U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 10-Q
(Mark One)
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Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the quarterly period ended March 31, 2005 |
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Transition report under Section 13 or 15(d) of the Exchange Act |
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For the transition period from ____________ to ____________ |
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Commission file number 0-5703 |
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Siebert Financial Corp. |
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(Exact Name of Issuer as Specified in its Charter) |
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New York |
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11-1796714 |
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(State or Other Jurisdiction of Incorporation) |
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(I.R.S. Employer Identification No.) |
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885 Third Avenue, New York, NY 10022 |
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(Address of Principal Executive Offices) |
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(212) 644-2400 |
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(Issuer’s Telephone Number, Including Area Code) |
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of April 27, 2005, there were 22,084,587 shares of Common Stock, par value $.01 per share, outstanding.
Unless the context otherwise requires, the “Company” shall mean Siebert Financial Corp. and its wholly owned subsidiaries and “Siebert” shall mean Muriel Siebert & Co., Inc., a wholly owned subsidiary of the Company.
Certain statements contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below and elsewhere in this document, as well as oral statements that may be made by the Company or by its officers, directors or employees acting on the Company’s behalf, that are not statements of historical or current fact constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve risks and uncertainties and known and unknown factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward looking statements, including, without limitation: changes in general economic and market conditions; fluctuations in volume and prices of securities; demand for brokerage and investment banking services; competition within and without the discount brokerage business, including the offer of broader services; competition from electronic discount brokerage firms offering lower rates on commissions than the Company; the prevalence of a flat fee environment; decline in participation in equity or municipal finance underwritings; limited trading opportunities; the method of placing trades by the Company’s customers; computer and telephone system failures; the level of spending by the Company on advertising and promotions; trading errors and the possibility of losses from customer non-payment of amounts due; other increases in expenses and changes in net capital or other regulatory requirements. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date when such statements were made or to reflect the occurrence of unanticipated events. An investment in the Company involves various risks, including those mentioned above and those which are detailed from time to time in the Company’s Securities and Exchange Commission filings.
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Financial Condition
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March 31, |
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December 31, |
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ASSETS |
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Cash and cash equivalents |
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$ |
28,842,000 |
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$ |
28,748,000 |
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Cash equivalents – restricted |
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1,300,000 |
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1,300,000 |
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Receivable from clearing broker |
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1,766,000 |
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2,371,000 |
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Furniture, equipment and leasehold improvements, net |
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1,182,000 |
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1,305,000 |
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Investment in and advances to equity investee |
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4,157,000 |
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3,779,000 |
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Prepaid expenses and other assets |
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1,430,000 |
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1,539,000 |
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Intangibles, net |
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1,852,000 |
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2,017,000 |
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Deferred taxes |
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550,000 |
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501,000 |
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$ |
41,079,000 |
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$ |
41,560,000 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Liabilities: |
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Accounts payable and accrued liabilities |
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5,798,000 |
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6,460,000 |
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Commitments and contingent liabilities |
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Stockholders’ equity: |
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Common stock, $.01 par value; 49,000,000 shares authorized, 22,983,917 shares issued and 22,082,301 shares outstanding at March 31, 2005 and December 31, 2004 |
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229,000 |
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229,000 |
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Additional paid-in capital |
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17,931,000 |
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17,931,000 |
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Retained earnings |
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21,214,000 |
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21,033,000 |
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Less: 901,616 shares of treasury stock, at cost at March 31, 2005 and December 31, 2004 |
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(4,093,000 |
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(4,093,000 |
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35,281,000 |
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35,100,000 |
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$ |
41,079,000 |
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$ |
41,560,000 |
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See notes to consolidated financial statements.
Siebert
Financial Corp. & Subsidiaries
Consolidated Statements of Income
(unaudited)
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Three
Months Ended |
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2005 |
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2004 |
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Revenues: |
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Commissions and fees |
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$ |
6,173,000 |
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$ |
6,244,000 |
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Investment banking |
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363,000 |
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336,000 |
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Trading profits |
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217,000 |
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250,000 |
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Income from equity investee |
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316,000 |
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126,000 |
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Interest and dividends |
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157,000 |
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75,000 |
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7,226,000 |
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7,031,000 |
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Expenses: |
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Employee compensation and benefits |
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2,672,000 |
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2,798,000 |
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Clearing fees, including floor brokerage |
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1,321,000 |
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644,000 |
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Advertising and promotion |
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338,000 |
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453,000 |
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Communications |
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607,000 |
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723,000 |
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Occupancy |
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259,000 |
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273,000 |
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Other general and administrative |
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1,713,000 |
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1,426,000 |
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6,910,000 |
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6,317,000 |
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Income before provision for income taxes |
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316,000 |
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714,000 |
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Provision for income taxes |
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135,000 |
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299,000 |
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Net income |
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$ |
181,000 |
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$ |
415,000 |
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Net income per share of common stock - |
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Basic and Diluted |
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$ |
.01 |
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$ |
.02 |
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Weighted average shares outstanding - |
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Basic |
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22,573,019 |
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22,159,724 |
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Weighted average shares outstanding - |
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Diluted |
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22,698,373 |
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22,342,608 |
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See notes to consolidated financial statements.
Siebert Financial Corp. &
Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
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Three
Months Ended |
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2005 |
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2004 |
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Cash flows from operating activities: |
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Net income |
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$ |
181,000 |
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$ |
415,000 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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315,000 |
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448,000 |
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Income from equity investee |
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(316,000 |
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(126,000 |
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Deferred taxes |
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(49,000 |
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133,000 |
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Changes in: |
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Securities owned, at market value |
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(2,000 |
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Receivable from clearing broker |
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605,000 |
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(206,000 |
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Prepaid expenses and other assets |
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109,000 |
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478,000 |
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Securities sold, not yet purchased, at market value |
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3,000 |
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Accounts payable and accrued liabilities |
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(662,000 |
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888,000 |
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Net cash provided by operating activities |
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183,000 |
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2,031,000 |
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Cash flows from investing activities: |
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Purchase of furniture, equipment and leasehold improvements |
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(27,000 |
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(166,000 |
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Purchase of intangibles |
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(100,000 |
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Advances to equity investee |
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(62,000 |
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(6,000 |
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Distribution from equity investee |
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392,000 |
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Net cash (used in) provided by investing activities |
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(89,000 |
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120,000 |
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Cash flows from financing activities: |
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Purchase of treasury shares |
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(331,000 |
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Net increase in cash and cash equivalents |
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94,000 |
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1,820,000 |
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Cash and cash equivalents - beginning of period |
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28,748,000 |
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24,732,000 |
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Cash and cash equivalents - end of period |
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$ |
28,842,000 |
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$ |
26,552,000 |
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Supplemental cash flow disclosures: |
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Cash paid for: |
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Income taxes |
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$ |
118,000 |
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$ |
18,000 |
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See notes to consolidated financial statements.
Siebert
Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2005 and 2004
(Unaudited)
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1. |
Organization and Basis of Presentation: |
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The consolidated financial statements include the accounts of Siebert Financial Corp. (the “Company”) and its wholly owned subsidiaries Muriel Siebert & Co., Inc. (“Siebert”) and Siebert Women’s Financial Network, Inc. (“WFN”). All material intercompany balances have been eliminated. The statements are unaudited; however, in the opinion of management, all adjustments considered necessary to reflect fairly the Company’s financial position and results of operations, consisting of normal recurring adjustments, have been included. |
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The accompanying consolidated financial statements do not include all of the information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United State of America. Accordingly, the statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. Because of the nature of the Company’s business, the results of any interim period are not necessarily indicative of results for a full year. |
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2. |
Stock-Based Compensation |
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Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation (“SFAS 123”) as amended by SFAS No. 148, (Accounting for Stock-Based Compensation – Transition and Disclosure an amendment to SFAS 123), allows the fair value of stock-based compensation to be included in expense over the period earned; alternatively, if the fair value of stock-based compensation awards are not included in expense, SFAS 123 requires disclosure of net income, on a pro forma basis, as if expense treatment had been applied. As permitted by SFAS 123, the Company continues to account for such compensation under Accounting Principles Board Opinion No. 25 (“APB 25”), Accounting for Stock Issued to Employees, and related interpretations, pursuant to which no compensation cost was recognized in connection with the issuance of stock options, as all options granted under the 1997 Stock Option Plan had an exercise price equal to or greater than the fair value of the underlying common stock on the date of grant. Had the Company elected to recognize compensation expense for the stock option plan, consistent with the method prescribed by SFAS 123, the Company’s net income and income per share for the three months ended March 31, 2005 and 2004 would have decreased to the pro forma amounts as follows: |
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Three Months Ended March 31, |
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2005 |
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2004 |
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Net income, as reported |
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$ |
181,000 |
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$ |
415,000 |
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Stock-based employee compensation determined under APB 25 |
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- |
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Stock-based employee compensation determined under the fair value based method, net of tax effect |
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(68,000 |
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(79,000 |
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Pro forma net income |
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$ |
113,000 |
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$ |
336,000 |
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Net income per share - basic: |
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As reported |
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$ |
.01 |
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$ |
.02 |
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Pro forma |
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$ |
.01 |
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$ |
.02 |
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Net income per share - diluted: |
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As reported |
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$ |
.01 |
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$ |
.02 |
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Pro forma |
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$ |
.01 |
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$ |
.02 |
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3. |
Net Capital: |
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Siebert is subject to the Securities and Exchange Commission’s Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital. Siebert has elected to use the alternative method, permitted by the rule, which requires that Siebert maintain minimum net capital, as defined, equal to the greater of $250,000 or two percent of aggregate debit balances arising from customer transactions, as defined. (The net capital rule of the New York Stock Exchange also provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than five percent of aggregate debits.) As of March 31, 2005, Siebert had net capital of approximately $17,109,000 as compared with net capital requirements of $250,000. |
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4. |
Capital Transactions: |
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On May 15, 2000, the board of directors of the Company authorized a stock buy back program of up to one million common shares. Shares will be purchased from time to time in the open market and in private transactions. Through March 31, 2005, 901,616 shares have been purchased at an average price of $4.54 per share. |
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5. |
Intuit Lawsuit Update: |
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Siebert filed a lawsuit against Intuit, Inc. (“Intuit”), in New York State Supreme Court on September 17, 2003 (the “Intuit Lawsuit”), seeking not less than $11.1 million in compensatory damages and $33.3 million in punitive damages for claims relating to the Joint Brokerage Service (the “JBS”) conducted during the years ended December 31, 2003 and 2002 under the Strategic Alliance Agreement between Siebert and Intuit. A motion by Intuit to stay the lawsuit and require that the dispute be submitted to arbitration was denied in a decision of the Supreme Court dated January 7, 2004. Intuit’s motion to reargue the Court’s decision was denied by the Court in a decision dated June 7, 2004. Intuit appealed both decisions to the Appellate Division of the Supreme Court. By a unanimous decision and order dated October 28, 2004, the Appellate Division affirmed the lower Court’s January 7, 2004 decision, denying Intuit’s motion to compel arbitration and stay litigation. By further order of the Appellate Division dated January 4, 2005, Intuit’s motion for reargument or for leave to appeal to the Court of Appeals was denied. On February 7, 2005, Intuit made a motion directly to the Court of Appeals for leave to appeal to that Court from the Appellate Division’s order of October 28, 2004. Intuit’s motion and Siebert’s answering papers were submitted to the Court of Appeals for decision on February 22, 2005. By a decision announced on March 29, 2005, the court of Appeals denied Intuit’s motion for leave to appeal, thereby ending any controversy over Siebert’s right to litigate in Court rather than arbitrate. In addition, Intuit has also moved in the Supreme Court, on February 4, 2005, to dismiss five of the six causes of action asserted by Siebert in the Intuit Lawsuit. Siebert’s answering papers and Intuit’s reply were submitted to the Supreme Court on April 11, 2005, and the Court heard argument of the motion by counsel for Siebert and Intuit on April 29, 2005. The Court reserved decision and will issue a written opinion. |
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6. |
Siebert Brandford Shank & Co., LLC: |
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Summarized financial data (presented in thousands) of Siebert Brandford Shank & Co., LLC, (“SBS”) as of and for the three months ended March 31, 2005 and 2004 is set forth below. Siebert holds a 49% ownership interest in SBS. |
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2005 |
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2004 |
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Total assets |
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$ |
16,822,000 |
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$ |
12,592,000 |
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Total liabilities, including subordinated liabilities of $1,200,000 |
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$ |
8,745,000 |
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$ |
6,673,000 |
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Total members’ capital |
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$ |
8,077,000 |
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$ |
5,920,000 |
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Total revenues |
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$ |
4,468,000 |
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$ |
2,545,000 |
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Net income |
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$ |
644,000 |
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$ |
257,000 |
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Siebert charged SBS $60,000 during each period for rent and general and administrative services, which Siebert believes approximates the cost of furnishing such services. |
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Siebert’s share of undistributed earnings from SBS amounted to $3,566,000 and $2,509,000 at March 31, 2005 and 2004, respectively. Such amounts may not be immediately available for distribution to Siebert for various reasons including the amount of SBS’s available cash, the provisions of the agreement between Siebert and the principals and SBS’s continued compliance with its regulatory net capital requirements. |
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7. |
Commitments and Contingent Liabilities: |
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Siebert terminated the fully disclosed clearing agreement (the “Clearing Agreement”) with Pershing LLC (formerly the Pershing division of Donaldson, Lufkin & Jenrette Securities Corporation) (“Pershing”). Based on consultation with counsel, Siebert believes that the $1,500,000 that it advanced to Pershing in January 2003 should be returned and that Pershing may be liable for damages. Pershing has expressed its belief that it is entitled to retain the advance and receive a minimum of $3 million for its unreimbursed costs, a termination fee of $500,000 and $5 million for lost revenues. Siebert believes the Pershing claims are without merit and that the ultimate result of this matter will not have a material adverse effect on result of operations or financial positions. Siebert has decided not to commence proceedings against Pershing at the present time. As a result, Siebert has charged the $1,500,000 advance to Pershing against income in the fourth quarter of 2004 since recent communication indicated that Pershing and the Company cannot resolve this matter. |
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8. |
Subsequent Event: |
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The Company entered into an Operating Agreement, dated effective as of April 19, 2005 (the “Operating Agreement”), with the two individual principals of SBS (the “Principals”) for SBS Financial Products Company, LLC (“SBSFPC”), a Delaware limited liability company pursuant to which the Company and each of the Principals made an initial capital contribution of $400,000 in exchange for a 33.33% initial interest in SBSFPC. SBSFPC was formed to act as a derivative products company engaging in derivative transactions related to the municipal underwriting business. The Operating Agreement provides that profits will be shared 66.66% by the Principals and 33.33% by the Company. |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2004, and the unaudited Consolidated Financial Statements and the Notes thereto contained elsewhere in this Quarterly Report.
Business Environment
The market has slowed down in the first quarter of 2005 due to uncertainty about the economy, rising interest rates and price of oil and as a result the Company’s client activity has decreased. Competition in the brokerage industry remains intense and consolidation continues.
The Company, like other securities firms, is directly affected by general economic and market conditions including fluctuations in volume and prices of securities, changes and prospects for changes in interest rates and demand for brokerage and investment banking services, all of which can affect the Company’s relative profitability. In periods of reduced market activity, profitability is likely to be adversely affected because certain expenses, including salaries and related costs, portions of communications costs and occupancy expenses remain relatively fixed. Earnings or loss, for any period should not be considered representative of any other period.
Recent Developments
On May 15, 2000, the board of directors of the Company authorized the repurchase of up to 1,000,000 shares of the Company’s common stock. Shares will be purchased from time to time, in the discretion of the Company, in the open market and in private transactions. Through March 31, 2005, 901,616 shares have been purchased at an average price of $4.54 per share. The Company intends to continue acquiring shares pursuant to its stock repurchase program based upon the price of the stock and in accordance with applicable rules and regulations.
Critical Accounting Policies
The Company generally follows accounting policies standard in the brokerage industry and believes that its policies appropriately reflect its financial position and results of operations. Management has identified the use of “Estimates” as its critical accounting policy. These estimates relate primarily to revenue and expense items in the normal course of business as to which the Company receives no confirmations, invoices, or other documentation at the time the books are closed for a period. The Company uses its best judgment, based on its knowledge of these revenue transactions and expenses incurred, to estimate the amounts of such revenue and expense. The Company is not aware of any material differences between the estimates used in closing its books for the last five years and the actual amounts of revenue received and expenses incurred when the Company subsequently receives the actual confirmations, invoices or other documentation. Estimates are also used in determining the useful lives of tangible and intangible assets, and the fair market value of intangible assets. Management believes that its estimates are reasonable.
Results of Operations
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