10-Q 1 cpfh_10q.htm QUARTERLY REPORT cpfh_10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number:  0-25958

CAPITAL FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

North Dakota
 
45-0404061
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

1 Main Street North
Minot, North Dakota  58703
(Address of principal executive offices) (Zip code)

(701) 837-9600
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes
þ
No
o

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
þ
No
o

Indicate by check mark whether the registrant is a large 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
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes
o
No
þ

As of June 30, 2012, there were 14,455,943 common shares of the issuer outstanding.
 


 
 

 
 
FORM 10-Q

CAPITAL FINANCIAL HOLDINGS, INC.

INDEX

PART I
FINANCIAL INFORMATION
 
Page #
 
         
         
Item 1.
Financial Statements
  3  
         
 
Unaudited Condensed Consolidated Balance Sheets - June 30, 2012 and December 31, 2011
  3  
           
 
Unaudited Condensed Consolidated Statements of Operations - Three Months Ended June 30, 2012 and 2011
    5  
           
 
Unaudited Condensed Consolidated Statements of Operations - Six Months Ended June 30, 2012 and 2011
    6  
           
 
Unaudited Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2012 and 2011
    7  
           
 
Notes to Unaudited Condensed Consolidated Financial Statements
    8  
           
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
    15  
           
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
    19  
           
Item 4.
Controls and Procedures
    19  
           
PART II
OTHER INFORMATION
       
           
Item 1.
Legal Proceedings
    20  
           
Item 1A.
Risk Factors
    20  
           
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    20  
           
Item 3.
Defaults Upon Senior Securities
    21  
           
Item 4.
Removed and Reserved
    21  
           
Item 5.
Other Information
    21  
           
Item 6.
Exhibits
    21  
           
 
SIGNATURES
    22  
 
 
2

 

PART I - FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS

CAPITAL FINANCIAL HOLDINGS, INC., AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS
 
    (Unaudited)  
    June 30,     December 31,  
    2012     2011  
             
CURRENT ASSETS
           
Cash and cash equivalents
  $ 1,012,368     $ 929,030  
Accounts receivable (net of an allowance of $24,000 for 2012 and 2011)
    1,292,034       1,294,930  
Income taxes receivable
    56,500       58,354  
Deferred tax asset – current
    96,577       81,287  
Prepaids
    15,854       44,063  
                 
Total current assets
  $ 2,473,333     $ 2,407,664  
                 
PROPERTY AND EQUIPMENT
  $       $    
Property and equipment
    313,015       1,740,606  
Less accumulated depreciation
    (265,736 )     (674,590 )
Net property and equipment
  $ 47,279     $ 1,066,016  
                 
OTHER ASSETS
               
Goodwill
  $ 2,132,026     $ 2,472,419  
Severance escrow
    254,069       229,568  
Deferred tax asset
    548,454       521,897  
Other assets (net of accumulated amortization of $214,444 for 2012 and 2011)
    225,890       225,503  
                 
Total other assets
  $ 3,160,439     $ 3,449,387  
                 
TOTAL ASSETS
  $ 5,681,051     $ 6,923,067  

SEE NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
3

 

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
    (Unaudited)  
    June 30,     December 31,  
    2012     2011  
             
CURRENT LIABILITIES
           
Accounts payable
  $ 101,840     $ 85,094  
Commissions payable
    1,264,887       1,184,745  
Other current liabilities
    223,281       144,882  
Current portion of long-term liabilities
    120,659       242,475  
                 
Total current liabilities
  $ 1,710,667     $ 1,657,196  
                 
LONG-TERM LIABILITIES
               
Promissory note
    131,106       1,057,525  
Other long-term liabilities
    -       61,590  
                 
Total long-term liabilities
  $ 131,106     $ 1,119,115  
                 
TOTAL LIABILITIES
  $ 1,841,773     $ 2,776,311  
                 
STOCKHOLDERS' EQUITY
               
                 
Series A preferred stock – 5,000,000 shares authorized, $.0001 par value;                
3,050,000 and 3,050,000 shares issued and outstanding, respectively   $ 305     $ 305  
Additional paid in capital – series A preferred stock     1,524,695       1,524,695  
Common stock – 1,000,000,000 shares authorized, $.0001 par value;                
14,455,943 and 14,455,943 shares issued and outstanding, respectively     1,446       1,446  
Additional paid in capital – common stock
    10,446,301       10,446,301  
Accumulated deficit
    (6,833,469 )     (6,525,991 )
Less Treasury stock, 3,050,000 preferred shares at $0.4262
    (1,300,000 )     (1,300,000 )
TOTAL STOCKHOLDERS’ EQUITY
  $ 3,839,278     $ 4,146,756  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 5,681,051     $ 6,923,067  

SEE NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
4

 

CAPITAL FINANCIAL HOLDINGS, INC., AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
    (Unaudited)  
   
Three Months Ended
June 30,
 
    2012     2011  
OPERATING REVENUES
           
Fee income
  $ 234,730     $ 252,179  
Commissions
    4,580,968       4,320,866  
Interest and other income
    51,277       125,632  
                 
Total revenue
  $ 4,866,975     $ 4,698,677  
                 
OPERATING EXPENSES
               
Compensation and benefits
  $ 312,404     $ 324,212  
Commission expense
    4,129,532       3,991,226  
General and administrative expenses
    281,543       345,753  
Depreciation and amortization
    7,039       17,242  
                 
Total operating expenses
  $ 4,730,518     $ 4,678,433  
                 
OPERATING INCOME (LOSS)
  $ 136,457     $ 20,244  
                 
OTHER INCOME (EXPENSES)
               
Interest expense
  $ (4,160 )   $ (16,156 )
Gain on payoff of convertible promissory note
    -       235,000  
INCOME  OF CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE
    132,297       239,088  
INCOME TAX BENEFIT (EXPENSE)
  $ (41,980 )   $ (30,934 )
NET INCOME BEFORE DISCONTINUED OPERATIONS
    90,317       208,154  
DISCONTINUED OPERATIONS
  $ -     $    
Loss on sale of mutual fund segment
            (38,081 )
NET INCOME (LOSS)
  $ 90,317     $ 170,073  
                 
NET LOSS OF CONTINUING OPERATIONS PER COMMON SHARE:
               
Basic
  $ .00     $ .01  
Diluted
  $ .00     $ .01  
                 
SHARES USED IN COMPUTING NET INCOME OF CONTINUING OPERATIONS PER COMMON SHARE:
               
    Basic
    14,638,937       14,638,937  
    Diluted
    14,638,937       17,688,937  
                 
NET INCOME PER COMMON SHARE:
               
    Basic
  $ .00     $ .01  
    Diluted
  $ .00     $ .01  
                 
SHARES USED IN COMPUTING NET PER COMMON SHARE:
               
Basic
    14,638,937       14,638,937  
Diluted
    14,638,937       17,688,937  
 
SEE NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
5

 

CAPITAL FINANCIAL HOLDINGS, INC., AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
    (Unaudited)  
   
Six Months Ended
June 30,
 
    2012     2011  
OPERATING REVENUES
           
Fee income
  $ 494,036     $ 509,913  
Commissions
    8,445,856       9,096,445  
Interest and other income
    87,861       262,409  
                 
Total revenue
  $ 9,027,753     $ 9,868,767  
                 
OPERATING EXPENSES
               
Compensation and benefits
  $ 575,665     $ 559,087  
Commission expense
    7,699,448       8,454,727  
General and administrative expenses
    731,513       688,617  
Depreciation and amortization
    21,931       34,519  
Goodwill impairment
    314,531       -  
Total operating expenses
  $ 9,343,089     $ 9,736,950  
                 
OPERATING INCOME (LOSS)
  $ (315,335 )   $ 131,817  
                 
OTHER INCOME (EXPENSES)
               
Interest expense
  $ (25,928 )   $ (36,007 )
Gain on payoff of convertible promissory note
    -       235,000  
                 
INCOME  (LOSS)  FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE
  $ (341,263 )   $ 330,810  
                 
INCOME TAX BENEFIT (EXPENSE)
    33,786       (48,387 )
                 
NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS
  $ (307,477 )   $ 282,423  
                 
DISCONTINUED OPERATIONS                
                 
   Loss on sale of mutual fund segment
    -       (38,081 )
                 
NET INCOME (LOSS)
  $ (307,477 )   $ 244,342  
                 
NET LOSS  OF CONTINUING OPERATIONS PER COMMON SHARE:
               
Basic
  $ (.02 )   $ .02  
Diluted
  $ (.02 )   $ .02  
                 
SHARES USED IN COMPUTING NET INCOME OF CONTINUING OPERATIONS PER COMMON SHARE:                
Basic     14,638,937       14,638,937  
Diluted     14,638,937       14,638,937  
                 
NET INCOME PER COMMON SHARE:                
Basic   $ (.02 )   $ .01  
Diluted   $ (.02 )   $ .01  
                 
SHARES USED IN COMPUTING NET PER COMMON SHARE:                
Basic     14,638,937       14,638,937  
Diluted     14,638,937       14,638,937  
 
SEE NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENT
 
6

 

CAPITAL FINANCIAL HOLDINGS, INC., AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
    (Unaudited)  
   
Six Months Ended
 June 30,
 
    2012     2011  
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income (loss)
  $ (307,477 )   $ 244,342  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
Depreciation and amortization
    21,931       34,519  
Goodwill Impairment
    314,531       -  
Loss on disposal of discontinued operations
    -       38,081  
Loss on sale of building
    69,469       -  
Deferred tax (benefit)/expense
    (26,557 )        
(Increase) decrease in:
               
Accounts receivable
    2,896       (48,230 )
Deferred tax-current
    (15,290 )     3,950  
Income taxes receivable
    1,854       23,702  
Prepaids & Other
    53,683       19,771  
                 
Increase (decrease) in:
               
Accounts payable
    16,746       (83,393 )
Commissions payable
    80,142       (70,608 )
Other liabilities
    78,399       233,633  
Net cash (used in) provided by operating activities
  $ 290,327     $ 400,545  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchase of property and equipment
  $ (3,908   $ (5,666 )
Proceeds from sale of building
    931,245       -  
Net cash provided by investing activities
  $ 927,337     $ (5,666 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Repayment of long-term liability
    (61,590 )     (41,760 )
Reduction of notes payable
    -       (15,838 )
Prepayment of convertible promissory note
    -       (950,000 )
Issuance of promissory note
    -       75,000  
Repayment of promissory note
    (1,048,235 )     -  
Preferred dividends paid
    -       (45,750 )
Net cash used in financing activities
  $ (1,109,825 )   $ (978,348 )
                 
NET INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS
  $ 107,839     $ (583,469 )
                 
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
  $ 1,158,598       2,186,201  
                 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 1,266,437     $ 1,602,732  
                 
RECONCILIATION OF CASH AND CASH                
EQUIVALENTS                
Cash
  $ 1,012,368     $ 1,351,425  
    Severance escrow
    254,069       251,307  
Net Cash
  $ 1,266,437     $ 1,602,732  
                 
SUPPLEMENTAL SCHEDULE OF NONCASH
               
                 
INVESTING AND FINANCING ACTIVITIES:
               
                 
Preferred stock dividends declared
    -       22,875  

SEE NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
7

 

CAPITAL FINANCIAL HOLDINGS, INC., AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2012 and 2011

NOTE 1 - BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of Capital Financial Holdings, Inc., a North Dakota corporation, and its subsidiary (collectively, the "Company"), included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the footnotes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2011, of Capital Financial Holdings, Inc., as filed with the SEC.  The condensed consolidated balance sheet at December 31, 2011, contained herein, was derived from audited financial statements, but does not include all disclosures included in the Form 10-K and applicable under accounting principles generally accepted in the United States of America.  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America, but not required for interim reporting purposes, have been condensed or omitted.

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal, recurring nature) necessary for a fair presentation of the financial statements.  The results of operations for the three months ended June 30, 2012, are not necessarily indicative of operating results for the entire year.

NOTE 2 - RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

A summary of our significant accounting policies is included in Note 1 on pages 11 of our 2011 Form 10-K.

The Company adopted Financial Accounting Standard Board Accounting Standards Codification “ASC” 220-10, Comprehensive Income.  ASC 220-10 establishes standards for the reporting and presentation of comprehensive income in the financial statements and requires the reporting of comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements.  ASC 220-10 eliminates the option of reporting components of other comprehensive income as part of the statement of changes in stockholder’s equity.  Since the Company has no items of other comprehensive income at this time or in prior periods presented within these condensed consolidated financial statements, the Company is not required to report other comprehensive income or comprehensive income.  Therefore the adoption of ASC 220 did not have an effect on the Company’s condensed consolidated financial statements.

The Company adopted ASC 820-10, Fair Value Measurements and Disclosures, for nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis.  The adoption of ASC 820-10 did not have a material impact on the Company’s condensed consolidated financial statements.

NOTE 3 - RECLASSIFICATION

Certain amounts in the 2011 condensed consolidated financial statements have been reclassified to conform to the 2012 presentation.  These reclassifications had no effect on the Company’s net income (loss).
 
 
8

 

NOTE 4 - INCOME TAXES

The Company has completed various acquisitions in prior years, which have been classified as goodwill at the time of acquisition.  The Company amortizes certain goodwill for tax purposes. The Company tests goodwill for impairment annually for book purposes, during the second quarter of each fiscal year.  The annual test is done at the reporting unit level using a fair value approach, in accordance with the FASB accounting and reporting standards.  Deferred tax assets or deferred tax liabilities may result from these timing differences.

The Company has adopted accounting and reporting standards for share-based payment (See Note 7 – Stock Warrants, Stock Splits, and Stock Options.)  As a result, the Company expenses stock-based employee compensation for book purposes on the grant date, but does not expense them for tax purposes until such options are exercised.  Deferred tax assets are a result of these timing differences.
 
NOTE 5 - BUSINESS ACQUISITIONS

On March 7, 2007, the Company acquired certain assets of United Heritage Financial Services, Inc. (UHFS), a wholly owned subsidiary of United Heritage Financial Group, Inc., of Meridian, Idaho.  UHFS had approximately 120 independent registered representatives who became part of Capital Financial Services, Inc. (CFS), the retail brokerage division of the Company.  Pursuant to the agreement, in exchange for receipt of the assets of UHFS set forth above, the Company agreed to issue 500,000 restricted CFH shares and pay a deferred cash earn out payment totaling a maximum of $900,000, to be paid in 21 quarterly installments.  As of June 30, 2012, the Company had made twenty-one quarterly installment payments. There is no longer a liability relating to this acquisition as of June 30, 2012. Due to the goodwill impairment charge that was recorded on December 31, 2010 and March 31, 2012 (See Note 6-Goodwill), as of June 30, 2012 the total goodwill recorded relating to this acquisition was $476,631.

NOTE 6 - GOODWILL

The changes in the carrying amount of goodwill for the six months ended June 30, 2012, are as follows:

Balance as of January 1, 2011
  $ 2,472,419  
Impairment loss on goodwill
    (314,531 )
Goodwill acquisition price adjustment during the period (See Note 5)
    (25,862 )
Balance as of June 30, 2012
  $ 2,132,026  

The Company’s goodwill represents the excess of purchase prices over the fair value of the identifiable net assets of previously acquired broker/dealer businesses.  The goodwill is not amortized; instead it is tested for impairment annually or more frequently if the fair value of a reporting unit is below its carrying value. Absent any impairment indicators, the Company performs its annual goodwill impairment testing as of June 30 of each year.

 
9

 
 
The Company’s policy is to test goodwill for impairment using a fair value approach at the reporting unit level.  The Company performs its goodwill impairment test in two steps.  Step one compares the fair value of the reporting unit to its carrying value, including goodwill.  If the fair value of the unit determined in step one is lower than its carrying value, the Company proceeds to step two, which then compares the carrying value of goodwill to its implied fair value.  Any excess of carrying value of goodwill over its implied fair value at a reporting unit is recorded as impairment.

The valuation methodology the Company utilizes in testing the Company’s goodwill for impairment is based on the income approach.  The income approach is based on a discounted cash flow methodology in which expected future net cash flows are discounted to present value, using a discounted rate that compensates for the risk in attaining the projected cash flows.  This approach is dependent upon a number of significant management estimates about future performance including but not limited to, market performance, income taxes, capital spending and working capital changes.

The Company tests goodwill for impairment annually during the second quarter of each fiscal year.  If an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value, goodwill will be evaluated for impairment between annual tests. The Company completed a two-step test which showed that the Company’s reporting unit’s fair market value was more then its carrying value, therefore, there was no impairment recorded during the second quarter.
 
Based on the analysis performed, the Company’s reporting unit’s fair market value of $3.07 million is less than its carrying value of $3.39 million. Therefore, impairment of $314,531 was indicated, and the Company proceeded to the second step of the testing process and determined that the Company would record goodwill impairment of $314,531 during the 1Q of 2012 to reduce the carrying value of goodwill to its implied fair value. Losses of $314,531 represent an impairment charge related to the goodwill attributable to the Broker-Dealer segment.

NOTE 7 - STOCK WARRANTS, STOCK SPLITS, AND STOCK OPTIONS

The Company measures and records compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values.  There were no compensation costs or deferred tax benefits recognized for stock-based compensation awards for the six months ended June30, 2012 and 2011.
 
Option activity for the twelve months ended December 31, 2011 and the six months ended June 30, 2012 was as follows:
 
   
Number of
 Options
   
Weighted Average Exercise Price per Share
   
Weighted Average Grant Date Fair Value
   
Aggregate
Intrinsic Value
 
Outstanding on January 1, 2011
    5,888,113     $ .54     $ .28     $ -  
Granted
    -       -       -          
Exercised
    -       -       -          
Canceled
    -       -       -          
Outstanding on December 31, 2011
    5,888,113     $ .54     $ .28     $ -  
Granted
    -       -       -          
Exercised
    -       -       -          
Canceled
    500,000       -       -          
Outstanding on June 30, 2012
    5,388,113     $ .54     $ .28     $ -  

Exercisable options totaled 5,888,113 at December 31, 2011 and totaled 5,388,113 at June 30, 2012.
 
 
10

 

NOTE 8 - PROMISSORY NOTE

On October 21, 2011, the Company issued a promissory note to PawnMart, Inc. in exchange for the repurchase of the 3,050,000 shares of preferred stock. The note carries an interest rate of 7%. As of December 31, 2011 the Company made one quarterly payment of $66,801. On March 30, 2012 the Company made a payment of $925,922. In April of 2012, the Company made a $100,000 payment. The Company will make quarterly payments of $34,000 with the last payment being $34,965. The note will mature April 1, 2014.

NOTE 9 - EARNINGS PER SHARE

Basic earnings per share are computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding during the period.  Diluted earnings per share reflect per share amounts that would have resulted if dilutive potential common shares had been converted to common shares.  The following reconciles amounts reported in the financial statements:
 
    Three Months Ended June 30, 2012     Three Months Ended June 30, 2011  
                                     
   
Numerator
   
Denominator
   
Per Share Amount
   
Numerator
   
Denominator
   
Per Share Amount
 
Net (Loss) Income
  $ 90,316                 $ 170,073              
Less: Preferred Stock Dividends
    -                   (22,875 )            
Income Available to Common Shareholders – Basic Earnings per Share
  $ 90,316       14,638,937     $ .00     $ 147,198       14,638,937     $ .01  
Effect of Dilutive Securities:
                                               
Preferred Stock Dividends
    -       -               22,875       3,050,000          
Stock Options and Warrants
    -       -               -       -          
Income Available to Common Shareholders – Diluted Earnings per Share
  $ 90,316       14,638,937     $ .00     $ 170,073       14,638,937     $ .01  
 
 
11

 
 
    Six Months Ended June 30, 2012     Six Months Ended June 30, 2011  
                                     
   
Numerator
   
Denominator
   
Per Share Amount
   
Numerator
   
Denominator
   
Per Share Amount
 
Net (Loss) Income
  $ (307,477 )               $ 244,342              
Less:  Preferred Stock Dividends
    -                   (45,750 )            
Income Available to Common Shareholders – Basic Earnings per Share
  $ (307,477 )     14,638,937     $ (.02 )   $ 198,592       14,638,937     $ .01  
Effect of Dilutive Securities:
                                               
Preferred Stock Dividends
    -       -               -       -          
Stock Options and Warrants
    -       -               -       -          
Income Available to Common Shareholders – Diluted Earnings per Share
  $ (307,477 )     14,638,937     $ (.02 )   $ 198,592       14,638,937     $ .01  

The variance between the 14,638,937 shares reported and the 14,455,943 actual shares outstanding is due to the Employee Stock Option Plan that closed at the end of 2009.
 
Options and warrants to purchase 8,486,113 common shares at exercise prices between $0.35 and $1.43 were outstanding at June 30, 2012, but were not included in the computation of diluted earnings per share for the quarter ending June 30, 2012, because their effect was anti-dilutive.
 
The Company had outstanding, at June 30, 2012, 3,050,000 Series A preferred shares.  The preferred shares are entitled to receive a cumulative dividend at a rate of 6% per year, payable quarterly.  The preferred shares are convertible to the Company’s common shares at the rate of one share of common shares for one share of Series A preferred shares at any time after issuance.

The Series A preferred shares were not included in the computation of diluted earnings per share for the quarter ended June 30, 2012, because their effect was anti-dilutive.

NOTE 10 - FAIR VALUE DISCLOSURES

The Company has adopted a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques.  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 in three broad levels:

 Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has 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 are 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.)
 
 
12

 

The application of valuation techniques applied to similar assets and liabilities has been consistently applied.  The following is a description of the valuation methodologies used for instruments measured at fair value:

On February 12, 2009, CFS entered into a settlement agreement with a client, which resulted in CFS purchasing the client’s investment in the Omega 2007 Drilling Program 1, LP.  This limited partnership carries a “presentment” feature which allows CFS to sell the investment to the General Managing Partner of the limited partnership; and this feature has become available.  The fair market value of this $76,876 investment is estimated to be $45,000 based on discounted cash flows; however this amount could fluctuate with the prices of oil and natural gas.  CFS has determined, based off of information provided by the Limited Partnership, that the “presentment” feature will not be utilized at this time, due to the reduction in the present value of the investment. This investment is included in other assets on the balance sheet.

The Company has accumulated cash for the possible future payments of severance and benefits for senior management, should they leave. This is an accrual the company has elected to set aside for possible future obligations. These funds are reflected as Severance Escrow on the balance sheet, and consist of cash accounts.
 
    Carrying Value at June 30, 2012     Quarter ended
June 30, 2012
 
    Total     Level 1     Level 2     Level 3     Total Losses  
                               
Other Investment   $ 45,000     $ -     $ -     $ 45,000     $ -  
Severance Escrow     254,069       254,069                          
 
    Carrying Value at June 30, 2011    
Quarter ended
June 30, 2011
 
    Total     Level 1     Level 2     Level 3     Total Losses  
                               
Other Investment
  $ 45,000     $ -     $ -     $ 45,000     $ -  
Severance Escrow
    251,307       251,307                          
 
 
13

 
 
Reconciliation of Level 3 Balances:
 
       
Balance as of January 1, 2011
  $ 45,000  
Purchase of other investment
    -  
Impairment loss on other investment
    -  
Balance as of December 31, 2011
    45,000  
Impairment loss on other investment
    -  
Balance as of June 30, 2012
  $ 45,000  
 
The following table presents the assets and liabilities carried on the balance sheet by caption and by level within the hierarchy (as described above) as of  June 30, 2012, which are measured on a non-recurring basis.
 
 
Carrying Value at March 31, 2012
 
Six Months ended June 30, 2012
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total Losses
 
                               
Goodwill
  $ 2,132,026     $ -     $ -     $ 2,132,026     $ 314,531  

Losses of $314,531 represent an impairment charge related to the goodwill of the Broker-Dealer segment.

Reconciliation of Level 3 Balances:
 
       
Balance as of January 1, 2011
  $ 2,574,413  
Reduction in goodwill related to UHFS acquisition (See Note 5-Business Acquisitions)
    (101,994 )
Balance as of December 31, 2011
    2,472,419  
Reduction in goodwill related to UHFS acquisition (See Note 5-Business Acquisitions)
    (25,862 )
Impairment loss on goodwill
    (314,531 )
Balance as of June 30, 2012
  $ 2,132,026  
 
NOTE 11 – LEGAL PROCEEDINGS

The Company operates in a legal and regulatory environment that exposes it to potentially significant litigation risks.  As a result, the Company is involved in various disputes and legal proceedings, including litigation, arbitration and regulatory investigations, including a number of investigatory matters and legal proceedings arising out of customer allegations related to past commissioned sales of alternative investment products.  In 2007 through the first quarter of 2009 approximately 10% to 20% of the Company’s sales of commissioned products were in private placements of alternative products, two of which as of December 31, 2009 (Medical Capital Corporation and related issuer entities and Provident Royalties, LLC and related issuer entities) were placed in receivership by action of the United States Securities and Exchange Commission and issuers of certain other alternative products sold by the Company are in Chapter 11 Bankruptcy or may have other financial difficulties.  Additionally, difficult economic conditions in general and the stock market decline have contributed to a decline in our broker-dealer subsidiary’s client portfolio values.  As a result of such alleged failings of alternative products and the uncertainty of client recovery from the various product issuers, the Company is subject to regulatory scrutiny and a number of legal and/or arbitration proceedings.  The Company vigorously contests the allegations of the various proceedings and believes that there are multiple meritorious legal and fact based defenses in these matters.  Such cases are subject to many uncertainties, and their outcome is often difficult to predict, including the impact on operations or on the financial statements, particularly in the earlier stages of a case. The Company makes provisions for cases brought against it when, in the opinion of management after seeking legal advice, it is probable that a liability exists, and the amount can be reasonably estimated.  The current proceedings are subject to uncertainties and as such, the Company is unable to estimate the possible loss or a range of loss that may result; however, results in these cases that are against the interests of the Company could have a severe negative impact on the financial position of the Company.
 
 
14

 

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

GENERAL

Capital Financial Holdings, Inc. derives the majority of its revenues and net income from sales of mutual funds, insurance products, and various other securities through Capital Financial Services, Inc. (“CFS”), the Company’s broker-dealer subsidiary.

The Company has been engaged in the financial services business since 1987. The Company was incorporated September 22, 1987, as a North Dakota corporation. The Company’s principal offices are located at 1 Main Street North, Minot, North Dakota 58703. As of June 30, 2012, the Company had 16 full-time employees consisting of officers, securities distribution, data processing, compliance, accounting, and clerical support staff.

CFS is a full-service brokerage firm. CFS is registered with the SEC as an investment advisor and broker-dealer and also with FINRA as a broker-dealer. CFS specializes in providing investment products and services to independent investment representatives, financial planners, and investment advisors and currently supports over 220 investment representatives and investment advisors.

RESULTS OF OPERATIONS

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
Net income (loss)
    90,316       170,073       (307,477 )     244,342  
Income per share:
                               
Basic
    0.00       0.01       (0.02 )     0.01  
Diluted
    0.00       0.01       (0.02 )     0.01  

The Company reported net income for the quarter ended June 30, 2012, of $90,316, compared to net income of $170,073 for the same quarter in 2011. The Company reported net loss for the six months ended June 30, 2012 of $307,477, compared to a net income of $244,342 for the same period in 2011.

Operating Revenues

Total operating revenues for the quarter ended June 30, 2012 were $4,866,975, an increase of 3% from $4,698,677 for the quarter ended June 30,2011. The increases for the three month period resulted primarily from increases in commission income received by CFS.Total operating revenues for the six months ended June 30, 2012, were $9,027,753 a decrease of 8.5% from $9,868,767 for the six months ended June 30, 2011. The decrease for the six month period resulted from a decrease in commission and fee income relating to CFS, the Company’s broker-dealer division.
 
 
15

 

Fee Income

Fee income for the quarter ended June 30, 2012 was $234,730, a decrease of 7% from $252,179 for the quarter ended June 30, 2011.
Fee income for the six months ended June 30, 2012 was $494,036, a decrease of 3% from $509,913 fro the six months ended June 30, 2011. The decreases were due to decline in fee income received by CFS, as a result of lower values of client assets under management.

The Company earns investment advisory fees in connection with CFS’ registered investment advisor.  The Company pays the registered representatives a portion of this fee income as commission expense and retains the balance.  These fees constituted 5.5% of the Company’s consolidated revenues for 2012.

Commission Income

Commission income includes CFS commissions.  The Company pays the registered representatives a percentage of this income as commission expense and retains the balance. Commission income for the quarter ended June 30, 2012 was $4,580,968, an increase of 6% from $4,320,866 for the quarter ended June 30, 2011.  The increases were due primarily to the increase in commissions received by CFS due to market conditions. Commission income for the six months ended June 30, 2012 was $8,455,856, a decrease of 7% from $9,096,445 for the six months ended June 30, 2011.The decreases were due primarily to the reduction in commissions received by CFS due to market conditions. Future market conditions will continue to impact commission levels.  Commission revenues constituted 94% of the Company’s consolidated revenues for 2012.

Other income

Interest and other income for the quarter ended June 30, 2012 was $51,277, a decrease of 59% from $125,632 for the quarter ended June 30, 2011.  Interest and other income for the six months ended June 30, 2012 was $87,861, a decrease of 67% from $262,409 for the six months ended June 30, 2011. The decreases were due to a reduction in settlement checks and income received, regarding the subsidiaries that closed including the mutual fund division and the energy division.  Interest and other income constituted 1% of the Company’s consolidated revenues for the three months ended June 30, 2012.
 
Operating Expenses

Total operating expenses for the quarter ended June 30, 2012 were $4,730,519, an increase of 1% from $4,698,677 for the quarter ended June 30, 2011. The increases resulted from the net increase in the expense categories described below. Total operating expenses for the six months ended June 30, 2012 were $9,343,089, a decrease of 4% from $9,736,950 for the six months ended June 30, 2011. The decreases resulted from the net decreases in the expense categories described in the paragraphs below.
 
 
16

 

Compensation and benefits

Compensation and benefits expense for the quarter ended June 30, 2012 was $312,404, a decrease of 4% from $324,212 for the quarter ended June 30, 2011.  The decrease resulted from a decrease in the number of employees. Compensation and benefits expense for the six months ended June 30, 2012 was $575,665, an increase of 3% from $559,087 for the six months ended June 30, 2011. The increases resulted from an increase in wages to employees, increases in 401K matching, payroll taxes, and paid bonuses.

Commission expense

Commission expense for the quarter ended June 30, 2012 was $4,129,532, an increase of 3% from $3,991,226 for the quarter ended June 30, 2011.  The increase in commission expense corresponds with the increase in commission income for the quarter. Commission expense for the six months ended June 30, 2012 was $7,699,448, a decrease of 9% from $8,454,727 for the six months ended June 30, 2011. The decreases in commission expense correspond with the decreases in commission income for the six months ended June 30, 2012.

General and administrative expense

Total general and administrative expenses for the quarter ended June 30, 2012 were $281,543, a decrease of 19% from $345,753 for the quarter ended June 30, 2011.  The decreases were due primarily to a decrease in the legal expenses incurred through litigation costs for CFH. The total general and administrative expenses for the six months ended June 30, 2012 were $731,513, an increase of 6% from $688,617 for the six months ended June 30, 2011. The increases were due primarily to an increase in legal expenses incurred through litigation costs and settlements for CFS paid by the Company.

Depreciation and amortization

Depreciation and amortization expense for the quarter ended June 30, 2012 was $7,039, a decrease of 59% from $17,242 for the quarter ended June 30, 2011. Depreciation and amortization expense for the six month ended June 30, 2012 were $21,931, a  decrease of 36% from $34,519 for the six months ended June 30, 2011.

Liquidity and Capital Resources

Net cash provided by operating activities was $290,327 for the six months ended June 30, 2012, as compared to net cash provided by operating activities of $400,545 during the six months ended June 30, 2011.

Net cash provided by investing activities was $927,337 for the six months ended June 30, 2012, compared to net cash used in investing activities of $5,666 for the six months ended June 30, 2011.  The primary difference corresponds with the sale of the building and the disposal of assets that occurred during 2012.
 
 
17

 

Net cash used in financing activities was $1,109,825 for the six months ended June 30, 2012, compared to net cash used by financing activities of $978,348 for the six months ended June 30, 2011.  During the six months ended June 30, 2012 the Company paid down the promissory note with PawnMart with payments totaling $1,048,235.

At June 30, 2012, the Company held $1,266,437 in cash and cash equivalents, as compared to $1,158,598 at December 31, 2011.  The Company is required to maintain certain levels of cash and liquid securities in CFS to meet regulatory net capital requirements.

The Company currently has no lines of credit available.

The Company has historically relied upon sales of its equity securities and debt instruments, as well as bank loans, for liquidity and growth. Management believes that the Company’s existing liquid assets, along with cash flow from operations, will provide the Company with sufficient resources to meet its ordinary operating expenses during the next twelve months. Significant, unforeseen or extraordinary expenses may require the Company to seek alternative financing sources, including common or preferred share issuance or additional debt financing.

In addition to the liabilities coming due in the next twelve months, management expects that the principal needs for cash may be broker recruitment, repurchase shares of the Company’s common stock, and debt service. Management also expects to realize increases in consultant expenses as well as increased compliance and legal costs with respect to its broker dealer subsidiary related to regulatory and litigation matters.

FORWARD-LOOKING STATEMENTS

When used herein, in future filings by the Company with the Securities and Exchange Commission (“SEC”), in the Company's press releases, and in other Company-authorized written or oral statements, the words and phrases "can be," "expects," "anticipates," "may affect," "may depend," "believes," "estimate," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  Such statements are subject to certain risks and uncertainties, including those set forth in this "Forward-Looking Statements" section, which could cause actual results for future periods to differ materially from those presently anticipated or projected.  The Company does not undertake and specifically disclaims any obligation to update any forward-looking statement to reflect events or circumstances after the date of such statements.
 
Forward-looking statements include, but are not limited to, statements about the Company’s:

  
Business strategies and investment policies,
  
Possible or assumed future results of operations and operating cash flows,
  
Financing plans and the availability of short-term borrowing,
  
Competitive position,
  
Potential growth opportunities,
  
Recruitment and retention of the Company’s key employees,
  
Potential operating performance, achievements, productivity improvements, efficiency and cost reduction efforts,
  
Likelihood of success and impact of litigation,
  
Expected tax rates,
  
Expectations with respect to the economy, securities markets, the market for merger and acquisition activity, the market for asset management activity, and other industry trends,
  
Competition, and
  
Effect from the impact of future legislation and regulation on the Company.

 
18

 
 
The following factors, among others, could cause actual results to differ materially from forward-looking statements, and future results could differ materially from historical performance:

  
General political and economic conditions which may be less favorable than expected;
  
The effect of changes in interest rates, inflation rates, the stock markets, or other financial markets;
  
Unfavorable legislative, regulatory, or judicial developments;
  
Adverse findings or rulings in arbitrations, litigation or regulatory proceedings;
  
Incidence and severity of catastrophes, both natural and man-made;
  
Changes in accounting rules, policies, practices, and procedures which may adversely affect the business;
  
Terrorist activities or other hostilities which may adversely affect the general economy.

The Company is a financial services holding company that, through its broker dealer subsidiary, provides brokerage, investment advisory, insurance and related services.  The Company operates 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. The Company’s revenues and net earnings may be either enhanced or diminished from period to period by such external factors. The Company remains focused on continuing to reduce redundant operating costs, upgrade operating efficiency, recruit quality representatives and grow our revenue base.  The Company provides broker-dealer services in support of trading and investment by its representatives’ customers in corporate equity and debt securities, U.S. Government securities, municipal securities, mutual funds, private placement alternative investments, variable annuities and variable life insurance.  The Company also provides investment advisory services for its representative’s customers
 
A key component of the broker-dealer subsidiary’s business strategy is to recruit well-established, productive representatives who generate substantial revenues from an array of investment products and services. Additionally, the broker-dealer subsidiary assists its representatives in developing and expanding their business by providing a variety of support services and a diversified range of investment products for their clients.
 
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not Applicable as a Smaller Reporting Company
 
ITEM 4.
CONTROLS AND PROCEDURES
 
The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-14(c) and Rule 15c-14(c) under the Exchange Act) as of the end of the period covered by this report, pursuant to Rule 13a-15(b) of the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of June 30, 2012, and that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed and summarized, and reported within the time periods specified by the SEC’s rules and forms.

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies or material weaknesses.
 
 
19

 

PART II - OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS

The Company operates in a legal and regulatory environment that exposes it to potentially significant litigation risks.  As a result, the Company is involved in various disputes and legal proceedings, including litigation, arbitration and regulatory investigations, including a number of investigatory matters and legal proceedings arising out of customer allegations related to past commissioned sales of alternative investment products.  In 2007 through the first quarter of 2009 a substantial amount (approximately 10% to 20%) of the Company’s sales of commissioned products were in private placements of alternative products, two of which as of December 31, 2009 (Medical Capital Corporation and related issuer entities and Provident Royalties, LLC and related issuer entities) were placed in receivership by action of the United States Securities and Exchange Commission and issuers of certain other alternative products sold by the Company are in Chapter 11 Bankruptcy or may have other financial difficulties.  Additionally, difficult economic conditions in general and the stock market decline have contributed to a decline in our broker-dealer subsidiary’s client portfolio values.  As a result of such alleged failings of alternative products and the uncertainty of client recovery from the various product issuers, the Company is subject to regulatory scrutiny and a number of legal and/or arbitration proceedings.  The Company vigorously contests the allegations of the various proceedings and believes that there are multiple meritorious legal and fact based defenses in these matters.  Such cases are subject to many uncertainties, and their outcome is often difficult to predict, including the impact on operations or on the financial statements, particularly in the earlier stages of a case. The Company makes provisions for cases brought against it when, in the opinion of management after seeking legal advice, it is probable that a liability exists, and the amount can be reasonably estimated.  The current proceedings are subject to uncertainties and as such, the Company is unable to estimate the possible loss or a range of loss that may result; however, results in these cases that are against the interests of the Company could have a severe negative impact on the financial position of the Company.

ITEM 1A.
RISK FACTORS
 
Not Applicable as a Smaller Reporting Company

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company has issued the following securities in the past quarter without registering the securities under the Securities Act:

None

Small Business Issuer Repurchases of Equity Securities:

In November of 1997, the Board of Directors of the Company authorized the repurchase of up to $2,000,000 of its outstanding common stock from time to time in the open market.  The table below displays the dollar value of shares that may yet be purchased under this plan.

Period
 
Total Number of Shares Purchased
   
Average Price Per Share
   
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
   
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
 
April 2012
    -       -       -     $ 597,754  
May 2012
    -       -       -     $ 597,754  
June 2012
    -       -       -     $ 597,754  
Total
    -       -       -     $ 597,754  
 
 
20

 
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None
 
ITEM 4.
(REMOVED AND RESERVED)
 
ITEM 5.
OTHER INFORMATION

None

ITEM 6.
EXHIBITS

Exhibits

 
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act and Rules 13a-14(a) and 15d-14(a) of the Exchange Act
 
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act and Rules 13a-14(a) and 15d-14(a) of the Exchange Act
 
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act and 18 U.S.C. Section 1350
 
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act and 18 U.S.C. Section 1350
 
 
21

 

CAPITAL FINANCIAL HOLDINGS, INC.

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.


   
CAPITAL FINANCIAL HOLDINGS, INC.
 
       
Date: August 10, 2012  
By: /s/ John Carlson
 
   
John Carlson
 
   
Chief Executive Officer & President
(Principal Executive Officer)
 
       
Date: August 10, 2012  
By: /s/ Elizabeth Redding
 
   
Elizabeth A. Redding
 
   
Chief Financial Officer & Corporate Secretary
 
   
(Principal Financial Officer)
 
 
22