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SFNS > SEC Filings for SFNS > Form 10-Q on 14-Nov-2012All Recent SEC Filings

Show all filings for SUMMIT FINANCIAL SERVICES GROUP INC

Form 10-Q for SUMMIT FINANCIAL SERVICES GROUP INC


14-Nov-2012

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company's financial condition and results of its operations for the three- and nine-month periods ended September 30, 2012 and 2011 should be read in conjunction with the Company's condensed consolidated financial statements included as Item 1 herein. When used in the following discussions, the words "believes," "anticipates," "intends," "expects," and similar expressions are intended to identify forward-looking statements. As further explained in the section entitled "Forward Looking Statements" on page 2 herein, such statements are subject to certain risks and uncertainties, which could cause results to differ materially from those projected.

Overview

The Company is a Florida-based financial services holding company that provides, through its Summit Brokerage Services, Inc. ("Summit Brokerage" or "SBS") operating subsidiary, a broad range of securities brokerage and investment services to primarily individual investors. Summit Brokerage also sells insurance products, predominantly fixed and variable annuities and life insurance, under licenses held by its SBS Insurance Agency of Florida, Inc. ("SBSIA") subsidiary (or by SBSIA's subsidiary entities). Summit Brokerage also provides, through its SEC registered investment advisor subsidiary, Summit Financial Group, Inc. ("SFG"), asset management and investment advisory services. SFSG was incorporated under the laws of the State of Florida in 2003.

Summit Brokerage is registered as a broker-dealer with the SEC, is a member of the Financial Industry Regulatory Authority ("FINRA") (f/k/a National Association of Securities Dealers, Inc. ("NASD")), the Municipal Securities Rule Making Board ("MSRB"), the National Futures Association ("NFA") and the Securities Investor Protection Corporation ("SIPC"), and is licensed to conduct its brokerage activities in all 50 states, plus the District of Columbia. SFG is registered or eligible to conduct business as an investment advisor in 37 states and the District of Columbia. SBSIA, directly or through its subsidiary entities, is licensed to sell insurance, or is not required to be so licensed, in all jurisdictions where the Company conducts its brokerage activities.

As of October 31, 2012, we had approximately 310 financial advisors operating from approximately 220 offices located throughout the United States. Our financial advisors service retail, and to a much lesser extent, institutional clients. The number of financial advisors in each affiliate office typically ranges from one to five, although the number of financial advisors in certain offices may exceed this amount. With the exception of our Boca Raton, Florida branch (the "Boca Branch"), all of our branch offices and satellite locations are owned and operated by independent owners, whom we refer to as affiliates, who maintain all appropriate licenses and are responsible for all of their respective office overhead and expenses. Our financial advisors offer a broad range of investment products and services. These products and services allow us to generate both commissions (from transactions in securities and other investment products) and fee income (for providing investment advisory services, namely managing a client's account). The investment products and services offered include mutual funds, annuities, insurance, individual stocks and bonds, and managed money accounts. Historically, many of our affiliates have also provided financial planning services to their clients, wherein the financial advisor evaluates a client's financial needs and objectives, develops a detailed plan, and then implements the plan with the client's approval. When the implementation of such objectives involves the purchase or sale of securities (including the placement of assets within a managed account) such transactions are effected through Summit Brokerage, for which we earn either a commission or a fee. The following table reflects the various sources of revenue and the percentage of total revenues for the three-month and nine-month periods ended September 30, 2012 and 2011:

                                         For The Three Months Ended September 30,                  For The Nine Months Ended September 30,
                                              2012                         2011                        2012                         2011
Insurance related products         $     6,430,371         35 %   $  6,137,744        35 %   $   18,300,217         34 %   $ 17,610,125        34 %
Investment advisory fees                 3,526,412         19        3,347,730        19         10,412,040         20        9,965,248        19
Mutual funds                             3,207,669         17        2,731,833        16          9,179,970         17        8,027,924        15
Equities                                 2,398,541         13        2,373,877        13          7,162,499         13        8,258,370        16
Other commission income                  1,797,927         10        1,603,902         9          5,500,497         10        4,675,732         9
Miscellaneous                            1,081,235          6        1,464,667         8          3,235,578          6        3,668,366         7

Total                              $    18,442,155        100 %   $ 17,659,753       100 %   $   53,790,801        100 %   $ 52,205,765       100 %

We do not hold any funds or securities of our customers, but instead utilize, on a fully disclosed basis, the services of First Clearing, LLC (an affiliate of Wells Fargo & Company) and Pershing, LLC (an affiliate of the Bank of New York Mellon) as our clearing brokers (the "Clearing Brokers"). Our clearing arrangements provide us with back office support, transaction processing services on all principal national and international securities exchanges, and access to many other financial services and products. These arrangements allow us to offer a range of products and services that are generally offered only by firms that are larger and have more capital than Summit Brokerage.

By their nature, our business activities are highly competitive and are subject to, among other things, general market conditions, including the volatility of the trading markets and the attractiveness of various forms of investment products. Consequently, our revenues and net income or loss are subject to substantial positive and negative fluctuations due to a variety of factors that cannot be predicted with great certainty and may result in revenues and net income or loss in any particular period that may not be representative of future results, and may vary significantly from period to period. Furthermore, our mix of business in any particular period will be impacted by several factors, including the attractiveness of any particular type of investment when compared with other types of investments, and the types of investments sold by newly added financial advisors to our Company, many of whom specialize in the sale of specific types of investment products.

In general, our financial results can be impacted by a number of factors, including general market conditions and volatility, as well as our ability to recruit and retain financial advisors. During the three- and nine-month periods ended September 30, 2012, our revenues were positively impacted by an increase in the average production per financial advisor when compared with the comparable 2011 periods.

Although we expect our results, in general, to be impacted by macroscopic forces such as the state of the economy, as well as overall market conditions and investor confidence (including as a result of concerns about the federal budget deficit and "fiscal cliff"), we may experience fluctuations in our revenue that do not follow such trends, or mirror trends experienced by the financial services industry as a whole. This is because, given our size, we may add, or lose, financial advisors who generate a significant amount of commissions from the sale of a particular type of investment product. As we grow larger, we anticipate that the ability of any branch office to impact our overall revenue, or mix of revenue, will be diminished. However, due to our size, it is possible that the addition or loss of financial advisors (and their customers) who focus on certain products over other products will be a factor in causing fluctuations in our revenue and/or revenue mix from period to period which may not be representative of results in other periods or reflective of general market conditions or economic trends.

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Broker-dealers, and their affiliated registered representatives, operate in a highly regulated industry. For 2012 and beyond, we expect our operating results to be impacted by the continued increase in the rules and regulations that govern how we and our advisors are required to conduct business. Many of these new rules, which were designed in response to the factors leading up to the market turmoil of 2008, as well as the Madoff scandal and other instances of corporate fraud, will require Summit Brokerage to devote considerable resources to their implementation, and subsequent monitoring. Significant new rules and regulations are likely to arise as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), which was enacted in July 2010. Provisions of the Dodd-Frank Act that may impact our business include, but are not limited to: the potential implementation of a more stringent fiduciary standard for broker-dealers and enhanced regulatory oversight of incentive compensation. Compliance with these provisions, as well as other regulatory initiatives, has resulted in, and is likely to continue to result in, increased costs. Moreover, to the extent the Dodd-Frank Act impacts the operations, financial condition, liquidity and capital requirements of financial institutions with which we do business, those institutions may seek to pass on increased costs, reduce their capacity to transact, or otherwise modify the way they interact with us. The ultimate impact that the Dodd-Frank Act will have on us, the financial industry and the economy cannot be known until all such applicable regulations called for under the Dodd-Frank Act have been finalized and implemented. In addition, several of these rules, as well as other regulatory initiatives, may ultimately have the effect of reducing certain types of compensation received by Summit Brokerage, such as the SEC's consideration of a rule that would limit the amount of 12b-1 fees that could be paid to a broker-dealer. A proposal to treat financial advisors licensed with independent broker-dealers as employees, rather than as independent contractors, could also adversely affect our business.

In addition to increased compliance costs, our earnings may also be negatively impacted by several other factors beyond our control, including overall adverse market performance resulting from declines in investor confidence, including, but not limited to, as a result of the economic recession, the "fiscal cliff" the sustainability and magnitude of the economic recovery, high unemployment and/or global events, including economic instability among members of the European Union (including Greece and Spain), continued unrest in the Middle East, and the increase in oil prices. Other factors that may negatively impact our operating results include, but are not limited to, problems that may result from our significant reliance on technology, especially related to the execution of orders on behalf of our customers, as well as the significant reliance on technology of our clearing firms and any other third parties with whom either they or Summit do business; low interest rates, which reduces the amount of compensation that Summit receives; and any uninsured losses resulting from our advisors engaging in inappropriate activities that may adversely affect their clients.

Factors that might also impact our operating results include the success or failure of our management's efforts to implement our business strategy, including the net addition of financial advisors; the level of acquisition opportunities available to us and our ability to price and negotiate such transactions on a favorable basis; declining and/or volatile interest rates; the level of consumer confidence; our ability to properly manage growth and successfully integrate acquired companies and operations; our ability to compete with major established companies; our ability to attract and retain qualified personnel in a highly competitive environment; and the increased costs associated with monitoring the activities of our advisors, including related to the use of social media as well as the protection of customer privacy.

We continue to focus our business plan on increasing our network of affiliated financial advisors, primarily through recruiting efforts. Although we will continue to attempt to recruit those financial advisors who serve as financial planners (who sell primarily annuities, insurance, mutual funds and fee-based products), we also intend to pursue the addition of financial advisors who focus on the sale of different types of securities, namely equities, fixed income and investment advisory products. There can be no assurance that we will be successful in our recruiting efforts. By focusing our business plan on increasing our network of affiliated financial advisors, we believe we can expand our base of revenue and our network for the retail brokerage of securities without the capital expenditures that would be required to open Company-owned offices and the additional administrative and other costs of hiring financial advisors as in-house employees. As was the case with the Boca Branch, however, we may evaluate potential acquisitions, including those that would result in acquired financial advisors becoming employees of Summit Brokerage. Historically, Summit Brokerage has recruited offices comprised of between one and three financial advisors. Prospectively, we expect to continue to recruit smaller offices, although we will also target larger offices comprised of many financial advisors. Because of the size of these larger offices, we may be required to pay a greater percentage of the office's commissions than we would pay to a smaller office. As a result, if we are successful, of which no assurance can be given, we may experience a potential decline in our gross margin percentage.

We may also pursue mergers with, or the acquisition of the assets of, other brokerage firms. Our ability to realize growth through acquisitions, however, will depend on the availability of suitable broker-dealer candidates and our ability to successfully negotiate favorable terms (from both sellers as well as financing sources, if necessary), and there can be no assurance that we will be able to consummate any such acquisitions. Further, there are costs associated with the integration of new businesses and personnel, which may be more than we anticipate at that time. Thus, there is no assurance that we will be able to successfully execute such growth strategy.

As we continue to grow, we may also incur increases in expenses related to, among other things, marketing and recruiting, personnel, office space, and the amortization of forgivable loans provided to newly-recruited financial advisors. There can be no assurance that any increased revenue from growth will be sufficient to offset any increased expenses. In addition, the Company may elect to expand the types of trading activities in which it serves as a principal, which transactions are inherently more risky than transactions in which the Company serves as an agent. Furthermore, the Company has determined that its long term growth strategy can best be maximized through the reinvestment of its earnings into the development of its infrastructure and its recruiting and business development efforts, including through the payment of upfront amounts to financial advisors. As a result, the Company's future earnings may be significantly less than in prior years should our revenue growth be less than anticipated.

For our current level of operating activities, we believe that our operations and current capital resources will be sufficient to fund our working capital needs through 2012. In addition, we anticipate that our strategy of growth through acquisitions may necessitate additional debt and/or equity financing, although there can be no assurances that this will happen. Our failure to obtain sufficient financing for either of these purposes could have a material adverse effect on our ability to execute our growth strategy to the extent desired.

Results of Operations

The following discussion relates to the results of operations for the three months ended September 30, 2012 (the "2012 Quarter") and the comparable period in the prior year (the "2011 Quarter"), as well as the results of operations for the nine months ended September 30, 2012 (the "2012 Period") and the comparable period in the prior year (the "2011 Period"). All amounts are approximate unless otherwise indicated.

Comparison of Three Months Ended September 30, 2012 and September 30, 2011

Revenue:

Commission revenue of $17.36 million for the 2012 Quarter represents an increase of $1.16 million, or 7%, over the $16.20 million of commission revenue reported for the 2011 Quarter. For the 2012 Quarter, our revenues were positively impacted by an increase in the average production per financial advisor affiliated with the Company during the 2012 Quarter compared with the 2011 Quarter.

In any period, our mix of business will be impacted by several factors, including, among other things, investor confidence, as reflected by the movements of the equities markets, and the attractiveness of non-equity-related investment products, such as fixed income securities. Additionally, during any period, we may add, or lose, a significant number of financial advisors who focus only on the sale of a particular type or types of investment product(s) (e.g., insurance, equities, fixed income, etc.).

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Interest and dividends decreased by $43,000, or 16%, from $276,000 in the 2011 Quarter to $232,000 in the 2012 Quarter. Interest and dividend income is comprised primarily of that portion of the interest income earned from, and the interest expense charged to, clients of Summit Brokerage that are received from our Clearing Brokers. This decline is due to an overall reduction in the interest income earned by our Clearing Brokers resulting from the overall decline in interest rates. As a result, the amounts received by Summit Brokerage have declined over amounts received in prior periods. The effect of any such reductions by our Clearing Brokers will vary depending upon the aggregate amount of the client balances upon which such amounts are based. Any further significant reduction in our interest and dividend income could materially adversely affect our operating results.

Other revenue decreased by $341,000, or 29%, from $1,189,000 in the 2011 Quarter to approximately $849,000 in the 2012 Quarter. This decrease is due primarily to the inclusion in the 2011 Quarter, but not in the 2012 Quarter, of amounts received by the Company related to its national convention, which occured in October 2012.

Expenses:

Commissions and related costs increased to $14.85 million in the 2012 Quarter, which represents an increase of $1.03 million, or 7%, from the $13.82 million reported for the 2011 Quarter. In general, commissions and related costs are directly related to commission revenue, and will typically increase or decrease proportionately as commission revenue rises or falls. Commissions and related costs, as a percentage of commission revenue, increased in the 2012 Quarter to 85.5% from 85.3% in the 2011 Quarter. Commissions and related costs as a percentage of commission revenues can also be impacted by several other factors. For example, commissions and related costs as a percentage of commission revenue may increase as a result of certain newly recruited advisors electing to take a greater payout for a limited period of time in lieu of upfront, forgivable loans. Conversely, commissions and related costs as a percentage of commission revenues would decline upon the expiration of such limited periods. The Company also includes within commissions and related costs the amortization related to the issuance of forgivable notes receivable, which amounts decreased by $10,000 during the 2012 Quarter when compared to the 2011 Quarter. Prospectively, we would expect our commission expense, as a whole, to increase as we recruit more independent financial advisors. Because our independent financial advisors are responsible for the payment of all costs associated with operating their offices, we must pay them a higher percentage of the commissions they generate (typically 80% to 90%), than we pay to those financial advisors working from the Boca Branch, where we pay the costs associated with operating the Boca Branch.

Employee compensation and benefits increased to $1.63 million in the 2012 Quarter, which represents an increase of approximately $140,000, or 9%, from the $1.49 million reported for the 2011 Quarter. This increase was due primarily to an increase in wages and employee benefits costs. Additionally, we include within employee compensation and benefits the net expenses related to the issuance of common stock and common stock equivalents to our employees. For the 2012 and 2011 Quarters, a total of $110,000 and $99,000, respectively, was expensed (net of recaptured amortization), all of which related to the amortization of unearned stock compensation for employees.

Occupancy and equipment costs increased by 5%, or $9,000, to $198,000 in the 2012 Quarter from $189,000 in the 2011 Quarter. This increase was due primarily to increased costs associated with our document imaging system, as well as certain equipment leases.

Communications expense decreased by $6,000, or 5%, to $111,000 in the 2012 Quarter from $117,000 in the 2011 Quarter, due primarily to decreased telecommunications and website development and maintenance costs.

Depreciation and amortization expense increased by $4,000, or 9%, to $52,000 for the 2012 Quarter. This increase is due primarily to the addition of leasehold improvements in connection with the Company's relocation, and enhancements to our technology infrastructure.

Other operating expenses include the general and administrative costs incurred by the Company, to the extent such costs are not included elsewhere. Other operating expenses decreased by $298,000, or 24%, to $946,000 during the 2012 Quarter from $1,244,000 for the 2011 Quarter. This decrease in costs was due to the inclusion in the 2011 Quarter, but not in the 2012 Quarter, of the expenses associated with the Company's national convention, which occured in October 2012. During the 2012 Quarter, decreases in legal, accounting and litigation costs of $42,000 and travel and related costs of $61,000 were partially offset by increases in insurance costs of $23,000, advertising and promotion costs of $51,000, and employee recruiting costs of $17,000. Additionally, we include within other operating expenses those net expenses related to the issuance of common stock and CSEs, such as options, to non-employees. For the 2012 and 2011 Quarters, a total of $31,000 and $41,000, respectively, was expensed (net of recaptured amortization) for such issuances, all of which related to the amortization of unearned stock compensation.

Provision for income taxes was $329,000 and $449,000 for the 2012 and 2011 Quarters, respectively, representing effective tax rates of 50% and 60%, respectively. Our provision for income taxes in any period will be affected by, among other things, permanent, as well as temporary differences in the deductibility of certain items, including stock-based compensation and the amortization of intangible assets.

Net Income:

For the 2012 Quarter, we generated net income of $326,000, or $0.01 per basic and diluted share, as compared to net income for the 2011 Quarter of $300,000, or $0.01 per basic and diluted share.

Comparison of Nine Months Ended September 30, 2012 and September 30, 2011

Revenue:

Commission revenue of $50.56 million for the 2012 Period represents an increase of $2.02 million, or 4%, over the $48.54 million of commission revenue recorded for the 2011 Period. For the 2012 Period, our revenues were positively impacted by an increase in the average production per financial advisor affiliated with the Company during the 2012 Period compared with the 2011 Period.

In any period, our mix of business will be impacted by several factors, including, among other things, investor confidence, as reflected by the movements of the equities markets, and the attractiveness of non-equity-related investment products, such as fixed income securities. Additionally, during any period, we may add, or lose, a significant number of financial advisors who focus only on the sale of a particular type or types of investment product(s) (e.g., insurance, equities, fixed income, etc.).

Interest and dividends decreased by $102,000 or 12% from $840,000 in the 2011 Period to $738,000 in the 2012 Period. Interest and dividend income is comprised primarily of that portion of the interest income earned from, and the interest expense charged to, clients of Summit Brokerage that are received from our Clearing Brokers. This decline is due to an overall reduction in the interest income earned by our Clearing Brokers resulting from the overall decline in interest rates. As a result, the amounts received by Summit Brokerage have declined over amounts received in prior periods. The effect of any such reductions by our Clearing Brokers will vary depending upon the aggregate amount of the client balances upon which such amounts are based. Any further significant reduction in our interest and dividend income could materially adversely affect our operating results.

Other revenues decreased by 12%, or $330,000, to $2.50 million in the 2012 Period from $2.83 million in the 2011 Period. This decrease is due primarily to the inclusion in the 2011 Period, but not in the 2012 Period, of amounts received by the Company related to its national convention which occured in October 2012.

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Expenses:

Commissions and related costs increased to approximately $43.05 million in the 2012 Period, which represents an increase of $1.70 million, or 4%, from the approximately $41.35 million reported for the 2011 Period. In general, commissions and related costs are directly related to commission revenue, and will typically increase or decrease proportionately as commission revenue rises or falls. Commissions and related costs, as a percentage of commission revenue, were 85.2% for the 2012 Period, and for the 2011 Period. Commissions and related costs as a percentage of commission revenues can also be impacted by several other factors. For example, commissions and related costs as a percentage of commission revenue may increase as a result of certain newly recruited advisors electing to take a greater payout for a limited period of time in lieu of upfront, forgivable loans. Conversely, commissions and related costs as a percentage of commission revenues would decline upon the expiration of such limited periods. The Company also includes within commissions and related costs the amortization related to the issuance of forgivable notes receivable, which amounts decreased by $69,000 during the 2012 Period when compared to the 2011 Period. Prospectively, we would expect our commission expense, as a whole, to increase as we recruit more independent financial advisors. Because our independent financial advisors are responsible for the payment of all costs . . .

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