SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
Commission file number 1-31292
EMPIRE FINANCIAL HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Florida 56-3627212
(State or Other Jurisdiction (I. R. S. Employer
of Incorporation or Organization) Identification No.)
1385 West State Road 434, Longwood, FL 32750
(Address of Principal Executive Offices) (Zip Code)
407-774-1300
(Registrant's Telephone Number, Including Area Code)
Indicate by check whether the registrant has (1) 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 ___ No X
As of April 30, 2002, there were 5,000,000 shares of common stock, par value
$.01 per share, outstanding.
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2002
INDEX
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements: Page No.
Consolidated Statement of Financial Condition, March 31, 2002
and Pro Forma Consolidated Statement of Financial
Condition, March 31, 2002 ...........................................3
Consolidated Statements of Income, Three Months Ended
March 31, 2002 and 2001 .............................................4
Consolidated Statements of Cash Flows, Three Months Ended
March 31, 2002 and 2001 .............................................5
Selected Notes to Consolidated Financial Statements ...................6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations .................................................9
Item 3. Quantitative and Qualitative Disclosures About Market Risk ...........11
Part II
OTHER INFORMATION
Item 1. Legal Proceedings ....................................................12
Item 2. Changes in Securities and Use of Proceeds ............................12
Item 3. Defaults Upon Senior Securities ......................................12
Item 4. Submission of Matters to a Vote of Security Holders ..................12
Item 5. Other Information ....................................................12
Item 6. Exhibits and reports on Form 8-K .....................................12
Signatures ...........................................................13
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AND PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
Pro Forma
March 31,
2002 March 31,
(unaudited) 2002 December 31,
(Note 2) (unaudited) 2001
----------- ----------- -----------
ASSETS
Cash and cash equivalents .............................. $ 3,667,738 $ 3,667,738 $ 1,803,323
Cash and treasury bills segregated persuant
to federal regulations .............................. 501,118 501,118 523,706
Receivables from customers ............................. 7,375,169 7,375,169 8,774,765
Receivables from brokers and dealers and
clearing organizations .............................. 3,930,729 3,930,729 3,776,626
Deposits at clearing organizations ..................... 535,347 535,347 535,237
Furniture and equipment, net of accumulated
depreciation of $109,586 and $90,752, respectively .. 92,631 92,631 111,466
Customer list .......................................... 1,651,777 1,651,777 1,811,777
Deferred tax asset ..................................... 320,000 - -
Other assets ........................................... 397,549 397,549 238,516
----------- ----------- -----------
Total assets ................................... $18,472,058 $18,152,058 $17,575,416
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Short-term borrowings from bank ..................... $ 348,000 $ 348,000 $ 1,032,000
Accounts payable, accrued expenses and
other liabilities ................................. 4,125,223 4,125,223 2,731,576
Payable to customers ................................ 7,865,459 7,865,459 8,990,457
Payable to brokers and dealers and clearing
organizations ..................................... 155,416 155,416 116,152
Contract payable .................................... 1,786,178 1,786,178 1,735,155
Distribution payable to shareholders ................ 1,385,000 - -
----------- ----------- -----------
Total liabilities .............................. 15,665,276 14,280,276 14,605,340
----------- ----------- -----------
Shareholders' equity
Preferred stock, $.01 par value; 1,000,000 shares
authorized; none issued and outstanding ........... - - -
Common stock, $.01 par value; 100,000,000 shares
authorized: 4,000,000 shares issued and outstanding 40,000 40,000 40,000
Additional paid-in capital .......................... 2,766,781 500,691 500,691
Retained earnings ................................... - 3,331,090 2,429,385
----------- ----------- -----------
Total shareholders' equity ..................... 2,806,781 3,871,781 2,970,076
----------- ----------- -----------
Total liabilities and shareholders' equity ..... $18,472,057 $18,152,057 $17,575,416
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
3
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended
March 31,
2002 2001
---------- ----------
(unaudited)
Revenues:
Order execution trading revenues, net ....... $1,227,901 $3,290,471
Commissions and fees ........................ 4,115,531 3,348,796
Interest .................................... 93,246 180,050
Other ....................................... 13,912 113,528
---------- ----------
5,450,590 6,932,845
---------- ----------
Expenses:
Employee compensation and benefits .......... 2,050,670 3,146,806
Commissions and clearing costs .............. 1,527,486 430,679
Order flow payments ......................... 330,960 930,921
Interest .................................... 20,332 210,039
Communications and data processing .......... 125,074 76,855
General and administrative .................. 490,310 1,051,394
Advertising ................................. 4,060 181,236
---------- ----------
4,548,892 6,027,930
---------- ----------
Net income ..................................... $ 901,698 $ 904,915
========== ==========
Earnings per share-basic and diluted ........... $ 0.23 $ 0.23
========== ==========
Unaudited pro forma information (Note 2):
Income before taxes ......................... $ 901,698 $ 904,915
Provision for income taxes .................. 340,000 341,000
---------- ----------
Net income ..................................... $ 561,698 $ 563,915
========== ==========
Pro forma earnings per share - basic and diluted $ 0.14 $ 0.14
========== ==========
Weighted average shares outstanding ............ 4,000,000 4,000,000
========== ==========
The accompanying notes are an integral part of these financial statements.
4
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
2002 2001
----------- -----------
(unaudited)
Operating activities:
Net income .................................................. $ 901,698 $ 904,915
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation .............................................. 18,835 21,631
Amortization of customer list ............................. 160,000 -
Changes in assets and liabilities:
Segregated cash and treasury bills ...................... 22,588 (110,756)
Receivables from customers .............................. 1,399,596 2,906,316
Receivable from brokers and dealers and
clearing organizations ................................ (154,103) 574,314
Deposits at clearing organizations ...................... (110) (48,188)
Other assets ............................................ (159,033) 41,970
Accounts payable, accrued expenses
and other liabilities ................................. 1,393,655 (574,929)
Payable to customers .................................... (1,124,998) (1,395,297)
Payable to brokers and dealers and clearing organizations 39,264 (298,869)
----------- -----------
Net cash provided by operating activities ............... 2,497,392 2,021,107
----------- -----------
Investing activities:
Purchases of furniture and equipment ........................ - (35,433)
----------- -----------
Net cash used in investing activities ................... - (35,433)
----------- -----------
Financing activities:
Payment of short-term borrowings from bank .................. (684,000) (2,029,000)
Increase in contract payable ................................ 51,023 -
Shareholder distributions ................................... - (296,928)
----------- -----------
Net cash used in financing activities ................... (632,977) (2,325,928)
----------- -----------
Net increase (decrease) in cash and cash equivalents ........... 1,864,415 (340,254)
Cash and cash equivalents at beginning of year ................. 1,803,323 2,003,693
----------- -----------
Cash and cash equivalents at end of year ....................... $ 3,667,738 $ 1,663,439
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for interest .................... $ 20,332 $ 210,039
=========== ===========
The accompanying notes are an integral part of these financial statements.
5
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
SELECTED NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
1. BASIS OF PRESENTATION
The accompanying interim consolidated financial statements of Empire Financial
Holding Company and its subsidiaries (collectively, the "Company") are
unaudited; however, in the opinion of management, the interim financial
statements reflect all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results for the interim
periods. All intercompany balances and transactions have been eliminated in
consolidation. Certain footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to the
applicable rules and regulations of the Securities and Exchange Commission. The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amount of revenue and expense
during the reporting period. Actual results could differ from true estimates.
The results of operations for the three months ended March 31, 2002, are not
necessarily indicative of the results to be expected for the year ending
December 31, 2002. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes for the year
ended December 31, 2001 appearing in the Company's Prospectus dated April 9,
2002 as filed with the Securities and Exchange Commission.
2. PRO FORMA INFORMATION
The Company elected to be taxed as an S corporation, which provides for taxable
income of the Company to be included in the income tax returns of the Company's
shareholders and not the Company. However, the Company's election to be treated
as an S corporation terminated on April 9, 2002, the effective date of the
Company's initial public offering. The pro forma adjustments shown in the
consolidated statements of income reflect provisions for income taxes computed
based upon statutory tax rates as if the Company had been subject to federal and
state taxation during the periods presented.
The Company's presentation of the unaudited pro forma consolidated statement of
financial condition at March 31, 2002 reflects the effect on historical retained
earnings of distributions to be made after March 31, 2002 to the shareholders of
the Company prior to April 9, 2002 relating to their tax liability for the
Company's taxable income prior to the termination of the Company's election to
be taxed as an S corporation. The aggregate amount of the distributions for the
period from January 1, 2001 through March 31, 2002 are estimated to be
approximately $1,385,000.
6
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
SELECTED NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
3. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
Accounts payable, accrued expenses and other liabilities consisted of the
following:
March 31, December 31,
2002 2001
---- ----
Accounts payable ................ $ 699,247 $ 440,054
Bank overdrafts ................. 637,535 835,053
Accrued payroll and payroll taxes 646,956 508,885
Accrued rent .................... 344,897 276,312
Other ........................... 273,481 171,272
Deferred revenue ................ 1,523,107 500,000
---------- ----------
$4,125,223 $2,731,576
========== ==========
4. NET CAPITAL AND RESERVE REQUIREMENTS
Advantage Trading Group, Inc. and Empire Financial Group, Inc., the broker
dealer subsidiaries of the Company, are subject to the Securities and Exchange
Commission Uniform Net Capital Rule 15c3-1 and the requirements of the
securities exchanges of which they are members. This rule requires that
aggregate indebtedness not exceed 15 times net capital. Rule 15c3-1 also
provides for an "alternative net capital requirement" which, if elected,
requires that net capital be equal to the greater of $250,000 or 2% of aggregate
debit items computed in applying the formula for determination of reserve
requirements. The alternative net capital requirement has been utilized by
Advantage Trading Group, Inc.
Net capital positions of the Company's broker dealer subsidiaries were as
follows at March 31, 2002:
Advantage Trading Group, Inc.:
Net capital as a percentage of
aggregate debit items .............. 21%
Net capital .......................... $2,063,699
Required net capital ................. $ 250,000
Empire Financial Group, Inc.:
Ratio of aggregate indebtedness to net
capital .............................. 2.44 to 1
Net capital .......................... $ 943,249
Required net capital ................. $ 250,000
7
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
SELECTED NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
4. NET CAPITAL AND RESERVE REQUIREMENTS (continued)
Advantage Trading Group, Inc. is also subject to Rule 15c3-3 (the "Rule") under
the Securities Exchange Act of 1934 which specifies certain conditions under
which brokers and dealers carrying customer accounts are required to maintain
cash or qualified securities in a special reserve bank account for the exclusive
benefit of customers. Amounts to be maintained, if required, are computed in
accordance with a formula defined in the Rule. At March 31, 2002, Advantage
Trading Group, Inc. was not required to maintain a reserve requirement.
5. FINANCIAL INFORMATION BY BUSINESS SEGMENT
The Company operates in two business segments, financial brokerage services and
order execution services. Financial brokerage services (including the sale of
equities, mutual funds, fixed income products and investment advisory services)
are provided directly to retail and institutional customers through Internet and
telephone trading. Order execution services involve acting as principal in
securities transactions for approximately 100 broker dealers. Order execution
services also includes clearing securities transactions for the Company's
account and unaffiliated broker dealers. The expenses of Empire Financial
Holding Company and its identifiable assets are set forth in the segment
information below as corporate.
Information concerning operations in these segments of business was as follows:
March 31,
2002 2001
---- ----
Revenue:
Order execution services ... $ 1,227,901 $ 3,644,708
Financial brokerage services 4,786,277 3,387,782
Eliminations ............... (563,588) (99,645)
------------ ------------
$ 5,450,590 $ 6,932,845
============ ============
Net income:
Order execution services ... $ 97,527 $ 814,904
Financial brokerage services 964,171 90,011
Corporate .................. (160,000) -
------------ ------------
$ 901,698 $ 904,915
============ ============
Identifiable assets:
Order execution services ... $ 12,808,515 $ 13,217,272
Financial brokerage services 4,423,251 2,145,288
Corporate .................. 1,996,674 -
Eliminations ............... (1,076,382) (500,911)
------------ ------------
$ 18,152,058 $ 14,861,749
============ ============
8
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
SELECTED NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
All of the Company's business and long-lived assets are located in the United
States. Eliminations represent revenues and receivables from intercompany
transactions resulting from clearing activities between Empire Financial Group,
Inc. and Advantage Trading Group, Inc.
6. SUBSEQUENT EVENT
On April 9, 2002, the Company completed an initial public offering of 1,000,000
shares of its common stock. The offering price was $6.00 per share and proceeds
to the Company were approximately $5,380,000 net of underwriting commissions and
other fees and expenses of approximately $620,000.
During April 2002, the Company paid its contract payable to Centennial Capital
Management, Inc. of approximately $1,786,000 from proceeds of its public
offering.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with the Selected Consolidated
Financial Data and the Consolidated Financial Statements and Notes thereto
included in the Company's Prospectus dated April 9, 2002 as filed with the
Securities and Exchange Commission. This discussion contains forward-looking
statements that involve risks and uncertainties that could cause actual results
to differ materially from those anticipated in such forward-looking statements.
Factors that may cause such differences include, but are not limited to: the
effect of client trading patterns on Company revenues and earnings; computer
system failures; trading volumes in excess of our capacity; the effects of
competitors' pricing, product and service decisions and intensified competition;
evolving regulation and changing industry customs and practices adversely
affecting the Company; adverse results of litigation; changes in revenues and
profit margin due to cyclical securities markets and interest rates; a
significant downturn in the securities markets over a short period of time or a
sustained decline in securities prices and trading volumes; and the other risks
and uncertainties set forth under the heading "Risk Factors" in the Company's
Prospectus dated April 9, 2002 as filed with the Securities and Exchange
Commission.
The terms "we" and "us" as used in this report refer to Empire Financial Holding
Company and its operating subsidiaries.
Our significant accounting policies are disclosed in the Notes to Consolidated
Financial Statements for the year ended December 31, 2001, found in our
Prospectus dated April 9, 2002. As of January 1, 2002, we have adopted Statement
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142"), and Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144"). As
of March 31, 2002, no impairment charges had been booked under SFAS 142. SFAS
No. 144 requires us to test long-lived assets by comparing their carrying value
against their undiscounted cash flows and to recognized impairment if the
carrying value is greater than the undiscounted cash flows. No impairment
charges were recognized at March 31, 2002 under SFAS 144.
Results of Operations:
Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001.
9
Total revenues for the three months ended March 31, 2002 were $5,450,590, a
decrease of $1,482,255, or 21%, over the same period in 2001. This decrease was
primarily due to the reasons described below.
Order execution trading revenues for the three months ended March 31, 2002 were
$1,227,901, a decrease of $2,062,570, or 63%, over the same period in 2001 due
to an approximate 34% decrease in the number of order execution transactions and
a decrease of approximately 35% in the profitability per order execution
transaction primarily as a result of decimalization.
Commission and fee revenues for the three months ended March 31, 2002 were
$4,115,531, an increase of $766,735 or 23%, over the same period in 2001 due to
revenues from independent registered representative beginning in August 2001
processing securities transactions through us in connection with the Centennial
Capital Management, Inc. transaction, as well as revenues generated by Empire
Investment Advisors, Inc.
Interest revenues for the three months ended March 31, 2002 were $93,246, a
decrease of $86,804, or 48%, over the same period in 2001, primarily due to a
decrease in the average interest rates charged to customers and also a decrease
in retail customers' margin debit account balances. The average month end
customer margin debit balance for the three months ended March 31, 2002 was
$7,645,030 compared to $9,376,553 for the three months ended March 31, 2001, a
decrease of $1,731,523 or 19%.
Total expenses for the three months ended March 31, 2002 were $4,548,892 a
decrease of $1,479,038, or 25%, over the same period in 2001, primarily due to
the reasons described below.
Employee compensation and benefit costs for the three months ended March 31,
2002 were $2,050,670, a decrease of $1,096,136 or 35%, over the same period in
2001. This decrease was primarily due to a reduction in employees that reflected
lower trading volumes and resulted in reduced commissions, bonuses and other
personnel costs. At March 31, 2002, we employed 61 people as compared to 88
people at March 31, 2001, a decrease of 31%.
Commissions and clearing costs for the three months ended March 31, 2002 were
$1,527,486, an increase of $1,096,807, or 255%, over the same period in 2001.
This increase was primarily attributable to commissions paid to independent
registered representatives beginning in August 2001 processing securities
transactions through us in connection with the Centennial Capital Management,
Inc. transaction.
Order flow payment expense for the three months ended March 31, 2002 was
$330,960, a decrease of $599,961, or 64% over the same period in 2001, due to a
reduction in the number of trade transactions that required order flow payments
as well as a decrease in the order flow payment amount paid per transaction.
Interest expense for the three months ended March 31, 2002 was $20,332, a
decrease of $189,707, or 90%, over the same period in 2001, due to a reduction
in loans required to fund the margin debit balances as well as a decrease in the
interest on average loan balances. The average month end loan balance for the
three months ended March 31, 2002 was $515,333 compared to $1,014,667 for the
three months ended March 31, 2001, a decrease of $499,334 or 49%.
Communications and data processing expense for the three months ended March 31,
2002 was $125,074 an increase of $48,219, or 63%, over the same period in 2001,
due to increased activity through the Internet, web sites established for our
subsidiary companies and upgrades in computers and other hardware devices.
General and administrative expenses for the three months ended March 31, 2002
were $490,310, a decrease of $561,084 or 53% from the same period in 2001, due
to a significant drop in professional fees, recruiting and office expenses.
10
Advertising expenses for the three months ended March 31, 2002 were $4,060, a
decrease of $177,176, or 98%, over the same period in 2001.
Liquidity and Capital Resources:
Our broker dealer subsidiaries have assets which are highly liquid, consisting
generally of cash, money market funds and securities freely saleable in the open
market. Total assets at March 30, 2002 were $18,152,058, which consisted of
approximately $16,000,000 in liquid assets.
Our broker dealer subsidiaries are subject to the net capital requirements of
the Securities Exchange Commission, the National Association of Securities
Dealers, Inc. and other regulatory authorities. At March 31, 2002, our broker
dealer subsidiaries regulatory net capital for the combined subsidiaries was
$3,006,948 with a minimum combined net capital requirement of $500,000. Combined
excess net capital was $2,506,948.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk generally represents the risk of loss that may result from the
potential change in the value of a financial instrument as a result of
fluctuations in interest rates and market prices. We have established policies,
procedures and internal processes governing our management of market risks in
the normal course of our business operations.
We seek to control the risks associated with our client activities by requiring
clients to maintain margin collateral in compliance with various regulatory and
internal guidelines. We monitor required margin levels daily and, pursuant to
such guidelines, require our clients to deposit additional collateral, or to
reduce positions, when necessary.
As a fundamental part of our brokerage business, we hold short-term interest
earning assets primarily in short-term fixed-rate U.S. Treasury Bills. We earn a
net interest spread on the difference between amounts earned on margin loans
made to clients and amounts paid on balances in client accounts. Since we
establish the rate paid on client accounts, a substantial portion of our
interest rate risk is under our direct management.
Our revenues and financial instruments are denominated in U.S. dollars, and we
have not, to date, invested in derivative financial instruments or derivative
commodity instruments. As of March 31, 2002, the Company's broker dealer
subsidiaries held an inventory short position of approximately $125,985. We may
be obligated to purchase securities at a future date and may incur a loss if the
market value of the short securities increases subsequent to the date of sale.
11
Part II
OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, the Company is and may become a party
to legal or regulatory proceedings or arbitrations. The Company is not currently
involved in any legal or regulatory proceedings or arbitrations, the outcome of
which is expected to have a material adverse impact on our business.
Item 2. Changes in Securities and Use of Proceeds
The Company's Registrations Statement on Form S-1, Registration No.
333-86365, was declared effective by the Securities and Exchange Commission on
April 9, 2002. The offer and sale of all of the 1,000,000 shares of common
stock, $.01 par value per share, of the Company registered by such Registration
Statement occurred on April 9, 2002. The underwriters of the offering were
Keefe, Bruyette & Woods, Inc. and Empire Financial Group, Inc., a wholly-owned
subsidiary of the Company.
The aggregate price of the shares offered and sold pursuant to the
Registration Statement was $6,000,000. The total expenses incurred by the
Company relating to the offering are reasonably estimated to be $620,000,
including underwriting commissions and other fees. Of this amount, approximately
$230,000 involved payments to Empire Financial Group, Inc. and the balance
involved payments to others. The net offering proceeds to the Company after
deducting the total expenses incurred in the offering was $5,380,000.
Since the offering occurred after March 31, 2002, none of the net offering
proceeds were used by the Company prior to March 31, 2002, the last date of the
period covered by this Quarterly Report on Form 10-Q.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
There were not any Current Reports on Form 8-K filed during the
three months ended March 31, 2002.
12
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.
Date: May 14, 2002 EMPIRE FINANCIAL HOLDING COMPANY
/s/ Richard L. Goble
-------------------------------
Richard L. Goble
Co-Chief Executive Officer
(Principal Executive Officer)
/s/ Kevin M. Gagne
-------------------------------
Kevin M. Gagne
Co-Chief Executive Officer
(Principal Executive Officer)
/s/ George R. Cupples
---------------------------------
George R. Cupples
Chief Financial Officer
(Principal Accounting Officer)
13