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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM 10-Q
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(Mark One)
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the
quarterly period ended
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June 30, 2015 |
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OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the
transition period from __________________________________ to __________________________
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Commission
file number
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0-5703
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Siebert
Financial Corp.
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(Exact Name of Registrant as Specified in its Charter)(Zip
Code)
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New York
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11-1796714
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(State or
Other Jurisdiction of Incorporation or Organization)
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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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(Registrants 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 Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No 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 (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes x 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 definition of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. :
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Large
Accelerated Filer o |
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Accelerated
Filer o
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Non-Accelerated
Filer o |
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Smaller
Reporting Company x
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Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).
Yes o No x
Indicate the number of shares outstanding of each of the issuers classes of common equity,
as of the latest practicable date: As of August 3, 2015, there were 22,085,126 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 report, as well as oral statements that may be made by us or by our officers, directors or employees acting
on our 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 our actual results to be materially different from our 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; changes and prospects for changes in interest rates; 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 greater discounts on commissions than we do;
the prevalence of a flat fee environment; decline in participation in corporate or municipal finance underwritings; limited trading
opportunities; the method of placing trades by our customers; computer and telephone system failures; our level of spending 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. We undertake 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 us involves various risks, including
those mentioned above and those which are detailed from time to time in our Securities and Exchange Commission filings.
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Siebert Financial Corp. & Subsidiaries
Condensed Consolidated Statements of Financial Condition
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June
30, 2015 (Unaudited) | | |
December
31, 2014 | |
ASSETS | |
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| | |
Cash and cash equivalents | |
$ | 4,550,000 | | |
$ | 6,749,000 | |
Cash equivalents – restricted | |
| 1,532,000 | | |
| 1,532,000 | |
Receivable from brokers | |
| 742,000 | | |
| 788,000 | |
Securities owned, at fair value | |
| 498,000 | | |
| 488,000 | |
Furniture, equipment and leasehold improvements, net | |
| 494,000 | | |
| 609,000 | |
Investment in and advances to affiliate | |
| 8,132,000 | | |
| 7,979,000 | |
Receivable from business sold to affiliate net of unamortized discount of $1,029,000 and $1,143,000 | |
| 1,971,000 | | |
| 1,857,000 | |
Prepaid expenses and other assets | |
| 602,000 | | |
| 718,000 | |
Intangibles, net | |
| 3,000 | | |
| 8,000 | |
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$ | 18,524,000 | | |
$ | 20,728,000 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | |
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Liabilities: | |
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Accounts payable and accrued liabilities | |
$ | 1,913,000 | | |
$ | 2,176,000 | |
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Contingencies (Note 9) | |
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Stockholders’ equity: | |
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Common stock, $.01 par value; 49,000,000 shares authorized, 23,211,846 shares issued, and 22,085,126 shares outstanding at June 30, 2015 and December 31, 2014 | |
| 232,000 | | |
| 232,000 | |
Additional paid-in capital | |
| 19,490,000 | | |
| 19,490,000 | |
Retained earnings | |
| 1,649,000 | | |
| 3,590,000 | |
Less: 1,126,720 shares of treasury stock, at cost at June 30, 2015 and December 31, 2014 | |
| (4,760,000 | ) | |
| (4,760,000 | ) |
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| 16,611,000 | | |
| 18,552,000 | |
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$ | 18,524,000 | | |
$ | 20,728,000 | |
See notes to condensed consolidated financial
statements.
Siebert Financial Corp. & Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
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Three
Months Ended June 30, | | |
Six
Months Ended June 30, | |
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2015 | | |
2014 | | |
2015 | | |
2014 | |
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Revenues: | |
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Commissions and fees | |
$ | 1,918,000 | | |
$ | 2,637,000 | | |
$ | 4,295,000 | | |
$ | 5,617,000 | |
Investment banking | |
| 11,000 | | |
| 710,000 | | |
| 19,000 | | |
| 1,145,000 | |
Trading profits | |
| 102,000 | | |
| 343,000 | | |
| 271,000 | | |
| 632,000 | |
Interest and dividends | |
| 15,000 | | |
| 15,000 | | |
| 29,000 | | |
| 29,000 | |
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| 2,046,000 | | |
| 3,705,000 | | |
| 4,614,000 | | |
| 7,423,000 | |
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Expenses: | |
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Employee compensation and benefits | |
| 1,289,000 | | |
| 1,982,000 | | |
| 2,711,000 | | |
| 3,933,000 | |
Clearing fees, including floor brokerage | |
| 284,000 | | |
| 453,000 | | |
| 685,000 | | |
| 975,000 | |
Professional fees | |
| 1,029,000 | | |
| 1,572,000 | | |
| 1,788,000 | | |
| 2,335,000 | |
Loss related to arbitration settlement | |
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| 4,300,000 | | |
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| 4,300,000 | |
Advertising and promotion | |
| 57,000 | | |
| 52,000 | | |
| 121,000 | | |
| 122,000 | |
Communications | |
| 163,000 | | |
| 252,000 | | |
| 322,000 | | |
| 522,000 | |
Occupancy | |
| 203,000 | | |
| 209,000 | | |
| 406,000 | | |
| 452,000 | |
Other general and administrative | |
| 473,000 | | |
| 630,000 | | |
| 879,000 | | |
| 1,227,000 | |
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| 3,498,000 | | |
| 9,450,000 | | |
| 6,912,000 | | |
| 13,866,000 | |
Income/(loss) from equity investee | |
| 1,045,000 | | |
| (332,000 | ) | |
| 357,000 | | |
| 394,000 | |
Including in 2015, interest
income on receivable of $58,000 (three months) and $114,000 (six months) | |
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Net loss | |
$ | (407,000 | ) | |
$ | (6,077,000 | ) | |
$ | (1,941,000 | ) | |
$ | (6,049,000 | ) |
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Net loss per share of common stock - Basic and Diluted | |
$ | (.02 | ) | |
$ | (.28 | ) | |
$ | (.09 | ) | |
$ | (.27 | ) |
Weighted average shares outstanding - Basic and Diluted | |
| 22,085,126 | | |
| 22,085,126 | | |
| 22,085,126 | | |
| 22,085,126 | |
See notes to condensed consolidated financial statements.
Siebert Financial Corp. & Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Six
Months Ended June 30, | |
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2015 | | |
2014 | |
Cash flows from operating activities: | |
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Net loss | |
$ | (1,941,000 | ) | |
$ | (6,049,000 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
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Depreciation and amortization | |
| 141,000 | | |
| 180,000 | |
Income from equity investee | |
| (243,000 | ) | |
| (394,000 | ) |
Distribution from equity investee | |
| 86,000 | | |
| 9,000 | |
Interest accrued on receivable from equity investee | |
| (114,000 | ) | |
| — | |
Changes in: | |
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Securities owned, at fair value | |
| (10,000 | ) | |
| 12,000 | |
Receivable from brokers | |
| 46,000 | | |
| (23,000 | ) |
Prepaid expenses and other assets | |
| 116,000 | | |
| 77,000 | |
Accounts payable and accrued liabilities | |
| (263,000 | ) | |
| 4,677,000 | |
Net cash used in operating activities | |
| (2,182,000 | ) | |
| (1,511,000 | ) |
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Cash flows from investing activities: | |
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Purchase of furniture, equipment and leasehold improvements | |
| (21,000 | ) | |
| (96,000 | ) |
Collection/Payment, net of advances made to equity investees | |
| 4,000 | | |
| (12,000 | ) |
Net cash used in investing activities | |
| (17,000 | ) | |
| (108,000 | ) |
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Net decrease in cash and cash equivalents | |
| (2,199,000 | ) | |
| (1,619,000 | ) |
Cash and cash equivalents - beginning of period | |
| 6,749,000 | | |
| 15,424,000 | |
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Cash and cash equivalents - end of period | |
$ | 4,550,000 | | |
$ | 13,805,000 | |
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Supplemental cash flow disclosures: | |
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Cash paid for: | |
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Income taxes | |
$ | 16,000 | | |
$ | 40,000 | |
See notes to condensed consolidated financial
statements.
Siebert Financial Corp. & Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six Months Ended June 30, 2015 and 2014
(Unaudited)
| 1. | Business and Basis of Presentation: |
Siebert Financial Corp. (the “Company”)
is a holding company that conducts its retail discount brokerage business through its wholly-owned subsidiary, Muriel Siebert &
Co., Inc. (“Siebert”), a Delaware corporation. Siebert’s principal activity is providing online and traditional
brokerage and related services to retail investors. In addition, in 2014 the Company began business as a registered investment
advisor through a wholly-owned subsidiary, Siebert Investment Advisors, Inc. (“SIA”). SIA offers advice to clients regarding asset allocation and the selection of investments.
The consolidated financial
statements include the accounts of the Company and its wholly owned subsidiaries Siebert, Women’s Financial Network, Inc.
(“WFN”) and SIA. All material intercompany balances and transactions have been eliminated. Investment in Siebert Brandford
Shank Financial, L.L.C. (“SBSF”) in which the Company has a 49% membership interest is accounted for by the equity
method.
The condensed
consolidated interim financial statements presented herein are unaudited and include all adjustments (consisting of normal
recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position
and results of operations of the interim periods pursuant to the rules and regulations of the Securities and Exchange
Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of
America (“U.S.”) have been condensed or omitted pursuant to SEC rules and regulations, although the Company
believes that the disclosures made are adequate to make the information not misleading. The balance sheet at December 31, 2014
has been derived from the audited consolidated statement of financial condition at that date, but does not include all
information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial
statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Because of the nature of the Company’s
business, the results of operations for the six months ended June 30, 2015 are not necessarily indicative of operating results
for the full year.
| 2. | Sale of Capital Markets Group Business: |
On November 4, 2014, the Company, which
held a 49% membership interest in, and the other members of, Siebert Brandford Shank & Co., LLC (“SBS”), contributed
their SBS membership interests into a newly formed Delaware limited liability company, Siebert Brandford Shank Financial, L.L.C.
(“SBSF”), in exchange for the same percentage interests in SBSF. On the same day, the Company entered into an Asset
Purchase Agreement (the “SCM Purchase Agreement”) with SBS and SBSF, pursuant to which the Company sold substantially all
of the Siebert Capital Markets Group (“SCM”) assets to SBSF. Pursuant to the Purchase Agreement, SBSF assumed post-closing
liabilities relating to the transferred business.
The SCM Purchase Agreement provides for
an aggregate purchase price for the disposition of $3,000,000, payable by SBSF after closing in annual installments commencing
on March 1, 2016 and continuing on each of March 1, 2017, 2018, 2019 and 2020. The transferred business was contributed by SBSF
to, and operated by SBS. The amount payable to the Company on each annual payment date will equal 50% of the net income attributable
to the transferred business recognized by SBS in accordance with generally accepted accounting principles during the fiscal year
ending immediately preceding the applicable payment date; provided that, if net income attributable to the transferred business
generated prior to the fifth annual payment date is insufficient to pay the remaining balance of the purchase price in full on
the fifth annual payment date, then the unpaid amount of the purchase price will be paid in full on March 1, 2021.
Transferred assets of SCM, consisted of
customer accounts and goodwill, which had no carrying value to the Company, and the Company recorded a gain on sale of $1,820,000 in the fourth quarter of 2014,
which reflected the fair value of the purchase obligation. Such fair value was based on the present value of estimated annual installments
to be received during 2016 through 2020 from forecasted net income of the transferred business plus a final settlement in 2021,
discounted at 11.5% (representing SBS’s weighted average cost of capital).
The discount
recorded for the purchase obligation is being amortized as interest income using an effective yield initially calculated
based on the original carrying amount of the obligation and estimated annual installments to be received. Such yield will be
adjusted in future periods to reflect actual installments received and changes in estimates of future installments. Interest
income recognized on the obligation for the three and six months periods ended June 30, 2015 amounted to approximately
$58,000 and $114,000, respectively based on a yield of approximately 12%. As a result of the Company’s continuing
involvement in the capital markets business through its 49% ownership in SBSF, results of operations of the capital market
business were not reflected as discontinued operations in the accompanying financial statements.
Securities owned are carried
at fair value with realized and unrealized gains and losses reflected in trading profits. Siebert clears all its security transactions
through unaffiliated clearing firms on a fully disclosed basis. Accordingly, Siebert does not hold funds or securities for, or
owe funds or securities to, its customers. Those functions are performed by the clearing firms.
| 4. | Fair Value of Financial Instruments: |
Authoritative accounting guidance
defines fair value, establishes a framework for measuring fair value and establishes a fair value hierarchy. Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between participants at
the measurement date. Fair value measurements are not adjusted for transaction costs. The fair value hierarchy prioritizes inputs
to valuation techniques used to measure fair value into three levels:
Level 1 –
Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 –
Inputs other than quoted prices that are observable, either directly or indirectly, and reasonably available.
Level 3 – Unobservable
inputs which reflect the assumptions that management develops based on available information about the assumptions market participants
would use in valuing the asset or liability.
The classification
of financial instruments valued at fair value as of June 30, 2015, as follows:
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Financial Instruments | |
Level
1 |
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Cash equivalents | |
$ | 5,760,000 | |
Securities | |
| 498,000 | |
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$ | 6,258,000 | |
Cash equivalents primarily represent
investments in money market funds. Securities consist of common stock valued on the last business day of the period at the last
available reported sales price on the primary securities exchange.
Basic earnings (loss) per
share is calculated by dividing net income (loss) by the weighted average outstanding common shares during the period.
Diluted earnings per share is calculated by dividing net income by the number of shares outstanding under the basic
calculation and adding all dilutive securities, which consist of options. The Company incurred a net loss for the three and
six months ended both June 30, 2015 and June 30, 2014. Accordingly, basic and diluted net loss per common share are the same
for each period as the effect of stock options is anti-dilutive. Shares underlying stock options not included in the diluted
computation amounted to 265,000 in 2015 and 2014.
Siebert is subject to the SEC’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 5% of aggregate debits. As of June 30, 2015, Siebert had net capital of approximately $3,472,000 as compared with net
capital requirements of $250,000. Siebert claims exemptions from the reserve requirement under section 15c3-3(k)(2)(ii).
Commission revenues and related
clearing expenses are recorded on a trade-date basis. Fees, consisting principally of revenue participation with the Company’s
clearing broker in distribution fees and interest are recorded as earned.
Investment banking revenue includes
gains and fees, net of syndicate expenses, arising from underwriting syndicates in which the Company participates. Investment banking
management fees are recorded on the offering date, sales concessions on the settlement date and underwriting fees at the time the
underwriting is completed and the income is reasonably determinable.
Trading profits are also recorded
on a trade-date basis and principally represent riskless principal transactions in which the Company, after receiving an order,
buys or sells securities as principal and at the same time sells or buys the securities with a markup or markdown to satisfy the
order.
Interest is recorded on an accrual
basis and dividends are recorded on the ex-dividend date.
On January 22, 2008, the Board
of Directors of the Company authorized a buy back of up to 300,000 shares of common stock. Shares will be purchased from time to
time, at management’s discretion, in the open market and in private transactions. The Company did not purchase any shares
during the three and six months ended June 30, 2015.
At June 30, 2015, there are 265,000
outstanding options at a weighted average exercise price of $3.02, which were fully vested and exercisable. As of June 30, 2015,
there were no unrecognized compensation costs.
| 9. | Investment in and advances to affiliate |
Siebert, Brandford, Shank
Financial., L.L.C. (“SBSF”)
Siebert and two individuals (the
“Principals”) formed SBS, a wholly-owned subsidiary of SBSF, to succeed to the tax-exempt
underwriting business of the Siebert Brandford Shank division of Siebert (See note 2). The agreement with the principals provides
that profits will be allocated 51% to the Principals and 49% to Siebert. Income or loss from SBS is considered to be integral to Siebert’s
operations and material to the results of operations.
Summarized financial data of
SBSF and SBS is set forth below.
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SBSF | | |
SBS | |
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June
30, 2015 | | |
June
30, 2014 | |
Total assets, including secured demand note of $1,200,000 due from Siebert | |
$ | 32,104,000 | | |
| | |
Total liabilities, including purchase obligation
of $1,971,000, advance payable of $100,000, and subordinated liabilities of $1,200,000 due to Siebert | |
| 15,724,000 | | |
| | |
Total members’ capital | |
| 16,380,000 | | |
| | |
Regulatory minimum net capital requirement | |
| 250,000 | | |
| | |
Six months ended: | |
| | | |
| | |
Total revenues | |
$ | 13,969,000 | | |
$ | 12,384,000 | |
Net income (loss) | |
| 495,000 | | |
| 810,000 | |
Three months ended: | |
| | | |
| | |
Total revenues | |
| 9,919,000 | | |
| 4,649,000 | |
Net income (loss) | |
| 2,014,000 | | |
| (671,000 | ) |
Siebert charged SBS $50,000 for
each of the six months ended June 30, 2015 and 2014, and $25,000 for each of the three months ended June 30, 2015 and 2014, respectively,
for general and administrative services, which Siebert believes approximates the cost of furnishing such services.
Siebert’s share of SBSF’s consolidated net income
for the three and six months ended June 30, 2015, respectively amounted to $1,045,000, net of interest income from the receivable
from the SCM sale to SBSF of $58,000, and $357,000, net of interest income from the receivable from the SCM sale to SBSF of $114,000.
Siebert’s share of SBS’s net loss for the three months ended June 30 2014 amounted to $332,000 and its share of SBS’s
net income for the six months ended June 30, 2014 amounted to $354,000.
Siebert made a collections of $361,000, net of $357,000 of advances to SBS, during the six months ended
June 30, 2015. Siebert received a distribution from SBSF of $86,000 during the six months ended June 30, 2015, and Siebert’s
share of undistributed earnings of SBSF amounted to $7.6 million at June 30, 2015. Such amount 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
among Siebert and the Principals and SBS’s continued compliance with its regulatory net capital requirements.
SBS Financial Products Company,
LLC (“SBSFPC”)
Pursuant to the terms of an Operating Agreement,
Siebert and each of the Principals owned a 33.33% interest in SBSFPC which engaged in derivatives transactions related to the municipal
underwriting business. The Operating Agreement provides that income/(loss) be shared 66.66% by the Principals and 33.33% by Financial.
For the three and six months ended June 30, 2014, SBSFPC had nominal activity and ceased operations in December 2014.
| 10. | Contingencies and Commitments: |
In July 2014, the Company
entered into a settlement agreement with respect to a dispute with a former employee, which arose in a prior year. Pursuant
to the settlement, the Company paid $4,300,000 to the former employee, and all claims and counterclaims have been dismissed
and released. The accompanying financial statements for the three and six months ended June 30, 2014 reflect a charge and
related liability to give effect to the settlement.
Retail customer transactions
are cleared through clearing brokers on a fully disclosed basis. If customers do not fulfill their contractual obligations, the
clearing broker may charge Siebert for any loss incurred in connection with the purchase or sale of securities at prevailing market
prices to satisfy the customer obligations. Siebert regularly monitors the activity in its customer accounts for compliance with
its margin requirements. Siebert is exposed to the risk of loss on unsettled customer transactions if customers are unable to fulfill
their contractual obligations. There were no material losses for unsettled customer transactions for the six months ended June
30, 2015 and 2014.
Siebert is party to certain claims,
suits and complaints arising in the ordinary course of business. In the opinion of management all such claims, suits and complaints
are without merit, or involve amounts which would not have a material effect on the financial position or results of operations
of the Company.
Siebert is party to a Secured
Demand Note Collateral Agreement, as amended on July 29, 2013, with SBS which obligates Siebert to lend SBS, on a subordinated
basis, up to $1,200,000. The secured demand note payable held by SBS and a related $1,200,000 receivable due from SBS are included
in investments in and advances to equity investees in the accompanying consolidated statements of financial condition. Amounts
that Siebert is obligated to lend under this arrangement are collateralized by cash equivalents of $1,532,000. Any amounts loaned
will bear interest at 4% per annum and are repayable on August 31, 2015.
No tax benefit has
been recognized for the loss in the 2015 and 2014 periods as the Company has provided a valuation allowance to fully offset
the related deferred tax asset for the loss carryforward as realization of such asset is not considered more likely than not
due to cumulative losses incurred by the Company and its subsidiaries during the prior three years.
| Item 2. | Management’s Discussion and Analysis of Financial
Condition and Results of Operations |
This discussion should be read
in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2014, and the unaudited
consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.
Business Environment
Our working capital
is invested primarily in money market funds, so that liquidity has not been materially affected. The stock market has
improved in the six months ended June 30, 2015, however our revenue has not improved during this period. Our affiliate,
Siebert, Brandford, Shank & Co., L.L.C. (“SBS”) had income for the current six months period of approximately
$495,000. This resulted in income to the Company of $357,000 net of interest income on the receivable from the Siebert Capital Markets division sale to SBS of $114,000 for the current six month period. Our expenses in 2014 include the costs and loss
related to an arbitration proceeding commenced by a former employee following the termination of his employment which was
settled in July 2014. The costs of defense, which are included as professional expenses during 2014 and related loss on
settlement accrued for the three and six month periods ended June 30, 2014, adversely affected the Company’s result of
operations in 2014. Competition in the brokerage industry remains intense.
The following table sets forth
certain metrics as of June 30, 2015 and 2014 and for the three and six months ended June 30, 2015 and 2014, respectively, which
we use in evaluating our business.
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For the Three Months ended June 30, | |
For the Six Months ended June 30, |
Retail Customer Activity: | |
2015 | |
2014 | |
2015 | |
2014 |
| |
| | | |
| | | |
| | | |
| | |
Total retail trades: | |
| 59,852 | | |
| 67,102 | | |
| 128,394 | | |
| 147,884 | |
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| | | |
| | | |
| | | |
| | |
Average commission per retail trade: | |
$ | 18.68 | | |
$ | 19.64 | | |
$ | 20.14 | | |
$ | 19.93 | |
| | |
| | | |
| |
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As of June 30, | |
| |
2015 |
| |
2014 |
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Retail customer balances: | |
| | | |
| | |
Retail customer net worth (in billions): | |
$ | 7.2 | | |
$ | 7.5 | |
Retail customer money market fund value (in billions): | |
$ | 1.0 | | |
$ | 1.0 | |
Retail customer margin debit balances (in millions): | |
| 264.1 | | |
$ | 251.3 | |
Retail customer accounts with positions: | |
| 32,038 | | |
| 34,360 | |
Description:
| • | Total retail trades represent retail trades that generate commissions. |
| • | Average commission per retail trade represents the average commission generated for all types of
retail customer trades. |
| • | Retail customer net worth represents the total value of securities and cash in the retail customer
accounts before deducting margin debits. |
| • | Retail customer money market fund value represents all retail customers accounts invested in money
market funds. |
| • | Retail customer margin debits balances represent credit extended to our customers to finance their
purchases against current positions. |
| • | Retail customer accounts with positions represent retail customers with cash and/or securities
in their accounts. |
Like other securities
firms, we are 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 our 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 November 4, 2014,
the Company, which held a 49% membership interest in, and the other members of, Siebert Brandford Shank & Co., LLC (“SBS”),
contributed their SBS membership interests into a newly formed Delaware limited liability company, Siebert Brandford Shank Financial,
L.L.C. (“SBSF”), in exchange for the same percentage interests in SBSF. On the same day, the Company entered into an
Asset Purchase Agreement (the “SCM Purchase Agreement”) with SBS and SBSF, pursuant to which the Company sold substantially
all of the assets relating to the Company’s capital markets business to SBSF. Pursuant to the SCM Purchase Agreement, SBSF
assumed post-closing liabilities relating to the transferred business.
The SCM Purchase Agreement
provides for an aggregate purchase price for the disposition of $3,000,000, payable by SBSF after closing in annual installments
commencing on March 1, 2016 and continuing on each of March 1, 2017, 2018, 2019 and 2020. The transferred business was contributed
by SBSF to, and operated by SBS. The amount payable to the Company on each annual payment date will equal 50% of the net income
attributable to the transferred business recognized by SBS in accordance with generally accepted accounting principles during the
fiscal year ending immediately preceding the applicable payment date; provided that, if net income attributable to the transferred
business generated prior to the fifth annual payment date is insufficient to pay the remaining balance of the purchase price in
full on the fifth annual payment date, then the unpaid amount of the purchase price will be paid in full on March 1, 2021.
Transferred assets
of the Company’s capital markets business consisted of issuer relationships and goodwill, which assets had no carrying value
to the Company, and the Company recorded a gain on sale of $ 1,820,000, which reflected the fair value of the purchase obligation.
Such fair value (Level 3) was based on the present value of estimated annual installments to be received during 2016 through 2020
from forecasted net income of the transferred business plus a final settlement in 2021, discounted at 11.5% (representing SBS’s
weighted average cost of capital).
The discount recorded
for the purchase obligation will be amortized as interest income using an effective yield, initially calculated based on the original
carrying amount of the obligation and estimated annual installments to be received and adjusted in future periods to reflect actual
installments received and changes in estimates of future installments. Interest income recognized on the obligation for the period
ended June 30, 2015 amounted to approximately $114,000 based on a yield of approximately 12%.
As a result of the Company’s continuing involvement in the capital markets business through its
49% ownership in SBSF, results of operations of the capital markets business and the gain on sale were not reflected as discontinued
operations in the accompanying statement of operations.
On January 23, 2008,
the Board of Directors of the Company authorized a buy back of up to 300,000 shares of common stock. Shares will be purchased from
time to time, in our discretion, in the open market and in private transactions. During the six months ended June 30, 2015, the
Company did not purchase any shares.
Critical Accounting Policies
We generally follow
accounting policies standard in the brokerage industry and believe that our policies appropriately reflect our financial position
and results of operations. Our management makes significant estimates that affect the reported amounts of assets, liabilities,
revenues and expenses and the related disclosure of contingent assets and liabilities included in the financial statements. The
estimates relate primarily to revenue and expense items in the normal course of business as to which we receive no confirmations,
invoices, or other documentation at the time the books are closed for a period. We use our best judgment, based on our knowledge
of these revenue transactions and expenses incurred, to estimate the amounts of such revenue and expense. We are not aware of any
material differences between the estimates used in closing our books for the last five years and the actual amounts of revenue
and expenses incurred when we subsequently receive the actual confirmations, invoices or other documentation. Estimates are also
used in determining the useful lives of intangible assets, and the fair market value of intangible assets and securities. Our management
believes that its estimates are reasonable.
Results of Operations
We had a net loss of
$407,000 and $1,941,000 for the three months and six months ended June 30, 2015, respectively.
Three Months Ended June 30, 2015
Compared to Three Months Ended June 30, 2014
Total revenues for
the three months ended June 30, 2015 were $2.0 million, a decrease of $1,659,000 or 44.8% from the same period in 2014.
Commission and fee
income for the three months ended June 30, 2015 was $1.9 million, a decrease of $719,000 or 27.3% from the same period in 2014,
primarily due to a decrease in retail customer trading and ticket average, commission recapture business, institutional participation,
and debt market opportunities offset by an increase in margin debit rebates as a result of higher margin debit balances. The two
events that caused these decreases in institutional participation were the Siebert Capital Markets division sale to our affiliate
on November 4, 2014 and our commission recapture business closing down operations on September 30, 2014.
Investment banking
revenues for the three months ended June 30, 2015 were $11,000, a decrease of $699,000 or 98.5% from the same period in 2014 due
to our Siebert Capital Markets division sale to our affiliate on November 04, 2014.
Trading profits were
$102,000 for the three months ended June 30, 2015, a decrease of $241,000 or 70.3% from the same period in 2014 due to an overall
decrease in trading volume primarily in the debt markets.
Interest and dividends
for the three months ended June 30, 2015 and June 30, 2014 were $15,000.
Total expenses for
the three months ended June 30, 2015 were $3.5 million, a decrease of $6.0 million or 63.0% from the same period in 2014.
Employee compensation
and benefit costs for the three months ended June 30, 2015 were $1.3 million, a decrease $693,000 or 35.0% from the same period
in 2014 due to a decrease in commissions and bonus based on production in the capital markets due to our Siebert Capital Markets
division sale to our affiliate on November 4, 2014. In addition, savings resulted from a lower headcount in 2015.
Clearing and floor
brokerage costs for the three months ended June 30, 2015 were $284,000, a decrease of $169,000 or 37.3% from the same period in
2014 primarily due to lower retail customer trading volumes, as well as our commission recapture business closing down operations
on September 30, 2014.
Professional fees for
the three months ended June 30, 2015, were $1.0 million, a decrease of $543,000 or 34.5% from the same period in 2014 primarily
due to decreases in legal fees relating to a dispute with a former employee settled in July 2014.
Loss related to arbitration
settlement with a former employee for the three months ended June 30, 2014 amounted to $4.3 million.
Advertising and promotion
expenses for the three months ended June 30, 2015 were $57,000, an increase of $5,000 or 9.6% from the same period in 2014 due
to an increase in online advertising.
Communications expense
for the three months ended June 30, 2015, was $163,000, a decrease of $89,000 or 35.3% from the same period in 2014 primarily due
to savings from a lower headcount in 2015 due to our Siebert Capital Markets division sale to our affiliate on November 04, 2014.
Occupancy costs for
the three months ended June 30, 2015 were $203,000, a decrease of $6,000 or 2.9% from the same period in 2014 due to the closing
of our West Palm Beach office effective March 31, 2014.
Other general and administrative
expenses for the three months ended June 30, 2015 were $473,000, a decrease of $157,000 or 24.9% from the same period in 2014 due
to a decrease in depreciation, travel and entertainment, and transportation offset by an increase in D&O insurance and office
expenses.
Income from Siebert’s
equity investment in SBSF (an entity in which Siebert holds a 49% equity interest), for the three months ended June 30, 2015, was
$1.0 million which includes interest on the receivable of $58,000 from the Siebert Capital Markets division sale to SBS, compared to a loss of $332,000 from
the same period in 2014 due to SBS participating in more senior managed and co-managed transactions.
No tax benefit related
to the pre-tax loss was recorded for the three months ended June 30, 2015 and June 30, 2014 due to the recording of a full valuation
allowance to offset deferred tax assets based on recent losses and the likelihood of realization of such assets.
Six Months Ended June 30, 2015 Compared
to Six Months Ended June 30, 2014
Total revenues for
the six months ended June 30, 2015 were $4.6 million, a decrease of $2.8 million or 37.8% from the same period in 2014.
Commission and fee
income for the six months ended June 30, 2015 was $4.3 million, a decrease of $1.3 million 23.5% from the same period in 2014 due
to a decrease in retail customer trading, commission recapture business, institutional participation, and debt market opportunities
offset by an increase in margin debit rebates as a result of higher margin debit balances. The two events that caused these decreases
in institutional participation were the Siebert Capital Markets division sale to our affiliate on November 4, 2014 and our commission
recapture business closing down operations on September 30, 2014.
Investment banking
revenues for the six months ended June 30, 2015 were $19,000, a decrease of $1.1 million or 98.3% from the same period in 2014
due to our Siebert Capital Markets division sale to our affiliate on November 4, 2015.
Trading profits were
$271,000 for the six months ended June 30, 2015, a decrease of $361,000 or 57.1% from the same period in 2014 due to an overall
decrease in trading volume in the debt markets.
Interest and dividends
for the six months ended June 30, 2015 and June 30, 2014 were $29,000.
Total expenses for
the six months ended June 30, 2015 were $6.9 million, a decrease of $7.0 million or 50.2% from the same period in 2014.
Employee compensation
and benefit costs for the six months ended June 30, 2015 were $2.7 million, a decrease of $1.2 million or 31.1% from the same period
in 2014 due to a decrease in commissions and bonus based on production in the capital markets due to our Siebert Capital Markets
division sale to our affiliate on November 4, 2014. In addition, savings resulted from a lower headcount in 2015.
Clearing and floor
brokerage costs for the six months ended June 30, 2015 were $685,000 a decrease of $290,000 or 29.7% from the same period in 2014
primarily due to lower retail customer trading volumes, as well as our commission recapture business closing down operations on
September 30, 2014.
Professional fees for
the six months ended June 30, 2015 were $1.8 million, a decrease of $547,000 or 23.4% from the same period in 2014 primarily due
to decreases in legal fees relating to a dispute with a former employee settled in July 2014.
Loss related to arbitration
settlement with a former employee for the six months ended June 30, 2014 amounted to $4.3 million.
Advertising and promotion
expenses for the six months ended June 30, 2015 were $121,000, a decrease of $1,000 or 0.8% from the same period in 2014 primarily
due to a decrease in public relations costs.
Communications expense
for the six months ended June 30, 2015 were $322,000, a decrease of $200,000 or 38.3% from the same period in 2014 primarily due
to savings from a lower headcount in 2015 due to our Siebert Capital Markets division sale to our affiliate on November 4, 2014.
Occupancy costs
for the six months ended June 30, 2015 were $406,000, a decrease of $46,000 or 10.2% from the same period in 2014 due to the
closing of our West Palm Beach office effective March 31, 2014. In addition our Jersey City branch had lower operating
expenses in 2015.
Other general and administrative
expenses for the six months ended June 30, 2015 were $879,000, a decrease of $348,000 or 28.4% from the same period in 2014 due
to a decrease in depreciation, travel and entertainment, repairs and transportation offset by an increase in D&O insurance
and office expenses.
Income from Siebert’s
equity investment in SBSF (an entity in which Siebert holds a 49% equity interest), for the six months ended June 30, 2015, was
$357,000, which includes interest on receivable of $114,000 from the Siebert Capital Markets division sale to SBS, compared to income of $394,000 from the same
period in 2014 due to SBS participating in less senior managed and co-managed transactions.
No tax benefit related
to the pre-tax loss was recorded for the six months ended June 30, 2015 and June 30, 2014 due to the recording of a full valuation
allowance to offset deferred tax assets based on recent losses and the likelihood of realization of such assets.
Liquidity and Capital Resources
Our total assets at
June 30, 2015 were $18.5 million. As of that date, we regarded $4.6 million, or 24.6%, of total assets as highly liquid.
Siebert is subject
to the net capital requirements of the SEC, the NYSE and other regulatory authorities. At June 30, 2015, Siebert’s regulatory
net capital was approximately $3.5 million, $3.2 million in excess of its minimum capital requirement of $250,000.
On January 22, 2008,
the Board of Directors of the Company authorized a buy back of up to 300,000 shares of common stock. During the six months ended
June 30, 2015, no shares were purchased.
Siebert has entered
into a Secured Demand Note Collateral Agreement with SBS under which Siebert is obligated to lend to SBS up to $1.2 million on
a subordinated basis collateralized by cash equivalents of approximately $1.5 million as of June 30, 2015. Amounts obligated to
be loaned by Siebert under the facility are reflected on our balance sheet as “cash equivalents – restricted”.
SBS pays Siebert interest on this amount at the rate of 4% per annum. The facility expires on August 31, 2015 at which time SBS
is obligated to repay to Siebert any amounts borrowed by SBS thereunder.
Item 3. Quantitative and Qualitative
Disclosures about Market Risk
Working capital is
generally invested temporarily in dollar denominated money market funds. These investments are not subject to material changes
in value due to interest rate movements.
Retail customer transactions
are cleared through clearing brokers on a fully disclosed basis. If customers do not fulfill their contractual obligations, the
clearing broker may charge Siebert for any loss incurred in connection with the purchase or sale of securities at prevailing market
prices to satisfy the customers’ obligations. Siebert regularly monitors the activity in its customer accounts for compliance
with its margin requirements. Siebert is exposed to the risk of loss on unsettled customer transactions if customers and other
counter-parties are unable to fulfill their contractual obligations. There were no material losses for unsettled customer transaction
as of June 30, 2015.
Item 4. Controls and Procedures
We carried out an evaluation,
under the supervision and with the participation of our Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered
by this report pursuant to Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange of 1934, as amended. Based on that evaluation,
our Chief Financial Officer concluded that our disclosure controls and procedures
are effective to ensure that the information we are required to disclose in reports that we file or submit under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules
and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and
communicated to our Chief Financial Officer, to allow timely decisions regarding
timely disclosure.
There were no changes
in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in various routine lawsuits
of a nature deemed to be customary and incidental to our business. In the opinion of management, the ultimate disposition of such
actions will not have a material adverse effect on the Company’s financial position or results of operations.
In July 2014, the Company entered into
a settlement agreement with respect to a dispute with a former employee, which arose in a prior year. Pursuant to the settlement,
the Company paid $4,300,000 to the former employee, and all claims and counterclaims have been dismissed and released.
Item 1A. Risk Factors
In addition to the other information set
forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2014, which could materially affect our business, financial position
and results of operations. There are no material changes from the risk factors set forth in Part I, Item 1A, “Risk Factors,”
of our Annual Report on Form 10-K for the year ended December 31, 2014.
Item 2. Unregistered Sale of Equity
Securities and Use of Proceeds
On January 23, 2008, our Board of Directors
authorized the repurchase of up to 300,000 shares of our common stock. Shares will be purchased from time to time, in our discretion,
in the open market and in private transactions. There is no expiration date for our stock repurchase plan.
We did not purchase
shares in the second quarter of 2015.
Item 6. Exhibits
| 31.1 | Certification of Joseph M. Ramos,
Jr. pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Joseph M. Ramos,
Jr.of Periodic Financial Report under Section 906 of the Sarbanes-Oxley Act of 2002. |
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.
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SIEBERT FINANCIAL CORP. |
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By: |
/s/ Joseph M. Ramos, Jr. |
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Joseph M. Ramos, Jr.
Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Secretary
(Principal executive, financial and accounting officer) |
|
Dated: August 14, 2015 |
Exhibit 31.1
CERTIFICATION
PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph M. Ramos, Jr., certify that:
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(1) I
have reviewed this quarterly report on Form 10-Q of Siebert Financial
Corp.;
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(2) Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
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(3) Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
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(4) I am responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
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a. Designed
such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
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b. Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
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c. Evaluated
the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
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d. Disclosed
in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and
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(5) I have disclosed, based on my most
recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of the registrants board of
directors (or persons performing the equivalent functions):
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a. All
significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize and
report financial information; and
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b. Any
fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over
financial reporting.
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Date: August 14, 2015
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By:
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/s/ Joseph
M. Ramos, Jr.
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Joseph M. Ramos, Jr.
|
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Executive Vice President, Chief Operating
Officer,
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Chief Financial
Officer and Secretary
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(Principal executive, financial and accounting
officer)
|
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Siebert Financial Corp. (the “Company”)
on Form 10-Q for the quarterly period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), I, Joseph M. Ramos, Jr., in my capacity as Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Secretary of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906
of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The
Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2. The
information contained in the Report fairly presents, in all material respects, the financial condition of the Company at the
end of the period covered by the Report and the results of operations of the Company for the period covered by the
Report.
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/s/ Joseph M. Ramos, Jr.
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Dated: August 14, 2015
|
Joseph M. Ramos, Jr.
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Executive Vice President, Chief Operating Officer,
|
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Chief Financial Officer and Secretary
|
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|
(Principal executive, financial
and accounting officer) |
A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Siebert Financial Corp. and will be retained by Siebert Financial Corp. and furnished
to the Securities and Exchange Commission or its staff upon request.
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