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
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X
State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: As of May 4, 2004, there were 22,138,010 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 Managements 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 Companys 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 Companys 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 Companys Securities and Exchange Commission filings.
Part I FINANCIAL INFORMATION
Item 1. Financial Statements.
Siebert Financial Corp. & SubsidiariesConsolidated Statements of Financial Condition
See notes to consolidated financial statements.
Siebert Financial Corp. & Subsidiaries Consolidated Statements of Operations(unaudited)
Siebert Financial Corp. & Subsidiaries Consolidated Statements of Cash Flows (unaudited)
Siebert Financial Corp. & Subsidiaries
Notes to Consolidated Financial StatementsThree Months Ended March 31, 2004 and 2003 (Unaudited)
1. Organization and Basis of Presentation:
2. Stock-Based Compensation
3. Net Capital:
4. Capital Transactions:
5. Intuit Lawsuit Update:
6. Account Purchases:
7. Siebert Brandford Shank & Co., LLC:
8. Commitments and Contingent Liabilities:
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with the Companys audited consolidated financial statements as of and for the year ended December 31, 2003, and the unaudited Consolidated Financial Statements and the Notes thereto contained elsewhere in this Quarterly Report.
Business Environment
The market has improved in the first quarter of 2004 due to the sustained growth in the economy, record low interest rate environment maintained by the Federal Reserve Bank and momentum in key economic indicators. Competition in the brokerage industry remains intense although many of Sieberts competitors have been consolidated or have gone out of business.
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 Companys 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
In February 2004 Siebert agreed to acquire certain retail discount brokerage accounts from Wall Street Discount Corp. These accounts were transferred to Siebert in April 2004. As of March 31, 2004, the purchase price for the customer accounts has been recorded in Intangibles and is being amortized over a five-year period.
On May 15, 2000, the board of directors of the Company authorized the repurchase of up to 1,000,000 shares of the Companys common stock. Shares will be purchased from time to time, in the discretion of the Company, in the open market and in private transactions. Through March 31, 2004, 848,193 shares have been purchased at an average price of $4.55 per share. The Company intends to continue acquiring shares pursuant to its stock repurchase program based upon the price of the stock and in accordance with applicable rules and regulations.
Critical Accounting Policies
The Company generally follows accounting policies standard in the brokerage industry and believes that its policies appropriately reflect its financial position and results of operations. Management has identified the use of Estimates as its critical accounting policy. These estimates relate primarily to revenue and expense items in the normal course of business as to which the Company receives no confirmations, invoices, or other documentation at the time the books are closed for a period. The Company uses its best judgment, based on its knowledge of these revenue transactions and expenses incurred, to estimate the amounts of such revenue and expense. The Company is not aware of any material differences between the estimates used in closing its books for the last five years and the actual amounts of revenue received and expenses incurred when the Company subsequently receives the actual confirmations, invoices or other documentation. Estimates are also used in determining the useful lives of tangible and intangible assets, and the fair market value of intangible assets. Management believes that its estimates are reasonable.
Results of Operations
The Company believes that its business is performing relatively well, given the current business environment for discount and online brokers. The Company had net income of $415,000 for the three months ended March 31, 2004.
Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003
Total revenues for the three months ended March 31, 2004 were $7.0 million, an increase of $1.4 million or 25% from the same period in 2003.
Commission and fee income for the three months ended March 31, 2004 was $6.2 million, an increase of $2.1 million or 51.3% from the same period in 2003 due to increased trading volume as result of the improvement in the market during the first quarter of 2004.
Investment banking revenues for the three months ended March 31, 2004 were $336,000, a decrease of $140,000 or 29.4% from the same period in 2003 due to the Company participating in less new issues.
Income from the Companys equity investment in Siebert Brandford Shank & Co., LLC, an entity in which the Company holds a 49% equity interest (SBS), for the three months ended March 31, 2004 was $126,000 compared to income of $711,000, a decrease of $585,000 or 82.3% from the same period in 2003. This decrease was due to decreased activity in the municipal bond market. SBS serves as an underwriter for municipal bond offerings.
Trading profits were $250,000 for the three months ended March 31, 2004, an increase of $53,000 or 27% over the same period in 2003 due to an overall increase in trading volume.
Interest and dividends for the three months ended March 31, 2004 were $75,000, a decrease of $21,000 or 21.9% from the same period in 2003 primarily due to lower interest rates.
Total expenses for the three months ended March 31, 2004 were $6.3 million, an increase of $200,000 or 3.3% from the same period in 2003.
Employee compensation and benefit costs for the three months ended March 31, 2004 were $2.8 million, an increase of $570,000 or 25.6% from the same period in 2003. This increase was primarily due to higher trading volumes and an increase in commission payouts and an increase in bonus accruals.
Clearing and floor brokerage costs for the three months ended March 31, 2004 were $644,000, a decrease of $208,000 or 24.4% from the same period in 2003 primarily due to a one time commission rebate of $600,000 from the Companys clearing firm.
Advertising and promotion expenses for the three months ended March 31, 2004 were $453,000, an increase of $94,000 or 26.2% from the same period in 2003 primarily due to managements decision to spend more for advertising and promotion as a result of the strengthening marketplace.
Communications expense for the three months ended March 31, 2004, was $723,000, a decrease of $24,000 or 3.2% from the same period in 2003 due to primarily managements effort to control and maintain these costs.
Occupancy costs for the three months ended March 31, 2004 were $273,000, an increase of $9,000 or 3.4% from the same period in 2003. This increase was primarily due to an increase in lease payment for the Companys New York office.
Other general and administrative expenses were $1.4 million, a decrease of $241,000 or 14.5% from the same period in 2003. This decrease was primarily due to the elimination of product development costs of products relating to the JBS.
For the three months ended March 31, 2004, there was a tax provision of $299,000 due to the Companys income before income tax of $714,000. For the three months ended March 31, 2003, the benefit for income taxes was $215,000 due to loss before taxes of $511,000.
Liquidity and Capital Resources
The Companys assets are highly liquid, consisting generally of cash, money market funds and marketable securities. The Companys total assets at March 31, 2004 were $41 million. As of that date, $29.5 million, or 72%, 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 March 31, 2004, Sieberts regulatory net capital was $16 million, $15.7 million in excess of its minimum capital requirement of $250,000.
The Company also intends to acquire additional shares of its common stock pursuant to its share buy back program.
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 Companys 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, 2005, 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 Companys 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 counterparties 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 Companys President and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of Securities Exchange of 1934, as amended. Based on that evaluation, the Companys management, including the President and Chief Financial Officer, concluded that the Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the Company that is required to be included in the Companys periodic filings with the Securities and Exchange Commission.
There were no changes in the Companys internal controls over financial reporting that occurred during the Companys most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.
Part II OTHER INFORMATION
Item 1. Legal Proceedings
See Part 1-Item 1 Notes to Consolidated Financial Statements-Intuit Lawsuit Update with respect to the Companys 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.
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. Changes in Securities and Use of Proceeds and Issuer Purchases of Equity Securities
(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 and Reports on Form 8-K
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.