Part I - FINANCIAL
INFORMATION
Item 1. Financial Statements
Siebert Financial Corp. &
Subsidiaries
Condensed Consolidated Statements
of Financial Condition
|
|
June 30,
2018
|
|
|
December 31,
2017
|
|
|
|
(unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
6,686,000
|
|
|
$
|
3,765,000
|
|
Receivable from brokers
|
|
|
2,457,000
|
|
|
|
1,396,000
|
|
Prepaid expenses and other assets
|
|
|
432,000
|
|
|
|
234,000
|
|
Furniture, equipment, and leasehold improvements, net
|
|
|
406,000
|
|
|
|
347,000
|
|
Securities owned, at fair value
|
|
|
329,000
|
|
|
|
—
|
|
Receivable from related party
|
|
|
—
|
|
|
|
283,000
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,310,000
|
|
|
$
|
6,025,000
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
678,000
|
|
|
$
|
561,000
|
|
Income tax payable
|
|
|
598,000
|
|
|
|
125,000
|
|
Payable to clearing broker
|
|
|
329,000
|
|
|
|
—
|
|
Due to related party
|
|
|
—
|
|
|
|
127,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,605,000
|
|
|
|
813,000
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock, $.01 par value; 49,000,0000 shares authorized, 27,157,188 shares issued and outstanding as of June 30, 2018 and December 31, 2017
|
|
|
271,000
|
|
|
|
271,000
|
|
Additional paid-in capital
|
|
|
7,641,000
|
|
|
|
7,641,000
|
|
Retained earnings/(Accumulated deficit)
|
|
|
793,000
|
|
|
|
(2,700,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
8,705,000
|
|
|
|
5,212,000
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,310,000
|
|
|
$
|
6,025,000
|
|
See notes to condensed
consolidated financial statements.
Siebert Financial Corp. &
Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited)
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Margin interest, marketing and distribution fees
|
|
$
|
2,687,000
|
|
|
$
|
1,545,000
|
|
|
$
|
5,222,000
|
|
|
$
|
2,626,000
|
|
Commissions and fees
|
|
|
2,512,000
|
|
|
|
1,037,000
|
|
|
|
5,186,000
|
|
|
|
2,219,000
|
|
Principal transactions
|
|
|
2,263,000
|
|
|
|
98,000
|
|
|
|
5,204,000
|
|
|
|
206,000
|
|
Interest and dividends
|
|
|
24,000
|
|
|
|
3,000
|
|
|
|
35,000
|
|
|
|
5,000
|
|
Advisory fees
|
|
|
2,000
|
|
|
|
6,000
|
|
|
|
18,000
|
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue
|
|
|
7,488,000
|
|
|
|
2,689,000
|
|
|
|
15,665,000
|
|
|
|
5,068,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee compensation and benefits
|
|
|
3,289,000
|
|
|
|
1,000,000
|
|
|
|
6,951,000
|
|
|
|
2,038,000
|
|
Clearing fees, including floor brokerage
|
|
|
679,000
|
|
|
|
304,000
|
|
|
|
1,581,000
|
|
|
|
568,000
|
|
Other general and administrative
|
|
|
675,000
|
|
|
|
393,000
|
|
|
|
1,224,000
|
|
|
|
744,000
|
|
Professional fees
|
|
|
487,000
|
|
|
|
468,000
|
|
|
|
1,095,000
|
|
|
|
893,000
|
|
Occupancy
|
|
|
247,000
|
|
|
|
79,000
|
|
|
|
489,000
|
|
|
|
221,000
|
|
Communications
|
|
|
154,000
|
|
|
|
55,000
|
|
|
|
249,000
|
|
|
|
135,000
|
|
Advertising and promotion
|
|
|
21,000
|
|
|
|
25,000
|
|
|
|
34,000
|
|
|
|
45,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses
|
|
|
5,552,000
|
|
|
|
2,324,000
|
|
|
|
11,623,000
|
|
|
|
4,644,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
|
1,936,000
|
|
|
|
365,000
|
|
|
|
4,042,000
|
|
|
|
424,000
|
|
Provision for income taxes
|
|
|
137,000
|
|
|
|
—
|
|
|
|
550,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
1,799,000
|
|
|
$
|
365,000
|
|
|
$
|
3,492,000
|
|
|
$
|
424,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share of Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
.07
|
|
|
$
|
.02
|
|
|
$
|
.13
|
|
|
$
|
.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
27,157,188
|
|
|
|
22,085,126
|
|
|
|
27,157,188
|
|
|
|
22,085,126
|
|
See notes to
condensed consolidated financial statements.
Siebert Financial Corp. &
Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
|
Six Months Ended
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
3,492,000
|
|
|
$
|
424,000
|
|
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
50,000
|
|
|
|
71,000
|
|
|
|
|
|
|
|
|
|
|
Changes in:
|
|
|
|
|
|
|
|
|
Securities owned, at fair value
|
|
|
(329,000
|
)
|
|
|
92,000
|
|
Receivable from brokers
|
|
|
(1,061,000
|
)
|
|
|
(290,000
|
)
|
Payable to clearing broker
|
|
|
329,000
|
|
|
|
—
|
|
Prepaid expenses and other assets
|
|
|
(198,000
|
)
|
|
|
61,000
|
|
Income tax payable
|
|
|
474,000
|
|
|
|
—
|
|
Due to related party
|
|
|
(127,000
|
)
|
|
|
—
|
|
Receivable from related party
|
|
|
283,000
|
|
|
|
—
|
|
Accounts payable and accrued liabilities
|
|
|
117,000
|
|
|
|
(431,000
|
)
|
Other assets
|
|
|
—
|
|
|
|
(125,000
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by/(used in) operating activities
|
|
|
3,030,000
|
|
|
|
(198,000
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of furniture, equipment, and leasehold improvements
|
|
|
(109,000
|
)
|
|
|
(268,000
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(109,000
|
)
|
|
|
(268,000
|
)
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents
|
|
|
2,921,000
|
|
|
|
(466,000
|
)
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - beginning of period
|
|
|
3,765,000
|
|
|
|
2,730,000
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - end of period
|
|
$
|
6,686,000
|
|
|
$
|
2,264,000
|
|
|
|
|
|
|
|
|
|
|
Supplemental Schedule Of Non-Cash Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment by related party of expenses
|
|
$
|
—
|
|
|
$
|
803,000
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes paid
|
|
$
|
76,662
|
|
|
$
|
37,893
|
|
See notes to
condensed consolidated financial statements.
Siebert Financial Corp. &
Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six Months Ended June 30, 2018 and 2017
(unaudited)
1.
|
Business
and Basis of Presentation
|
Siebert
Financial Corp. (“SFC”), a New York corporation, incorporated in 1934, is a holding company that conducts its retail
discount brokerage business through its wholly-owned subsidiary, Muriel Siebert & Co., Inc. (“MSCO”), a Delaware
corporation and registered broker-dealer, and its investment advisory business through its wholly-owned subsidiary, Siebert AdvisorNXT,
Inc. (“NXT”), a New York corporation registered with the Securities and Exchange Commission (“SEC”) as
a Registered Investment Advisor (“RIA”), and its insurance business through its wholly-owned subsidiary, Park Wilshire
Companies Inc. (“PWC”), a registered Texas corporation and licensed insurance agency. For purposes of this Quarterly
Report on Form 10-Q, the terms “Siebert,” “Company,” “we,” “us,” and “our”
refer to Siebert Financial Corp., MSCO, NXT, and PWC collectively, unless the context otherwise requires.
Our
principal offices are located at 120 Wall Street, New York, NY 10005, and our phone number is (212) 644-2400. Our Internet address
is www.siebertnet.com. Our SEC filings are available through our website at www.siebertnet.com, where investors are able to obtain
copies of the Company’s public filings free of charge. Our common stock (“Common Stock”), par value $.01 per
share, trades on the NASDAQ Capital Market under the symbol “SIEB.”
The
condensed consolidated financial statements presented herein are unaudited and include all adjustments (consisting of normal recurring
adjustments) which are, in the opinion of our 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 SEC. Certain information and footnote disclosures
normally included in consolidated 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 the SEC rules and regulations,
although the Company believes that the disclosures made are adequate to make the information not misleading. The balance sheet
as of December 31, 2017 has been derived from the consolidated statements 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 our Annual Report on Form 10-K
for the year ended December 31, 2017 (“2017 Form 10-K”). Due to the nature of our business, the results of operations
for the three months and six months ended June 30, 2018 are not necessarily indicative of operating results for the full year.
As
further disclosed in our 2017 Form 10-K, the Company acquired certain retail broker-dealer assets of StockCross Financial Services,
Inc. (“StockCross”), an affiliate of the Company. The impact of this acquisition has resulted in a significant improvement
in operations for the three months and the six months ended June 30, 2018 as compared to the three months and the six months ended
June 30, 2017.
Basic
earnings per share is calculated by dividing net income by the weighted average of the number of outstanding common shares during
the period. The Company had net income of $1,799,000 for the three months ended June 30, 2018 as compared to net income of $365,000
for the three months ended June 30, 2017. The Company had net income of $3,492,000 for the six months ended June 30, 2018 as compared
to net income of $424,000 for the six months ended June 30, 2017.
MSCO
is subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1 or “Uniform Net Capital Rule”), which requires
the maintenance of minimum net capital. MSCO has elected to use the alternative method, permitted by the Uniform Net Capital Rule,
which requires that MSCO maintain minimum net capital, as defined, equal to the greater of $250,000 or 2% of aggregate debit balances
arising from customer transactions, as defined. The Uniform Net Capital Rule also provides that equity capital may not be withdrawn
or cash dividends paid if the resulting net capital would be less than 5% of aggregate debits. As of June 30, 2018, MSCO had net
capital of $7,672,000 as compared with net capital requirement of $250,000. MSCO claims exemption from the reserve requirement
under Section 15c3-3(k)(2)(ii).
On
January 1, 2018, we adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606
by applying the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under
Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for
the prior period.
The
adoption of FASB ASC Topic 606 did not have an impact on the recognition of our primary sources of revenue such as principal transactions,
commissions and fees, as well as margin interest, marketing and distribution fees. The timing of recognition of substantially
all of our remaining revenue was also not impacted, and we therefore did not record any cumulative effect adjustment to opening
equity.
Disaggregation
of Revenue
Below
is a breakdown of the Company’s revenue:
|
|
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
Revenue Stream
|
|
Statements of Operations
Classification
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Revenue from Principal transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal transactions – non StockCross
|
|
Principal transactions
|
|
$
|
505,000
|
|
|
$
|
98,000
|
|
|
$
|
1,077,000
|
|
|
$
|
206,000
|
|
Principal transactions attributed to assets acquired from StockCross
|
|
Principal transactions
|
|
|
1,758,000
|
|
|
|
—
|
|
|
|
4,127,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue from Principal transactions
|
|
|
|
|
2,263,000
|
|
|
|
98,000
|
|
|
|
5,204,000
|
|
|
|
206,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from Commissions and fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions and fees – non StockCross
|
|
Commissions and fees
|
|
|
2,162,000
|
|
|
|
1,037,000
|
|
|
|
4,117,000
|
|
|
|
2,219,000
|
|
Commissions and fees attributed to assets acquired from StockCross
|
|
Commissions and fees
|
|
|
350,000
|
|
|
|
—
|
|
|
|
1,069,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue from Commissions and fees
|
|
|
|
|
2,512,000
|
|
|
|
1,037,000
|
|
|
|
5,186,000
|
|
|
|
2,219,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from Margin interest, marketing and distribution fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Margin interest, marketing and distribution fees – non StockCross
|
|
Margin interest, marketing and distribution fees
|
|
|
2,312,000
|
|
|
|
1,545,000
|
|
|
|
4,640,000
|
|
|
|
2,626,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Margin interest, marketing and distribution fees attributed to assets acquired from StockCross
|
|
Margin interest, marketing and distribution fees
|
|
|
375,000
|
|
|
|
—
|
|
|
|
582,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue from Margin interest, marketing and distribution fees
|
|
Margin interest, marketing and distribution fees
|
|
|
2,687,000
|
|
|
|
1,545,000
|
|
|
|
5,222,000
|
|
|
|
2,626,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividends – non StockCross
|
|
Interest and dividends
|
|
|
24,000
|
|
|
|
3,000
|
|
|
|
35,000
|
|
|
|
5,000
|
|
Advisory fees – non StockCross
|
|
Advisory fees
|
|
|
2,000
|
|
|
|
6,000
|
|
|
|
18,000
|
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue
|
|
Total Revenue
|
|
$
|
7,488,000
|
|
|
$
|
2,689,000
|
|
|
$
|
15,665,000
|
|
|
$
|
5,068,000
|
|
Principal
transactions are recorded on a trade-date basis and primarily represent riskless principal transactions in which the Company,
after receiving an order, buys or sells securities as principal and at the same time buys or sells the securities with a markup
or markdown to complete the order.
Commission
and fees, margin interest, marketing and distribution fees, and related clearing expenses are recorded on a trade-date basis.
Fees, consisting primarily of revenue participation with the Company’s clearing brokers in distribution fees and interest
are recorded as earned.
Advisory
fees are earned typically on a quarterly basis in accordance with the terms of the client agreements.
Interest
is recorded on the accrual basis. Dividends are recorded as of the ex-dividend date.
5.
|
Fair
Value Measurements
|
FASB
ASC 820 defines fair value, establishes a framework for measuring fair value, and establishes a hierarchy of fair value inputs.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer
the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous
market. Valuation techniques that are consistent with the market, income, or cost approach, as specified by FASB ASC 820, are
used to measure fair value.
The
fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:
Level
1 - Quoted prices (unadjusted) in active markets for an identical asset or liability that the Company can assess at the measurement
date.
Level
2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or
indirectly.
Level
3 - Unobservable inputs for the asset or liability.
The
availability of observable inputs can vary from security to security and is affected by a variety of factors, such as the type
of security, the liquidity of markets, and other characteristics particular to the security. To the extent that the valuation
is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires
more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized
in level 3.
The
inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes,
the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the
lowest level input that is significant to the fair value measurement.
Fair
value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure.
Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those
that the Company believes market participants would use in pricing the asset or liability at the measurement date.
A
description of the valuation techniques applied to the Company’s major categories of assets and liabilities measured at
fair value on a recurring basis is as follows:
U.S.
Government Securities.
U.S. government securities are valued using quoted market prices and as such, valuation adjustments
are not applied. Accordingly, U.S. government securities are generally categorized in level 1 of the fair value hierarchy.
Municipal
Securities.
Municipal securities are valued using recently executed transactions, market price quotations (when observable),
bond spreads from independent external parties such as vendors and brokers, adjusted for any basis difference between cash and
derivative instruments. The spread data used is for the same maturity as the bond. Municipal securities are generally categorized
in level 2 of the fair value hierarchy.
Corporate
Bonds and Convertible Preferred Stock.
The fair value of corporate bonds and convertible preferred stock are determined using
recently executed transactions, market price quotations (when observable), bond spreads, or credit default swap spreads obtained
from independent external parties such as vendors and brokers, adjusted for any basis difference between cash and derivative instruments.
The spread data used is for the same maturity as the bond. If the spread data does not reference the issuer, then data that references
a comparable issuer is used. When position-specific external price data is not observable, fair value is determined based on either
benchmarking to similar instruments or cash flow models with yield curves, bond, or single-name credit default swap spreads and
recovery rates as significant inputs. Corporate bonds and convertible preferred stocks are generally categorized in level 2 of
the fair value hierarchy.
Exchange-Traded
Equity Securities.
Exchange-traded equity securities are valued based on quoted prices from the exchange. To the extent these
securities are actively traded, valuation adjustments are not applied, and they are categorized in level 1 of the fair value hierarchy;
otherwise, they are categorized in level 2 or level 3 of the fair value hierarchy.
Certificates
of Deposit.
Certificates of deposit included in investments are valued at cost, which approximates fair value. These are categorized
within segregated investments in level 2 of the fair value hierarchy.
Unit
Investment Trusts.
Units of unit investment trusts are carried at redemption value, which represents fair value. Units of
unit investment trusts are categorized in level 1 of the fair value hierarchy.
The
following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring
basis as of June 30, 2018:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal obligations
|
|
|
—
|
|
|
|
326,063
|
|
|
|
—
|
|
|
|
326,063
|
|
Corporate obligations
|
|
|
—
|
|
|
|
2,773
|
|
|
|
—
|
|
|
|
2,773
|
|
Total
|
|
|
—
|
|
|
$
|
328,836
|
|
|
|
—
|
|
|
$
|
328,836
|
|
6.
|
Commitments
and Contingencies
|
Retail
customer transactions are cleared through two clearing brokers, one of which is a related party, on a fully disclosed basis. If
customers do not fulfill their contractual obligations, the clearing broker may charge MSCO for any loss incurred in connection
with the purchase or sale of securities at prevailing market prices to satisfy the customers’ obligations. MSCO regularly
monitors the activity in its customer accounts for compliance with its margin requirement. MSCO is exposed to the risk of loss
on unsettled customer transactions if customers fail to fulfill their contractual obligations. There were no material losses for
unsettled customer transactions for the six months ended June 30, 2018 and June 30, 2017.
7.
|
Provision
for Income Taxes
|
For
interim financial reporting, we estimate the effective tax rate for tax jurisdictions which is applied to the year to date income
before taxes. For the three months ended June 30, 2018, our effective tax rate was 7%. We recognized a $224,000 reduction in taxable
income for the three months ended June 30, 2018 from net operating loss carry-forwards expected to be realized during 2018 which
resulted in $26,000 of tax benefits. For the six months ended June 30, 2018, our effective tax rate was 14%. We recognized a $448,000
reduction in taxable income for the six months ended June 30, 2018 from net operating loss carry-forwards expected to be realized
during 2018 which resulted in $66,000 of tax benefits.
As
of June 30, 2018, the Company had federal and state net operating loss carry-forwards of $22,881,000 and $16,058,000, respectively,
which expire between 2029 and 2036. Utilization of the Company’s net operating loss carry-forwards is subject to annual
limitations of approximately $900,000 per year under Internal Revenue Code Section 382 due to a previous change in ownership.
Due
to the cumulative previous losses incurred by the Company, the Company is unable to conclude it is more likely than not that it
will realize its deferred tax assets in excess of the deferred tax liability. Accordingly, the Company has recorded a valuation
allowance to fully offset such amounts as of December 31, 2017 and as of June 30, 2018.
Included
in the expenses in the condensed consolidated statements of operations for the three months and the six months ended June 30,
2017 is $110,000 and $342,000, respectively, of non-recurring charges primarily due to relocating the firm’s call center
and costs associated with staff reductions.
9.
|
Related Party Transactions
|
The
Company earned revenue and incurred expenses of $2,483,000 and $382,000, respectively, from StockCross for the three months ended
June 30, 2018. The Company earned revenue and incurred expenses of $5,778,000 and $964,000, respectively, from StockCross for
the six months ended June 30, 2018.
As
of June 30, 2018, the Company is owed a receivable from StockCross of $862,000 and owes StockCross $329,000 for the financing
of securities.
Included
in the June 30, 2018 condensed consolidated statements of financial condition is $490,000 of commissions payable as part of accounts
payable and accrued liabilities.
In
addition to the leases stated in our 2017 Form 10-K, the Company committed to the below lease. The future minimum base rental
payments under this operating lease are as follows:
Year
|
|
Amount
|
|
2019
|
|
$
|
417,000
|
|
2020
|
|
|
429,000
|
|
2021 and thereafter
|
|
|
1,367,000
|
|
Total
|
|
$
|
2,213,000
|
|
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
This
discussion should be read in conjunction with our consolidated financial statements for the year ended December 31, 2017, and
our condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.
Business
Environment
Our
cash is invested primarily in bank accounts with large financial institutions. Our cash and working capital are sufficient to
service the firm’s operations.
The
following table presents certain metrics for, and as of, various periods within 2018 and 2017, which we use in evaluating our
business.
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
Retail Customer Activity
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Total retail trades
|
|
|
84,271
|
|
|
|
50,769
|
|
|
|
180,490
|
|
|
|
110,139
|
|
Average commission per retail trade
|
|
$
|
22.02
|
|
|
$
|
19.56
|
|
|
$
|
22.62
|
|
|
$
|
19.80
|
|
|
|
As of June 30,
|
|
Retail Customer Balances
|
|
2018
|
|
|
2017
|
|
Retail customer net worth (in billions)
|
|
$
|
11.2
|
|
|
$
|
7.3
|
|
Retail customer money market fund value (in billions)
|
|
$
|
.6
|
|
|
$
|
.7
|
|
Retail free credit balances (in billions)
|
|
$
|
.4
|
|
|
$
|
.3
|
|
Retail customer margin debit balances (in billions)
|
|
$
|
.4
|
|
|
$
|
.2
|
|
Retail customer accounts with positions
|
|
|
39,877
|
|
|
|
28,953
|
|
Description
|
·
|
Total
retail trades represents 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 debit balances represents credit extended to our customers to finance their purchases against current positions.
|
|
·
|
Retail
customer accounts with positions represents retail customers with cash and/or securities in their accounts.
|
We,
like other securities firms, 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 advisory services,
all of which can affect our relative profitability. In periods of reduced financial market activity, profitability is likely to
be adversely affected because certain expenses remain relatively fixed, such as salaries and related costs, and portions of communications
and occupancy expenses. Accordingly, earnings for any period should not be considered representative of any other period.
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, revenue, and expenses as well as the related disclosure of contingent assets and liabilities included in the financial
statements. The estimates relate primarily to revenue and expenses in the normal course of business as to which we receive no
confirmations, invoices, or other documentation at the time the books are closed. We use our best judgment, based on our knowledge
of these revenue transactions and expenses incurred, to estimate the amount of such revenue and expenses. 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. Our management believes
that its estimates are reasonable.
Results of
Operations
Three
Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Net
income for the three months ended June 30, 2018 was $1,799,000, an increase of $1,434,000 or 393% from the corresponding period
in 2017 primarily due to the retail assets acquired from StockCross and an increase in interest bearing earnings. Included in
the net income for the three months ended June 30, 2017 is $110,000 of non-recurring costs primarily due to relocating the firm’s
call center and costs associated with staff reductions.
Total
revenue for the three months ended June 30, 2018 was $7,488,000, an increase of $4,799,000 or 178% from the corresponding period
in 2017 primarily due to the retail assets acquired from StockCross.
Margin
interest, marketing and distribution fees for the three months ended June 30, 2018 were $2,687,000, an increase of $1,142,000
or 74% from the corresponding period in 2017 primarily due to the retail assets acquired from StockCross and rising interest rates.
Commissions
and fees for the three months ended June 30, 2018 were $2,512,000, an increase of $1,475,000 or 142% from the corresponding period
in 2017 primarily due to the retail assets acquired from StockCross.
Principal
transactions arising primarily from riskless principal transactions for the three months ended June 30, 2018 were $2,263,000,
an increase of $2,165,000 or 2,209% from the corresponding period in 2017 primarily due to the retail assets acquired from StockCross.
Income
from interest and dividends for the three months ended June 30, 2018 was $24,000, an increase of $21,000 or 700% from the corresponding
period in 2017 primarily due to the retail assets acquired from StockCross.
Advisory
fees for the three months ended June 30, 2018 were $2,000, a decrease of $4,000 or 67% from the corresponding period in 2017.
Total
expenses for the three months ended June 30, 2018 were $5,552,000, an increase of $3,228,000 or 139% from the corresponding period
in 2017 primarily due to additional offices and increased personnel associated with the retail assets acquired from StockCross.
Employee
compensation and benefit costs for the three months ended June 30, 2018 were $3,289,000, an increase of $2,289,000 or 229% from
the corresponding period in 2017 primarily due to additional sales representatives and general personnel associated with the retail
assets acquired from StockCross.
Clearing
fees and floor brokerage costs for the three months ended June 30, 2018 were $679,000, an increase of $375,000 or 123% from the
corresponding period in 2017 primarily due to increased retail customer trading volume and increased activity associated with
the retail assets acquired from StockCross.
Other
general and administrative expenses for the three months ended June 30, 2018 were $675,000, an increase of $282,000 or 72% from
the corresponding period in 2017 primarily due to expenses attributed to the increased activity associated with the retail assets
acquired from StockCross.
Professional
fees for the three months ended June 30, 2018 were $487,000, an increase of $19,000 or 4% from the corresponding period in 2017
primarily due to an increase in business activities and development.
Occupancy
costs for the three months ended June 30, 2018 were $247,000, an increase of $168,000 or 213% from the corresponding period in
2017 primarily due to an increase in the number of offices associated with the retail assets acquired from StockCross.
Communications
expenses for the three months ended June 30, 2018 were $154,000, an increase of $99,000 or 180% from the corresponding period
in 2017 primarily due to increased activity associated with the retail assets acquired from StockCross.
Advertising
and promotion expenses for the three months ended June 30, 2018 were $21,000, a decrease of $4,000 or 16% from the corresponding
period in 2017 primarily due to a reduction in print media.
Provision
for income taxes for the three months ended June 30, 2018 was $137,000, an increase of $137,000 from the corresponding period
in 2017 primarily due to the increase in income before provision for income taxes.
Six
Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Net
income for the six months ended June 30, 2018 was $3,492,000, an increase of $3,068,000 or 724% from the corresponding period
in 2017 primarily due to the retail assets acquired from StockCross and an increase in interest bearing earnings. Included net
income for the six months ended June 30, 2017 is $342,000 of non-recurring costs primarily due to relocating the firm’s
call center and costs associated with staff reductions.
Total
revenue for the six months ended June 30, 2018 was $15,665,000, an increase of $10,597,000 or 209% from the corresponding period
in 2017 primarily due to the retail assets acquired from StockCross.
Margin
interest, marketing and distribution fees for the six months ended June 30, 2018 were $5,222,000, an increase of $2,596,000 or
99% from the corresponding period in 2017 primarily due to the retail assets acquired from StockCross and rising interest rates.
Commissions
and fees for the six months ended June 30, 2018 were $5,186,000, an increase of $2,967,000 or 134% from the corresponding period
in 2017 primarily due to the retail assets acquired from StockCross.
Principal
transactions arising primarily from riskless principal transactions for the six months ended June 30, 2018 were $5,204,000, an
increase of $4,998,000 or 2,426% from the corresponding period in 2017 primarily due to the retail assets acquired from StockCross.
Income
from interest and dividends for the six months ended June 30, 2018 was $35,000, an increase of $30,000 or 600% from the corresponding
period in 2017 primarily due to the retail assets acquired from StockCross.
Advisory
fees for the six months ended June 30, 2018 were $18,000, an increase of $6,000 or 50% from the corresponding period in 2017.
Total
expenses for the six months ended June 30, 2018 were $11,623,000, an increase of $6,979,000 or 150% from the corresponding period
in 2017 primarily due to additional offices and increased personnel associated with the retail assets acquired from StockCross.
Employee
compensation and benefit costs for the six months ended June 30, 2018 were $6,951,000, an increase of $4,913,000 or 241% from
the corresponding period in 2017 primarily due to additional sales representatives and general personnel associated with the retail
assets acquired from StockCross.
Clearing
fees and floor brokerage costs for the six months ended June 30, 2018 were $1,581,000, an increase of $1,013,000 or 178% from
the corresponding period in 2017 primarily due to increased retail customer trading volume and increased activity associated with
the retail assets acquired from StockCross.
Other
general and administrative expenses for the six months ended June 30, 2018 were $1,224,000, an increase of $480,000 or 65% from
the corresponding period in 2017 primarily due to expenses attributed to the increased activity associated with the retail assets
acquired from StockCross.
Professional
fees for the six months ended June 30, 2018 were $1,095,000, an increase of $202,000 or 23% from the corresponding period in 2017
primarily due to an increase in business activities and development.
Occupancy
costs for the six months ended June 30, 2018 were $489,000, an increase of $268,000 or 121% from the corresponding period in 2017
primarily due to an increase in the number of offices associated with the retail assets acquired from StockCross.
Communications
expenses for the six months ended June 30, 2018 were $249,000, an increase of $114,000 or 84% from the corresponding period in
2017 primarily due to increased activity associated with the retail assets acquired from StockCross.
Advertising
and promotion expenses for the six months ended June 30, 2018 were $34,000, a decrease of $11,000 or 24% from the corresponding
period in 2017 primarily due to a reduction in print media.
Provision
for income taxes for the six months ended June 30, 2018 was $550,000, an increase of $550,000 from the corresponding period in
2017 primarily due to the increase in income before provision for income taxes.
Liquidity
and Capital Resources
Our
working capital is invested in cash and cash equivalents. Our total assets as of June 30, 2018 were $10,310,000, of which $6,686,000,
or 65%, is highly liquid.
MSCO
is subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1 or “Uniform Net Capital Rule”), which requires
the maintenance of minimum net capital. As of June 30, 2018, MSCO’s regulatory net capital was $7,672,000, which was $7,422,000
in excess of its minimum capital requirement of $250,000.
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 two clearing brokers, one of which is a related party, on a fully disclosed basis. If
customers do not fulfill their contractual obligations, the clearing broker may charge MSCO for any loss incurred in connection
with the purchase or sale of securities at prevailing market prices to satisfy the customers’ obligations. MSCO regularly
monitors the activity in its customer accounts for compliance with its margin requirement. MSCO is exposed to the risk of loss
on unsettled customer transactions if customers fail to fulfill their contractual obligations. There were no material losses for
unsettled customer transactions for the six months ended June 30, 2018 and June 30, 2017.
Item 4. Controls
and Procedures
We
carried out an evaluation, under the supervision and with the participation of our management, including 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 Act of 1934, as amended. Based on that
evaluation, our management, including the 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 SEC, and to ensure that information required to be disclosed is accumulated and communicated to our management, including
our Chief Financial Officer, to allow timely decisions regarding required disclosure.
There
were no changes in our internal controls over financial reporting during the most recently completed fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
We
identified certain material weaknesses in our internal controls over financial reporting in our 2017 Form 10-K. We are in the
process of developing a remediation plan under the supervision of the Audit Committee and Board of Directors to improve the effectiveness
of our controls.