U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549
FORM 10-Q
(Mark One)
x
Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2005
o
Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _______________________________ to ________________________________
Commission file number 0-5703
Siebert Financial Corp.
(Exact Name of Issuer as Specified in its Charter)
New York
11-1796714
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)
885 Third Avenue, New York, NY 10022
(Address of Principal Executive Offices)
(212) 644-2400
(Issuer’s Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of October 18, 2005, there were 22,130,121 shares of Common Stock, par value $.01 per share, outstanding.
Unless the context otherwise requires, the “Company” shall mean Siebert Financial Corp. and its wholly owned subsidiaries and “Siebert” shall mean Muriel Siebert & Co., Inc., a wholly owned subsidiary of the Company.
Certain statements contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below and elsewhere in this document, as well as oral statements that may be made by the Company or by its officers, directors or employees acting on the Company’s behalf, that are not statements of historical or current fact constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve risks and uncertainties and known and unknown factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward looking statements, including, without limitation: changes in general economic and market conditions; fluctuations in volume and prices of securities; demand for brokerage and investment banking services; competition within and without the discount brokerage business, including the offer of broader services; competition from electronic discount brokerage firms offering lower rates on commissions than the Company; the prevalence of a flat fee environment; decline in participation in equity or municipal finance underwritings; limited trading opportunities; the method of placing trades by the Company’s customers; computer and telephone system failures; the level of spending by the Company on advertising and promotions; trading errors and the possibility of losses from customer non-payment of amounts due; other increases in expenses and changes in net capital or other regulatory requirements. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date when such statements were made or to reflect the occurrence of unanticipated events. An investment in the Company involves various risks, including those mentioned above and those which are detailed from time to time in the Company’s Securities and Exchange Commission filings.
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Siebert Financial Corp. & SubsidiariesConsolidated Statements of Financial Condition
September 30,2005(Unaudited)
December 31,2004
ASSETS
Cash and cash equivalents
$
30,912,000
28,748,000
Cash equivalents – restricted
1,300,000
Receivable from clearing brokers
2,820,000
2,371,000
Furniture, equipment and leasehold improvements, net
919,000
1,305,000
Investment in and advances to equity investees
4,143,000
3,779,000
Prepaid expenses and other assets
869,000
1,539,000
Intangibles, net
1,572,000
2,017,000
Deferred tax asset
630,000
501,000
43,165,000
41,560,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities
6,751,000
6,460,000
Commitments and contingent liabilities
Stockholders’ equity:
Common stock, $.01 par value; 49,000,000 shares authorized, 22,993,917 shares issued and 22,082,350 outstanding at September 30, 2005 and 22,983,917 shares issued and 22,082,301 outstanding at December 31, 2004
229,000
Additional paid-in capital
17,958,000
17,931,000
Retained earnings
22,350,000
21,033,000
Less: 911,567 and 901,616 shares of treasury stock, at cost at September 30, 2005 and December 31, 2004, respectively
(4,123,000
)
(4,093,000
36,414,000
35,100,000
See notes to consolidated financial statements.
Siebert Financial Corp. & SubsidiariesConsolidated Statements of Income(Unaudited)
Three Months EndedSeptember 30,
Nine Months EndedSeptember 30,
2005
2004
Revenues:
Commissions and fees
6,471,000
5,526,000
18,876,000
16,971,000
Investment banking
744,000
508,000
1,726,000
951,000
Trading profits
169,000
161,000
607,000
593,000
Income from equity investees
475,000
850,000
1,509,000
1,532,000
Interest and dividends
243,000
122,000
606,000
302,000
8,102,000
7,167,000
23,324,000
20,349,000
Expenses:
Employee compensation and benefits
2,523,000
2,517,000
7,733,000
7,809,000
Clearing fees, including floor brokerage
1,375,000
1,265,000
4,042,000
2,704,000
Advertising and promotion
214,000
196,000
754,000
894,000
Communications
502,000
490,000
1,686,000
1,778,000
Occupancy
268,000
267,000
790,000
802,000
Interest
-
25,000
Other general and administrative
2,285,000
1,680,000
6,049,000
4,442,000
6,440,000
21,054,000
18,454,000
Income before income taxes
935,000
727,000
2,270,000
1,895,000
Provision for income taxes
393,000
305,000
953,000
828,000
Net income
542,000
422,000
1,317,000
1,067,000
Net income per share of common stock - Basic and Diluted
.02
.06
.05
Weighted average shares outstanding - Basic
22,084,281
22,094,294
22,083,153
22,122,956
Weighted average shares outstanding - Diluted
22,177,898
22,221,125
22,189,152
22,296,916
Siebert Financial Corp. & SubsidiariesConsolidated Statements of Cash Flows(Unaudited)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash Provided by operating activities:
Depreciation and amortization
898,000
1,151,000
(1,509,000
(1,532,000
Deferred taxes
(129,000
(85,000
Changes in:
Securities owned, at market value
1,226,000
(449,000
(463,000
670,000
326,000
Securities sold, not yet purchased, at market value
(1,000
291,000
1,363,000
Net cash provided by operating activities
1,089,000
3,052,000
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements
(67,000
(231,000
Purchase of customer accounts
(400,000
Payment of advances by equity investees
(410,000
(64,000
Distribution from equity investees
1,555,000
1,228,000
Net cash provided by investing activities
1,078,000
533,000
Cash flows from financing activities:
Proceeds from exercise of options
27,000
Repurchase of common stock
(30,000
(559,000
Net cash used in financing activities
(3,000
Net increase in cash and cash equivalents
2,164,000
3,026,000
Cash and cash equivalents - beginning of period
24,732,000
Cash and cash equivalents - end of period
27,758,000
Supplemental cash flow disclosures:
Cash paid for:
Income taxes
410,000
462,000
Siebert Financial Corp. & SubsidiariesNotes to Consolidated Financial StatementsNine Months Ended September 30, 2005 and 2004(Unaudited)
1.
Organization and Basis of Presentation:
The consolidated financial statements include the accounts of Siebert Financial Corp. (the “Company”) and its wholly owned subsidiaries Muriel Siebert & Co., Inc. (“Siebert”) and Siebert Women’s Financial Network, Inc. (“WFN”). All material intercompany balances have been eliminated. The statements are unaudited; however, in the opinion of management, all adjustments considered necessary to reflect fairly the Company’s financial position and results of operations, consisting of normal recurring adjustments, have been included.
The accompanying consolidated financial statements do not include all of the information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles. Accordingly, the statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. Because of the nature of the Company’s business, the results of any interim period are not necessarily indicative of results for a full year.
2.
Stock-Based Compensation
Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation (“SFAS 123”) as amended by SFAS No. 148, (Accounting for Stock-Based Compensation – Transition and Disclosure an amendment to SFAS 123), allows the fair value of stock-based compensation to be included in expense over the period earned; alternatively, if the fair value of stock-based compensation awards are not included in expense, SFAS 123 requires disclosure of net income (loss), on a pro forma basis, as if expense treatment had been applied. As permitted by SFAS 123, the Company continues to account for such compensation under Accounting Principles Board Opinion No. 25 (“APB 25”), Accounting for Stock Issued to Employees, and related interpretations, pursuant to which no compensation cost was recognized in connection with the issuance of stock options, as all options granted under the 1997 Stock Option Plan had an exercise price equal to or greater than the fair value of the underlying common stock on the date of grant. Had the Company elected to recognize compensation expense for the stock option plan, consistent with the method prescribed by SFAS 123, the Company’s net income and net income per share for the three months and nine months ended September 30, 2005 and 2004 would have decreased the pro forma amounts as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
Net income, as reported
Stock-based employee compensation determined under APB 25
Stock-based employee compensation determined under the fair value based method, net of tax effect
(98,000
(203,000
(265,000
Pro forma net income
324,000
1,114,000
Net income per share - basic:
As reported
Pro forma
.04
Net income per share - diluted:
In December 2004, the FASB issued FAS No. 123(R), “Share-Based Payment,” an amendment of FASB Statements 123 and 95. FAS No. 123(R) replaced FAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” This statement required companies to recognize the fair value of stock options and other stock-based compensation to employees beginning with fiscal periods beginning after June 15, 2005. During the first quarter of 2005, the Securities and Exchange Commission approved a new rule for public companies which delays the adoption of this standard for an additional six months. This means that the Company will be required to implement FAS No. 123(R) no later than the quarter beginning January 1, 2006. The Company currently measures stock-based compensation in accordance with APB Opinion No. 25, as discussed above. The impact on the company’s financial condition or results of operations will depend on the number and terms of stock options outstanding on the date of change, as well as future options that may be granted.
3.
Net Capital:
Siebert is subject to the Securities and Exchange Commission’s Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital. Siebert has elected to use the alternative method, permitted by the rule, which requires that Siebert maintain minimum net capital, as defined, equal to the greater of $250,000 or two percent of aggregate debit balances arising from customer transactions, as defined. (The net capital rule of the New York Stock Exchange also provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than five percent of aggregate debits.) As of September 30, 2005, Siebert had net capital of approximately $18,669,000 as compared with net capital requirements of $250,000.
4.
Capital Transactions:
On May 15, 2000, the board of directors of the Company authorized a stock buy back program of up to one million common shares. Shares will be purchased from time to time in the open market and in private transactions. Through September 30, 2005, 911,567 shares have been purchased at an average price of $4.52 per share.
5.
Intuit Lawsuit Update:
Siebert filed a lawsuit against Intuit, Inc. (“Intuit”), in New York State Supreme Court on September 17, 2003 (the “Intuit Lawsuit”), seeking not less than $11.1 million in compensatory damages and $33.3 million in punitive damages for claims relating to the Joint Brokerage Service (the “JBS”) conducted during the years ended December 31, 2003 and 2002 under the Strategic Alliance Agreement between Siebert and Intuit. A motion by Intuit to stay the lawsuit and require that the dispute be submitted to arbitration has been denied. Intuit also moved to dismiss certain causes of action asserted by Siebert in the Intuit Lawsuit. The Court denied Intuit’s motion to dismiss Siebert’s cause of action for breach of fiduciary duty, its cause of action for breach of contractual obligations to pay shared expenses, its cause of action for promissory estoppel, and the portion of its cause of action for breach of the implied covenant of good faith and fair dealing. The Court granted Intuit’s motion to dismiss the portion of Siebert’s cause of action for breach of the express covenant of good faith and fair dealing, its cause of action for misrepresentation and/or fraud, and its request for punitive damages. After the Court’s decision was rendered, Intuit filed its answer to Siebert’s complaint, including counterclaims seeking not less than $6,648,331. Siebert and Intuit have appealed from certain portions of the Court’s decision on the motion to dismiss causes of action and Siebert has also moved for reargument of the Court’s decision which granted Intuit’s motion to dismiss Siebert’s request for punitive damages. Intuit’s counsel was disqualified by the Court’s decision dated November 3, 2005 from representing Intuit in this action and any further activity in the action is effectively stayed until Intuit selects new counsel.
6.
Siebert Brandford Shank & Co., LLC:
Summarized financial data of SBS as of and for the nine months ended September 30, 2005 and 2004 is set forth below. Siebert holds a 49% ownership interest in SBS.
Total assets
21,870,000
20,905,000
Total liabilities, including subordinated liabilities of $1,200,000
14,745,000
13,822,000
Total members’ capital
7,125,000
7,083,000
Total revenues
15,976,000
13,089,000
2,842,000
3,126,000
Siebert charged SBS $180,000 for the nine months ended September 30, 2005 for general and administrative services, which Siebert believes approximates the cost of furnishing such services.
Siebert’s share of undistributed earnings from SBS amounted to $3,099,000 and $3,079,000 at September 30, 2005 and 2004, respectively. Such amounts may not be immediately available for distribution to Siebert for various reasons including the amount of SBS’s available cash, the provisions of the agreement between Siebert and the principals, and SBS’s continued compliance with its net capital and other regulatory requirements.
7.
SBS Financial Product Company, LLC:
The Company entered into an Operating Agreement, effective as of April 19, 2005 (the “Operating Agreement”), with the two individual principals of SBS (the “Principals”) of SBS Financial Products Company, LLC, a Delaware limited liability company (“SBSFPC”). Pursuant to the terms of the Operating Agreement, the Company and each of the Principals made an initial capital contribution of $400,000 in exchange for a 33.33% initial interest in SBSFPC. SBSFPC engages in derivatives transactions related to the municipal underwriting business. The Operating Agreement provides that profit will be shared 66.66% by the Principals and 33.33% by the Company.
Summarized financial data of SBSFPC as of and for the nine months ended September 30, 2005 is set forth below. Siebert holds a 33.33% ownership interest in SBSFPC.
2,119,000
Total liabilities
588,000
1,531,000
844,000
348,000
8.
Commitments and Contingent Liabilities:
Siebert terminated the fully disclosed clearing agreement (the “Clearing Agreement”) with Pershing LLC (formerly the Pershing division of Donaldson, Lufkin & Jenrette Securities Corporation) (“Pershing”). Based on consultation with counsel, Siebert believes that the $1,500,000 that it advanced to Pershing in January 2003 should be returned and that Pershing may be liable for damages. Pershing has expressed its belief that it is entitled to retain the advance and receive a minimum of $3 million for its unreimbursed costs, a termination fee of $500,000 and $5 million for lost revenues. Siebert believes the Pershing claims are without merit and that the
ultimate result of this matter will not have a material adverse effect on result of operations or financial positions. Siebert has decided not to commence proceedings against Pershing at the present time. As a result, Siebert has charged the $1,500,000 advance to Pershing against income in the fourth quarter of 2004 since communications indicated that Pershing and the Company could not resolve this matter.
The Company is involved in various routine lawsuits of a nature deemed by the Company customary and incidental to its business. In the opinion of management, the ultimate disposition of such actions will not have a material adverse effect on its financial position or results of operations.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2004 and the unaudited consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.
Business Environment
The market was weak in the third quarter of 2005 due to rising interest rates, higher oil prices and nearly six weeks of hurricanes in the southeast all of which have created a lack of investor interest in investing in stocks. Competition in the brokerage industry remains intense and consolidation continues.
The Company, like other securities firms, is directly affected by general economic and market conditions including fluctuations in volume and prices of securities, changes and prospects for changes in interest rates and demand for brokerage and investment banking services, all of which can affect the Company’s relative profitability. In periods of reduced market activity, profitability is likely to be adversely affected because certain expenses, including salaries and related costs, portions of communications costs and occupancy expenses, remain relatively fixed. Earnings or loss for any period should not be considered representative of any other period.
Recent Developments
The Company entered into an Operating Agreement, effective as of April 19, 2005 (the “Operating Agreement”), with Suzanne Shank and Napoleon Brandford III, the two individual principals of SBS (the “Principals”) of SBS Financial Products Company, LLC, a Delaware limited liability company (“SBSFPC”). Pursuant to the terms of the Operating Agreement, the Company and each of the Principals made an initial capital contribution of $400,000 in exchange for a 33.33% initial interest in SBSFPC. SBSFPC engages in derivatives transactions related to the municipal underwriting business. The Operating Agreement provides that profit will be shared 66.66% by the Principals and 33.33% by the Company.
On May 15, 2000, the board of directors of the Company authorized the repurchase of up to 1,000,000 shares of the Company’s common stock. Shares will be purchased from time to time, in the discretion of the Company, in the open market and in private transactions. Through September 30, 2005, 911,567 shares have been purchased at an average price of $4.52 per share. The Company intends to continue acquiring shares pursuant to its stock repurchase program based upon the price of the stock and in accordance with applicable rules and regulations.
Critical Accounting Policies
The Company follows accounting policies standard in the brokerage industry and believes that its policies appropriately reflect its financial position and results of operations. Management has identified the use of “Estimates” as its critical accounting policy. These estimates relate primarily to revenue and expense items in the normal course of business as to which the Company receives no confirmations, invoices, or other documentation at the time the books are closed for a period. The Company uses its best judgment, based on its knowledge of these revenue transactions and expenses incurred, to estimate the amounts of such revenue and expense. The Company is not aware of any material differences between the estimates used in closing its books for the last five years and the actual amounts of
revenue received and expenses incurred when the Company subsequently receives the actual confirmations, invoices or other documentation. Estimates are also used in determining the useful lives of tangible and intangible assets, and the fair market value of intangible assets. Management believes that its estimates are reasonable.
Results of Operations
The Company believes that its core business is performing relatively well, given the current difficult business environment for discount and online brokers. The Company had net income for the three and nine months ended September 30, 2005 of $542,000 and $1,317,000, respectively.
Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004
Total revenues for the three months ended September 30, 2005 were $8.1 million, an increase of $935,000 or 13.1% from the same period in 2004.
Commission and fee income for the three months ended September 30, 2005 was $6.5 million, an increase of $945,000 or 17.1% from the same period in 2004 due to an increase in trading activity by the retail division as well as higher margin debit balances maintained by the retail customer base and an increase in commissions generated by the institutional trading for the same period in 2004.
Investment banking revenues for the three months ended September 30, 2005 were $744,000, an increase of $236,000 or 46.5% from the same period in 2004 due to an increase in activity in the new issue market.
Income from the Company’s equity investment in SBS, for the three months ended September 30, 2005 was $500,000 compared to income of $850,000, a decrease of $350,000 or 41.2% from the same period in 2004. This decrease was due to decreased activity in the municipal bond market. SBS serves as an underwriter for municipal bond offerings. Loss from the Company’s equity investment in SBS Financial Products Company, LLC, an entity in which the Company holds a 33% equity interest (“SBSFPC”) for the three months ended September 30, 2005, was $25,000 as a result of no activity by SBSFPC in the third quarter 2005.
Trading profits were $169,000 for the three months ended September 30, 2005, an increase of $8,000 or 5.0% over the same period in 2004 due to an overall increase in trading margins.
Interest and dividends for the three months ended September 30, 2005 were $243,000, an increase of $121,000 or 99.2% from the same period in 2004 primarily due to higher interest rates.
Total expenses for the three months ended September 30, 2005 were $7.2 million, an increase of $727,000 or 11.3% from the same period in 2004.
Employee compensation and benefit costs for the three months ended September 30, 2005 and 2004 were $2.5 million. Salaries increased due to an increase in bonus accrual that is based on production and an increase in health benefits offset by a reduction of headcount for registered representatives.
Clearing and floor brokerage costs for the three months ended September 30, 2005 were $1.4 million, an increase of $110,000 or 8.7% from the same period in 2005 primarily due to increased volume of trade executions for retail customers.
Advertising and promotion expenses for the three months ended September 30, 2005 were $214,000, an increase of $18,000 or 9.2% from the same period in 2004 primarily due to management’s decision to spend more for advertising and promotion.
Communications expense for the three months ended September 30, 2005, was $502,000, an increase of $12,000 or 2.5% from the same period in 2004 primarily due to an increase in local telephone calls offset by a reduction in quotes retrieved by the Company’s retail customers.
Occupancy costs for the three months ended September 30, 2005 were $268,000, an increase of $1,000 or .4% from the same period in 2004.
Other general and administrative expenses were $2.3 million, an increase of $605,000 or 36.0% from the same period in 2004. This increase was primarily the result of legal fees and related costs, consulting costs, registration fees and placement fees.
For the three months ended September 30, 2005 and 2004, the Company recorded a provision for taxes of $393,000 and $305,000, respectively, due to the Company’s income before income tax of $935,000 and $727,000, respectively.
Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004
Total revenues for the nine months ended September 30, 2005 were $23.3 million, an increase of $3.0 million or 14.6% from the same period in 2004.
Commission and fee income for the nine months ended September 30, 2005 was $18.9 million, an increase of $1.9 million or 11.2% from the same period in 2004 due to an increase in commissions generated by the commission recapture, institutional direct access and institutional trading operations as well as retail customer accounts purchased from Wall Street Discount, Inc. in the second quarter 2004.
Investment banking revenues for the nine months ended September 30, 2005 were $1.7 million, an increase of $775,000 or 81.5% from the same period in 2004 due to the Company participating in more new issues as a result of the Capital Markets team that joined the Company in the third quarter of 2004.
Income from the Company’s equity investment in SBS, an entity in which the Company holds a 49% equity interest for the nine months ended September 30, 2005 was $1,393,000 compared to income of $1,532,000, a decrease of $139,000 or 9.1% from the same period in 2004. This decrease was due to an increase in commission expense and salaries offset by an increase in institutional trading and designations. SBS serves as an underwriter for municipal bond offerings. Income from the Company’s equity investment in SBS Financial Products Company, LLC, an entity in which the Company holds a 33.33% equity interest (“SBSFPC”) for the nine months ended September 30, 2005, was $116,000 as a result of the first transactions by SBSFPC in the second quarter 2005.
Trading profits were $607,000 for the nine months ended September 30, 2005, an increase of $14,000 or 2.4% over the same period in 2004 due to an overall increase in trading margins and volume.
Interest and dividends for the nine months ended September 30, 2005 were $606,000, an increase of $304,000 or 100.7% from the same period in 2004 primarily due to higher interest rates.
Total expenses for the nine months ended September 30, 2005 were $21.1 million, an increase of $2.6 million or 14.1% from the same period in 2004.
Employee compensation and benefit costs for the nine months ended September 30, 2005 were $7.7 million, a decrease of $76,000 or 1.0% from the same period in 2004. This decrease was due to a decrease in contractual bonus accruals, commissions based on production and headcount in customer service and new accounts departments offset by hiring of the Company’s General Counsel, expansion of the Company’s Capital Markets Group as well as an increase in health benefits.
Clearing and floor brokerage costs for the nine months ended September 30, 2005 were $4.0 million, an increase of $1.3 million or 49.5% from the same period in 2004 primarily due to increased volume of trade executions as well as an increase in institutional trades executed at the New York Stock Exchange and a one time commission rebate of $800,000 from the Company’s clearing firm in the first and second quarter of 2004.
Advertising and promotion expenses for the nine months ended September 30, 2005 were $754,000, a decrease of $140,000 or 15.7% from the same period in 2004 primarily due to management’s decision to spend less for advertising and promotion.
Communications expense for the nine months ended September 30, 2005, was $1.7 million, a decrease of $92,000 or 5.2% from the same period in 2004 due primarily to management’s effort to control and maintain these costs.
Occupancy costs for the nine months ended September 30, 2005 were $790,000, a decrease of $12,000 or 1.5% from the same period in 2004. This decrease was primarily due to the Company’s Boca Raton office with YDB’s Boca Raton office in the second quarter of 2004.
Other general and administrative expenses were $6.1 million, an increase of $1.6 million or 36.2% from the same period in 2004. The increase was due to legal fees and related costs, costs relating to the Company entering into the commission recapture business in the third quarter of 2004, costs relating to the acquisition of the customer accounts of Wall Street Discount Corp., the costs of leasing a seat on the New York Stock Exchange as the Company expanded the New York Stock Exchange Floor Operations, an increase in consulting fees relating to Sarbanes-Oxley, registration fees and placement fees for recruiting employees.
For the nine months ended September 30, 2005 and 2004, the Company recorded a provision for taxes of $953,000 and $828,000, respectively, due to the Company’s income before income tax of $2.3 million and $1.9 million, respectively.
Liquidity and Capital Resources
The Company’s assets are highly liquid, consisting generally of cash, money market funds and marketable securities. The Company’s total assets at September 30, 2005 were $43.2 million. As of that date, $33.7 million, or 78%, of total assets were regarded by the Company as highly liquid.
Siebert is subject to the net capital requirements of the SEC, the NYSE and other regulatory authorities. At September 30, 2005, Siebert’s regulatory net capital was $18.7 million, $18.4 million in excess of its minimum capital requirement of $250,000.
Siebert has entered into a Secured Demand Note Collateral Agreement with SBS under which it is obligated to lend to SBS up to $1.2 million pursuant to a secured promissory note on a subordinated basis. Amounts pledged by Siebert under the facility are reflected on the Company’s balance sheet as “cash equivalents – restricted”. SBS pays Siebert interest on this amount at the rate of 10% per annum. The facility expires on August 31, 2007, 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 temporarily invested in dollar denominated money market funds and overnight certificates of deposits. These investments are not subject to material changes in value due to interest rate movements. The Company also invests in certain short-term municipal bonds, the values of which may fluctuate during the period they are held by the Company.
In the normal course of its business, Siebert enters into transactions in various financial instruments with off-balance sheet risk. This risk includes both market and credit risk, which may be in excess of the amounts recognized in the Company’s financial statements. 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.
Item 4. Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report pursuant to Exchange Act Rule 13a-15 under the Securities Exchange Act of 1934. Based upon that evaluation, the President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic Securities and Exchange Commission filings.
There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
See Part I-Item 1 “Notes to Consolidated Financial Statements-Intuit Lawsuit Update” with respect to the Company’s lawsuit against Intuit, Inc. which was filed in New York State Supreme Court, County of New York on September 17, 2003, alleging, among other things, Intuit’s breach of contractual obligations, breach of fiduciary duties and misrepresentation and/or fraud, all relating to the Joint Brokerage services conducted under the Strategic Alliance Agreement between Siebert and Intuit.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
Period
Total NumberOf SharesPurchased
Average PricePaid Per Share
Total Number ofShares Purchased as Part of Publicly AnnouncedPlans(1)
MaximumNumber of Shares That May Yet BePurchased Under The Plan
July 2005
909,116
90,884
August 2005
September 2005
2,451
2.97
911,567
88,433
Total
(1) On May 15, 2000, the Board of Directors of the Company authorized a buy back of up to one million shares of the Company’s common stock. Under this program, shares are purchased from time to time, at the Company’s discretion, in the open market and in private transactions.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits
31.1 Certification of Muriel F. Siebert pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Joseph M. Ramos, Jr. pursuant to Exchange Act Rule 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Muriel F. Siebert of Periodic Financial Report under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 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.
SIEBERT FINANCIAL CORP.
By:
/s/ Muriel F. Siebert
Muriel F. Siebert
Chairwoman and President
(principal executive officer)
Dated: November 14, 2005
/s/ Joseph M. Ramos, Jr.
Joseph M. Ramos, Jr.
Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)