponsor programs reflecting a decline in sales volumes of alternative investment products.

EXPENSES

   Total expenses increased by $1.28 million, or 6.1%, principally as a result of increases in commissions and advisors fees paid to our representatives, regulatory, legal and non-recurring professional fees, and other administrative expenses.  These increases were partially offset by decreases in brokerage and clearing fees and marketing and promotion costs.

   Commissions and advisory fees paid to our representatives represent a percentage of revenue generated by them; accordingly, much of the $0.60 million increase in commissions and advisor fees reflects a corresponding increase in commission and advisory fee revenue.
 
   The 58.5% rise in regulatory, legal and professional expenses was driven principally by a $0.4 million regulatory assessments that exceeded our expectations and expenses related to legal proceedings resulting from the sale of alternative investments, $0.30 million of the balance of legal and professional costs were nonrecurring expenses related to the preparation and filing of our registration statement on Form S-3 dated April 1, 2011 and related matters.  We will continue to incur legal fees and settlement costs as we operate in a litigious, regulated industry. In addition, from time to time regulatory agencies and self-regulatory organizations institute investigations into industry or firm practices, that also may result in the imposition of financial or other sanctions. We invest significant resources to mitigate litigation and regulatory exposure by promoting sound operational procedures and obtaining comprehensive insurance coverage.

   The increase in compensation and benefits is attributable to new hires in our technology, compliance and marketing teams to support our service model.
 
   A decline in brokerage, clearing and exchange fees was primarily due to the May 2010 restructuring of our clearing agreement with Pershing as well as reduced costs in connection with transferring new brokerage accounts to this platform.
 
   The increase in other administrative expenses was the result of allowance for bad debts from loans to registered representatives and an increase in premiums for our insurance policies covering directors and officers.
 
    We had an income tax provision of $0.44 million for the three months ended June 30, 2011 as compared to $0.03 million income tax benefit for the prior period. The income tax rates for the 2011 and 2010 periods do not bear a customary relationship to effective tax rates primarily as a result of the increase in the permanent differences created by various accruals for each of the periods presented, particularly regulatory assessments, costs that were associated with our registration statement filing, and non-deductible executive compensation.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
OPERATING AND NET INCOME
 
   Results of operations were greatly impacted by litigation and regulatory actions that reflect a more demanding industry regulatory environment in the aftermath of recent significant market disruptions.  The Company reported a $0.82 million operating loss as compared to $0.04 million of operating loss for the prior period.  The Company’s net loss totaled $1.26 million, or $0.19 per basic and diluted net loss per share, compared to net income of $0.01 million, or $0.00 basic and diluted net income per share, for the prior period.
 
   While we have realized revenue growth of 2.4%,  the lingering effects of the recent recession and financial services industry issues, such as credit quality and illiquidity of alternative investment products, continue to slow the pace of our growth.  Additionally, significant regulatory assessments and non-recurring professional and legal expenses pertaining to the secondary public offering significantly contributed to the net loss for the current period.  The Company will continue to apply resources to sustain our recruiting and technology initiatives and to address growing compliance requirements, while further implementing cost controls to lessen exposure to operating losses.
 
LIQUIDITY AND CAPITAL RESOURCES
 
   Our primary source of liquidity remains cash flows from operations, primarily from our broker-dealer and investment advisory business. Decisions on the allocation of capital include projected profitability and available cash flows, risk management and regulatory capital requirements. A key to this approach is ensuring that industry-standard controls are effective to support our operations and those of our representatives while ensuring sufficient liquidity.

   As of June 30, 2011, cash and cash equivalents totaled $4.74 million as compared to $4.59 million as of March 31, 2011. Working capital as of June 30, 2011 was $4.29 million as compared to $5.61 million as of March 31, 2011. The ratio of current assets to current liabilities was 1.51 to 1 as of June 30, 2011, as compared to 1.70 to 1 as of March 31, 2011.
 
   Operations provided $0.69  million in cash for the current period, as compared to $0.30 million of operating cash provided in the prior period, principally due to the change in accruals for regulatory assessments and other legal and professional services pertaining to our registration and costs relating to preparation and filing of recent registration statement and related matters.
 
   Net cash flows used in investing activities in the current period represent purchases in equipment, collection of principal payments on a note receivable, capitalization of software for internal use, and contributions on an executive life insurance policy. Net cash flows used in the prior period were consistent with the current period’s investing activities.
 
   Cash flows for financing activities in the current period were similar to the prior period as we paid $0.53 million and $0.39 million in loan payments to finance E&O insurance premiums, respectively, for the periods ended June 30, 2011 and 2010.
 
REGULATORY NET CAPITAL

   Cash disbursements can have a material impact on our registered broker dealer’s regulatory net capital. ICC is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1) which requires our broker-dealer subsidiary to maintain minimum net capital.  As of March 31, 2011 and going forward, ICC computes net capital requirements under the alternative method, which requires firms to maintain minimum net capital, as defined, equal to the greater of $250,000 or 2% of aggregate debit balances. Repayment or prepayment of subordinated debt, if any, and withdrawal of equity from retiring partners or officers is subject to net capital not falling below 5% of aggregate debits or 120% of minimum net capital requirement.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 

  Prior to March 31, 2011, ICC was subject to minimum net capital of $100,000 and a ratio of aggregate indebtedness to net capital (a “net capital ratio”) not to exceed 15 to 1.  Under the rule, indebtedness generally included all money owed by ICC, and net capital included ICC cash and assets that are easily converted into cash.  SEC rules also prohibit "equity capital" (which, under the Net Capital Rule, includes subordinated loans) from being withdrawn, cash dividends from being paid and other specified actions of similar effect from being taken, if, among other specified contingencies, ICC’s net capital ratio would exceed 10 to 1 or if ICC would have less than 120% of its minimum required net capital.

   As of June 30, 2011, ICC had net capital of $1.85 million (i.e., an excess of $1.60 million) as compared to net capital of approximately $2.84 million (i.e., an excess of $2.59 million) as of March 31, 2011. The decrease in net capital primarily was due to legal and professional fees, settlement costs, in addition to regulatory fines that have impacted this year’s operating results and cash flow from operations.

COMMITMENTS AND CONTINGENCIES

   We are obligated under various lease agreements covering offices. These agreements are considered to be operating leases. The terms of the leases expire between fiscal years ending in 2012 and 2015. Options to renew for additional terms are included under the lease agreements.   Certain leases contain provisions for escalation of minimum lease payments contingent upon increases in real estate taxes.
 
   The total minimum rental due in future periods under these existing agreements is as follows as of June 30, 2011 for the years ending:
 
                 March 31,
     
2012
  $ 402,390    
2013
    304,962    
2014
    297,394    
2015
    285,721    
2016
    24,000    
                       2017
 and thereafter   24,000    
    $ 1,338,467    
 
 
   Total lease expense for office space approximated $0.09 and $0.08 million for the three months ended June 30, 2011 and 2010, respectively.
 
ITEM 4.  CONTROLS AND PROCEDURES
 
Report of Management on Internal Control Over Financial Reporting

   Disclosure controls are procedures designed to ensure that information required to be disclosed in the Company's reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, as the Company's are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
   As of June 30, 2011, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act.  Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period, and to ensure that information required to be disclosed in such reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions required regarding required disclosure.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
   There have been no changes in our internal controls over financial reporting that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

   The Company operates in a highly litigious and regulated business, and the Company often is made a defendant in arbitrations and other legal proceedings that are incidental to our securities business.  The Company typically vigorously contests the allegations of the complaints and believes that there are meritorious defenses in these matters.  From time to time the Company also is the subject of regulatory investigations and proceedings.  Counsel often is unable to confidently predict the likelihood of an outcome, whether favorable or unfavorable, in such matters because of routine and inherent uncertainties.  For the majority of pending claims, the Company's current errors and omissions (E&O) policy limits the Company’s maximum exposure in any one case to $100,000.   The Company also maintains a fidelity bond to protect itself from potential damages and/or legal costs related to fraudulent activities pursuant to which the Company’s exposure is usually limited to $350,000, subject to policy limitations and exclusions.

ITEMS 2 – 5.

  None.
 
 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011

 
ITEM 6.  EXHIBITS
 
Exhibit
   
Number
         Description Location
   
    
     
3.1
Certificate of Incorporation
(2)(Exh. 3.1)
     
3.2
By-Laws
(2)(Exh. 3.2)
     
4.1
Form of Stock Certificate
(2)(Exh. 4.1)
     
10.1
Employment Agreement with Theodore E. Charles (3)
(8)(Exh. 10.2)
     
10.2
Employment Agreement with Timothy B. Murphy (3)
(8)(Exh. 10.1)
     
10.3
The 1994 Stock Option Plan (3)
(4)(Exh. 10.3)
     
10.4
The 1996 Stock Incentive Plan (3)
(2)(Exh. 10.3)
     
10.5
The 2001 Equity Incentive Plan (3)
(5)(Exh. 4.4)
     
10.6
The 2005 Equity Incentive Plan (3)
(6)(Exh. 4.5)
     
10.7
Form of June 2006 Stock Grant Agreement (3)
(7)(Exh. 10.8)
     
10.8
Form of February 2009 Stock Grant Agreement (3)
(7)(Exh. 10.9)
     
10.9
Consulting Agreement with Theodore E. Charles (3)
(8)(Exh. 10.3)
     
10.10
Registration Agreement with Theodore E. Charles et. al
(9)(Exh. 10.1)
     
10.11
Agreement with Theodore E. Charles
(10)(Exh. 10.1)
     
31.1
Certification of Timothy B. Murphy pursuant to Rule 13a-14(a)
       (1)
     
31.2
Certification of Kathleen L. Donnelly pursuant to Rule 13a-14(a)
       (1)
     
32.1
Certification of Timothy B. Murphy pursuant to 18 U.S.C. Section 1350
       (1)
     
32.2
Certification of Kathleen L. Donnelly pursuant to 18 U.S.C. Section 1350
       (1)
 
 
   
 
 
(1)
Filed herewith.
 
(2)
Incorporated by reference to the indicated exhibit to the Registrant's Quarterly Report on Form 10-Q filed November 14, 2007.

(3) 
A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report.
 
(4)
Incorporated by reference to the indicated exhibit to the Registrant’s Annual Report on Form 10-K filed June 30, 2005.

(5)
Incorporated by reference to the indicated exhibit to the Registrant’s Registration Statement on Form S-8 (File No. 333-117807) filed July 30, 2004.

 
 

 
 
Investors Capital Holdings, Ltd. report on form 10-Q    Quarter Ended June 30, 2011
 
 
(6)
Incorporated by reference to the indicated exhibit to the Registrant’s Registration Statement on Form S-8 (File No. 333-134885) filed June 9, 2006.

(7)
Incorporated by reference to the indicated exhibit to the Registrant’s Annual Report on Form 10-K filed June 30, 2008.

(8) 
Incorporated by reference to the indicated exhibit to the Registrant’s Current Report on Form 8-K filed April 21, 2010.

(9)
Incorporation by reference to the indicated exhibit of the Registrant’s Current Report on Form 8-K filed March 7, 2011.
 
(10) Incorporated by reference to the indicated exhibit to the Registrant’s Current Report on Form 8-K filed July 5, 2011
 

   Any exhibit not included with this Form 10-Q when furnished to any shareholder of record will be furnished to such shareholder upon written request and payment of up to $0.25 per page plus postage. Such requests should be directed to Douglas Leonard, Corporate Secretary, Investors Capital Holdings, Ltd., 230 Broadway East, Lynnfield, MA 01940-2320.

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/ Kathleen L. Donnelly
   
  Chief Accounting Officer
  (Duly authorized officer)
   
  Date: August 12, 2011