Morgan Group Holding Co 10-Q for FY2020 Q2
Morgan Group Holding Co (MGHL)
10-Q
2020-08-14
For: 2020-06-30
View Original
Added on
April 06, 2026
About this 10-Q
Morgan Group Holding Co filed this 10-Q on August 14, 2020, covering the quarter ended June 30, 2020 (FY2020 Q2).
Headline figures
Quarter ended June 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.11M
- down 48.5% from $2.15M a year earlier
- Net loss
- $310.4K
- compared with a net loss of $833.16K a year earlier
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| ☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2020
or
| ☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ___ to ___
Commission File No. 333-73996
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Morgan Group Holding Co.
|
|
(Exact name of Registrant as specified in its charter)
|
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Delaware
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13-4196940
|
|
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(State of other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
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401 Theodore Fremd Avenue, Rye, NY
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10580
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|
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(Address of principle executive offices)
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(Zip Code)
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(914) 921-5216
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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|
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Common Stock, par value $0.01 per share
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MGHL
|
OTC Pink®
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ☐
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Accelerated filer ☐
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||
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the Registrant’s classes of Common Stock, as of the latest practical date.
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Class
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Outstanding at July 31, 2020
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|
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Common Stock, $0.01 par value
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600,090
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MORGAN GROUP HOLDING CO. AND SUBSIDIARY
|
PART I.
|
FINANCIAL INFORMATION
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Page
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|
Item 1.
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Unaudited Condensed Consolidated Financial Statements
|
|
|
2
|
||
|
3
|
||
|
4
|
||
|
5
|
||
|
6
|
||
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Item 2.
|
14
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|
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Item 3.
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18
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|
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Item 4.
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18
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|
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PART II.
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OTHER INFORMATION *
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|
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Item 1.
|
19
|
|
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Item 1A.
|
19
|
|
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Item 6.
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19
|
|
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20
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* Items other than those listed above have been omitted because they are not applicable.
MORGAN GROUP HOLDING CO. AND SUBSIDIARY
UNAUDITED
|
June 30,
2020
|
December 31,
2019
|
|||||||
|
ASSETS
|
||||||||
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Cash and cash equivalents
|
$
|
4,963,036
|
$
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6,587,097
|
||||
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Receivables from brokers and clearing organizations
|
701,272
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808,686
|
||||||
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Receivables from affiliates
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133,633
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30,625
|
||||||
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Deposits with clearing organizations
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200,000
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200,000
|
||||||
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Income taxes receivable (including deferred tax asset of $7,891 and $2,930, respectively)
|
358,935
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184,396
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||||||
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Fixed assets, net of accumulated depreciation of $34,511 and $28,435, respectively
|
38,380
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44,456
|
||||||
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Other assets
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183,560
|
281,896
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||||||
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Total assets
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$
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6,578,816
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$
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8,137,156
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||||
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LIABILITIES AND EQUITY
|
||||||||
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Compensation payable
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$
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401,193
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$
|
709,663
|
||||
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Payable to affiliates
|
106,505
|
985,632
|
||||||
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Income tax payable
|
52,046
|
53,572
|
||||||
|
Accrued expenses and other liabilities
|
574,583
|
350,948
|
||||||
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Total liabilities
|
1,134,327
|
2,099,815
|
||||||
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Commitments and contingencies (Note 9)
|
-
|
-
|
||||||
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Equity
|
||||||||
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Common stock, $0.01 par value; 100,000,000 shares authorized and 600,090 shares issued and outstanding
|
6,001
|
6,001
|
||||||
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Additional paid-in capital
|
53,886,180
|
53,886,180
|
||||||
|
Accumulated deficit
|
(48,447,692
|
)
|
(47,854,840
|
)
|
||||
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Total equity
|
5,444,489
|
6,037,341
|
||||||
|
Total liabilities and equity
|
$
|
6,578,816
|
$
|
8,137,156
|
||||
See notes to condensed consolidated financial statements.
MORGAN GROUP HOLDING CO.
UNAUDITED
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
|||||||||||||
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Revenues
|
||||||||||||||||
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Commissions
|
$
|
1,100,225
|
$
|
1,504,066
|
$
|
2,139,168
|
$
|
3,039,311
|
||||||||
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Fees earned from affiliated entities pursuant to research services agreements
|
-
|
375,000
|
-
|
752,500
|
||||||||||||
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Principal transactions
|
(2,060
|
)
|
(1,190
|
)
|
(2,963
|
)
|
(1,270
|
)
|
||||||||
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Dividends and interest
|
11,833
|
58,085
|
48,089
|
121,778
|
||||||||||||
|
Underwriting fees
|
-
|
94,177
|
30,488
|
94,177
|
||||||||||||
|
Sales manager fees
|
-
|
122,571
|
334,825
|
122,571
|
||||||||||||
|
Other revenues
|
151
|
2,103
|
3,258
|
8,012
|
||||||||||||
|
Total revenues
|
1,110,149
|
2,154,812
|
2,552,865
|
4,137,079
|
||||||||||||
|
Expenses
|
||||||||||||||||
|
Compensation and related costs
|
836,541
|
2,483,153
|
1,979,974
|
4,962,045
|
||||||||||||
|
Clearing charges
|
315,191
|
313,493
|
618,029
|
603,874
|
||||||||||||
|
General and administrative
|
346,964
|
239,988
|
658,073
|
564,830
|
||||||||||||
|
Occupancy and equipment
|
52,800
|
196,898
|
157,241
|
392,740
|
||||||||||||
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Total expenses
|
1,551,496
|
3,233,532
|
3,413,317
|
6,523,489
|
||||||||||||
|
Loss before income tax benefit
|
(441,347
|
)
|
(1,078,720
|
)
|
(860,452
|
)
|
(2,386,410
|
)
|
||||||||
|
Income tax benefit
|
(130,949
|
)
|
(245,558
|
)
|
(267,600
|
)
|
(512,606
|
)
|
||||||||
|
Net loss
|
$
|
(310,398
|
)
|
$
|
(833,162
|
)
|
$
|
(592,852
|
)
|
$
|
(1,873,804
|
)
|
||||
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Net loss per share
|
||||||||||||||||
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Basic and diluted
|
$
|
(0.52
|
)
|
$
|
(1.52
|
)
|
$
|
(0.99
|
)
|
$
|
(3.42
|
)
|
||||
|
Weighted average shares outstanding:
|
||||||||||||||||
|
Basic and diluted
|
600,090
|
548,591
|
600,090
|
548,591
|
||||||||||||
See notes to condensed consolidated financial statements.
MORGAN GROUP HOLDING CO.
UNAUDITED
|
Shares
|
Common
Stock
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
|
||||||||||||||||
|
Balance at December 31, 2019
|
600,090
|
$
|
6,001
|
$
|
53,886,180
|
$
|
(47,854,840
|
)
|
$
|
6,037,341
|
||||||||||
|
Net loss
|
-
|
-
|
-
|
(282,454
|
)
|
(282,454
|
)
|
|||||||||||||
|
Balance at March 31, 2020
|
600,090
|
6,001
|
53,886,180
|
(48,137,294
|
)
|
5,754,887
|
||||||||||||||
|
Net loss
|
-
|
-
|
-
|
(310,398
|
)
|
(310,398
|
)
|
|||||||||||||
|
Balance at June 30, 2020
|
600,090
|
6,001
|
53,886,180
|
(48,447,692
|
)
|
5,444,489
|
||||||||||||||
|
Shares
|
Common
Stock
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
|
||||||||||||||||
|
Balance at December 31, 2018
|
548,590
|
$
|
5,486
|
$
|
56,260,806
|
$
|
(45,948,247
|
)
|
$
|
10,318,045
|
||||||||||
|
Net loss
|
-
|
-
|
-
|
(1,040,642
|
)
|
(1,040,642
|
)
|
|||||||||||||
|
Balance at March 31, 2019
|
548,590
|
5,486
|
56,260,806
|
(46,988,889
|
)
|
9,277,403
|
||||||||||||||
|
Net loss
|
-
|
-
|
-
|
(833,162
|
)
|
(833,162
|
)
|
|||||||||||||
|
Capital distribution
|
-
|
-
|
(3,300,000
|
)
|
-
|
(3,300,000
|
)
|
|||||||||||||
|
Balance at June 30, 2019
|
548,590
|
5,486
|
52,960,806
|
(47,822,051
|
)
|
5,144,241
|
||||||||||||||
See notes to condensed consolidated financial statements.
MORGAN GROUP HOLDING CO. AND SUBSIDIARY
UNAUDITED
|
Six months ended June 30,
|
||||||||
|
2020
|
2019
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net loss
|
$
|
(592,852
|
)
|
$
|
(1,873,804
|
)
|
||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Depreciation
|
6,076
|
6,319
|
||||||
|
Deferred income tax, net
|
(4,961
|
)
|
280,931
|
|||||
|
(Increase)/decrease in assets:
|
||||||||
|
Receivables from brokers and clearing organizations
|
107,414
|
(13,659
|
)
|
|||||
|
Receivables from affiliates
|
(103,008
|
)
|
(42,919
|
)
|
||||
|
Income taxes receivable
|
(169,578
|
)
|
(20,929
|
)
|
||||
|
Other assets
|
98,336
|
(8,213
|
)
|
|||||
|
Increase/(decrease) in liabilities:
|
||||||||
|
Compensation payable
|
(308,470
|
)
|
(536,749
|
)
|
||||
|
Payable to affiliates
|
(879,127
|
)
|
(172,945
|
)
|
||||
|
Income taxes payable
|
(1,526
|
)
|
-
|
|||||
|
Accrued expenses and other liabilities
|
223,635
|
2,483
|
||||||
|
Total adjustments
|
(1,031,209
|
)
|
(505,681
|
)
|
||||
|
Net cash used in operating activities
|
(1,624,061
|
)
|
(2,379,485
|
)
|
||||
|
Cash flows from financing activities;
|
||||||||
|
Capital distribution
|
-
|
(3,300,000
|
)
|
|||||
|
Cash used in financing activities
|
-
|
(3,300,000
|
)
|
|||||
|
Net decrease in cash, cash equivalents, and restricted cash
|
(1,624,061
|
)
|
(5,679,485
|
)
|
||||
|
Cash, cash equivalents, and restricted cash at beginning of period
|
6,787,097
|
11,530,705
|
||||||
|
Cash, cash equivalents, and restricted cash at end of period
|
$
|
5,163,036
|
$
|
5,851,220
|
||||
|
Supplemental disclosures of cash flow information:
|
||||||||
|
Cash received from Associated Capital Group, Inc. for income taxes
|
$
|
91,536
|
$
|
781,478
|
||||
|
Reconciliation to cash, cash equivalents, and restricted cash:
|
||||||||
|
Cash and cash equivalents
|
$
|
4,963,036
|
$
|
5,651,220
|
||||
|
Restricted cash: deposits with clearing organizations
|
200,000
|
200,000
|
||||||
|
Cash, cash equivalents, and restricted cash
|
$
|
5,163,036
|
$
|
5,851,220
|
||||
See notes to condensed consolidated financial statements.
MORGAN GROUP HOLDING CO. AND SUBSIDIARIES
June 30, 2020
(Unaudited)
Organization and Business Description
Morgan Group Holding Co. (the “Company,” “Morgan Group,” or “Morgan”) was incorporated in November 2001 as a Delaware corporation to serve as a holding company which seeks acquisitions as part of its
strategic alternatives. Prior to the October 31, 2019 merger with G.research, LLC (“G.research”), discussed below, Morgan Group had no operating companies.
The Company acquired G.research from Associated Capital Group, Inc. (“AC”), an affiliate of the Company, on October 31, 2019, in exchange for issuing 500,000 shares of the Company’s common stock to
AC (the “Merger”). Accordingly, G.research became a wholly owned subsidiary of the Company. Prior to the transaction, G.research was a wholly-owned subsidiary of Institutional Services holdings, LLC, which, in turn, is a wholly-owned subsidiary of AC.
After the transaction, AC has an 83.3% ownership interest in the Company. As a result of this common ownership, the transaction was treated as a combination between entities under common control that led to a change in the reporting entity. The
recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. Further, the companies were also combined retrospectively for prior year comparative information in the financial statements of the Company
issued after the Merger, including for the three months and six months ended June 30, 2019 in these condensed consolidated financial statements. Consistent with our financial statements as of December 31, 2019 in our Form 10-K, the common stock,
additional paid in capital, and accumulated deficit amounts in these condensed consolidated financial statements have been restated as of December 31, 2018 to reflect the recapitalization in accordance with the shares issued as a result of the Merger.
On March 16, 2020, AC’s Board of Directors approved the spin-off of the Company to AC’s shareholders. Upon execution of the spin-off, AC will distribute to its shareholders on a pro rata basis the
500,000 shares of Morgan that AC owns.
G.research is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and is regulated by the Financial Industry Regulatory Authority (“FINRA”).
The Company provides institutional investors and investment partnerships with investment research with a particular focus on small-cap and mid-cap companies. The team of sell-side analysts follows
industry sectors on a global basis and performs fundamental security analysis using a Private Market Value (“PMV”) framework. PMV investing is a disciplined, research-driven approach based on security analysis. In this process, the analyst selects
stocks whose intrinsic value, based on the analyst’s estimate of current asset value and future growth and earnings power, is significantly different from the public market value as reflected in the public market. PMV is defined as the price an
informed industrial buyer would be likely to pay to acquire the business. The research focuses on company fundamentals, cash flow statistics, and catalysts that will help realize returns.
The Company generates brokerage commission revenues from securities transactions executed on an agency basis on behalf of institutional clients and mutual funds, private wealth management clients,
and retail customers of affiliated companies. The Company generates revenue from syndicated underwriting activities. It primarily participates in the offerings of certain closed-end funds advised by Gabelli Funds, LLC, a wholly-owned subsidiary of
GAMCO Investors, Inc. (“GBL”), an affiliate. The Company also earns investment income generated from its proprietary trading activities.
The Company acts as an introducing broker, and all securities transactions for the Company and its customers are cleared through and carried by three New York Stock Exchange (“NYSE”) member firms on
a fully disclosed basis. The Company has Proprietary Accounts of Introducing Brokers (“PAIB”) agreements with these firms. Accordingly, open customer transactions are not reflected in the accompanying Condensed Consolidated Statement of Financial
Condition. The Company is exposed to credit losses on these open transactions in the event of nonperformance by its customers, pursuant to conditions of its clearing agreements with its clearing brokers. This exposure is mitigated by the clearing
brokers’ policy of monitoring the collateral and credit of the counterparties until the transaction is completed.
The Company’s principal market is in the United States (“U.S.”).
|
1.
|
Significant Accounting Policies
|
Basis of Presentation
The unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and
pursuant to the requirements for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the
unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair presentation of financial position, results of operations, and cash flows of Morgan for the interim
periods presented and are not necessarily indicative of a full year’s results.
The interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, G.research, from the date of the Merger with retrospective application.
Intercompany accounts and transactions have been eliminated.
These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our annual report on Form 10-K for the
year ended December 31, 2019.
On June 10, 2020, the Company completed a 1-for-100 reverse stock split of the Company's outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the Company's
issued and outstanding common stock decreased from 60,009,005 shares to 600,090. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, unless otherwise noted, all historical share and per share
information as well as common stock and additional paid in capital balances contained in the consolidated financial statements and related footnotes have been restated to retroactively show the effect of the Reverse Stock Split.
Use of Estimates
The Company’s financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during that reporting period. Actual results could differ from those estimates.
Recent Accounting Developments
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which amends the guidance in U.S. GAAP for the accounting for
leases. ASU 2016-02 requires a lessee to recognize assets and liabilities arising from most operating leases in the consolidated statements of financial condition. The Company adopted this ASU effective January 1, 2019 with no material impact on its
consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which requires an organization
to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Currently, U.S. GAAP requires an “incurred loss” methodology that delays
recognition until it is probable a loss has been incurred. Under ASU 2016-13, the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected. The consolidated
statements of operations will reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. In November 2019, the FASB
issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), Leases (Topic 842): Effective Dates (ASU 2019-10), which deferred the effective date of this guidance
for smaller reporting companies for three years. This guidance is effective for the Company on January 1, 2023 and requires a modified retrospective transition method, which will result in a cumulative-effect adjustment in retained earnings upon
adoption. Early adoption is permitted. The Company is currently assessing the potential impact of this new guidance on the Company’s consolidated financial statements.
| 2. |
Revenue from Contracts with Customers
|
The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers
(“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the
contract, and recognize revenue when the Company satisfies a performance obligation.
Significant judgments that affect the amounts and timing of revenue recognition:
The Company’s analysis of the timing of revenue recognition of each revenue stream is based on the provisions of each respective contract. Performance obligations could, however, change from time to
time if and when existing contracts are modified or new contracts are entered into. These changes could potentially affect the timing of satisfaction of performance obligations, the determination of the transaction price, and the allocation of the
price to performance obligations. In the case of the revenue streams discussed below, the performance obligation is satisfied either at a point in time or over time. The judgments outlined below, where the determination as to these factors is discussed
in detail, are continually reviewed and monitored by the Company when new contracts or contract modifications occur. Transaction price is in all instances formulaic and not subject to significant (or any) judgment at the current time.
The Company’s assessment of the recognition of these revenues is as follows:
Revenue from contracts with customers includes commissions, fees earned from affiliated entities pursuant to research services agreements, underwriting fees, and sales manager fees.
Commissions
Brokerage commissions. Acting as agent, the Company buys and sells securities on behalf of its customers. Commissions are charged on the execution of these securities transactions made on
behalf of client accounts and are negotiated. The Company recognizes commission revenue when the related securities transactions are executed on the trade date. The Company believes that the performance obligation is satisfied on the trade date because
that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon, and the risks and rewards of ownership have been transferred to/from the customer. Commissions earned are typically collected from the clearing
brokers utilized by the Company on a daily or weekly basis.
Hard dollar payments. The Company provides research services to unrelated parties, for which direct payment is received. The company may, or may not, have contracts for such services. Where a
contract for such services is in place, the contractual fee for the period is recognized ratably over the contract period, which is considered the period over which the Company satisfies its performance obligation. For payments where no research
contract exists, revenue is not recognized until agreement is reached with the client at which time the performance obligation is considered to have been met and revenue is recognized.
Commission revenues are impacted by the perceived value of the research product provided to clients, the volume of securities transactions, and the acquisition or loss of new client relationships.
Fees earned from affiliated entities pursuant to research services agreements
The Company receives direct payments for research services provided to related parties pursuant to contracts. The contractual fee for the period is fixed and recognized ratably over the contract
period, typically a calendar year, which is considered the period over which the Company satisfies its performance obligation. Payments for contracts with affiliated parties are collected monthly.
Underwriting fees
Underwriting fees. The Company acts as underwriter in an agent capacity. Revenues are earned from fees arising from these offerings and the terms are set
forth in contracts between the underwriters and the issuer. The Company’s underwriting revenue is considered to be conditional revenue because it is subject to reduction to zero once the offsetting syndicate expenses have been quantified by the
syndicate manager (i.e., lead underwriter) and allocated to each underwriter in proportion to their participation in the offering. Revenue recognition is therefore delayed until it is probable that a significant reversal in the amount of revenue
recognized will not occur. That is, it is recognized only when uncertainty associated with the syndicate expenses is subsequently resolved and final settlement of syndicate accounts is affected by the syndicate manager. Payment is typically received
from the syndicate manager within ninety days after settlement date.
Selling concessions. The Company participates as a member of the selling group of underwritten equity offerings and receives compensation based on the
difference between what its customers pay for the securities sold to its institutional clients and what the issuer receives. The terms of the selling concessions are set forth in contracts between the Company and the underwriter. Revenue is recognized
on the trade date (the date on which the Company purchases the securities from the issuer) for the portion the Company is contracted to buy. The Company believes that the trade date is the appropriate point in time to recognize revenue for securities
underwriting transactions as there are no significant actions the Company needs to take subsequent to this date, and the issuer obtains the control and benefit of the capital markets offering at this point. Selling concessions earned are typically
collected from the clearing brokers utilized by the Company on a daily or weekly basis.
Sales manager fees
The Company participates as sales manager of at-the-market offerings of certain affiliated closed-end funds and receives a tiered percentage of proceeds as stipulated in agreements between the
Company, the funds and the funds’ investment adviser. The Company recognizes sales manager fees upon sale of the related closed-end funds. Sales manager fees earned are fixed and typically collected from the clearing brokers utilized by the Company on
a daily or weekly basis.
Revenue Disaggregated
Total revenues from contracts with customers by type were as follows for the three months and six months ended June 30, 2020 and 2019:
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
|||||||||||||
|
Commissions
|
$
|
999,541
|
$
|
1,415,928
|
$
|
1,936,325
|
$
|
2,842,163
|
||||||||
|
Hard dollar payments
|
100,684
|
88,138
|
202,843
|
197,148
|
||||||||||||
|
1,100,225
|
1,504,066
|
2,139,168
|
3,039,311
|
|||||||||||||
|
Research services
|
-
|
375,000
|
-
|
752,500
|
||||||||||||
|
Underwriting fees
|
-
|
94,177
|
30,488
|
94,177
|
||||||||||||
|
Sales manager fees
|
-
|
122,571
|
334,825
|
122,571
|
||||||||||||
|
$
|
1,100,225
|
$
|
2,095,814
|
$
|
2,504,481
|
$
|
4,008,559
|
|||||||||
3. Related Party Transactions
At June 30, 2020 and December 31, 2019, the Company had an investment of $4,938,005 and $6,579,577, respectively, in The Gabelli U.S. Treasury Money Market Fund advised by Gabelli Funds, LLC, which
is an affiliate of the Company. The amount is recorded in cash and cash equivalents in the Condensed Consolidated Statements of Financial Condition. Income earned from this investment totaled $5,909 and $53,464 for the three months ended June 30, 2020
and 2019, respectively, and $35,459 and $112,499 for the six months ended June 30, 2020 and 2019, respectively, and is included in dividends and interest in the Condensed Consolidated Statements of Operations.
For the three months ended June 30, 2020 and 2019, the Company earned $789,875 and $1,154,633 or approximately 72% and 77%, respectively, of its commission revenue from transactions executed on
behalf of funds advised by Gabelli Funds, LLC. (“Gabelli Funds”) and private wealth management clients advised by GAMCO Asset Management Inc., (“GAMCO Asset”), each affiliates of the Company. For the six months ended June 30, 2020 and 2019, the Company
earned $1,481,659 and $2,287,478 or approximately 69% and 75%, respectively, of its commission revenue from transactions executed on behalf of funds advised by Gabelli Funds and private wealth management clients advised by GAMCO Asset. For the three
months and six months ended June 30, 2019, GAMCO Asset and Gabelli Funds paid a total of $375,000 and $752,500, respectively, to the Company pursuant to research services agreements (see Note 2). No amounts for such services were paid during the three
months and six months ended June 30, 2020. These agreements were terminated effective January 1, 2020.
The Company participated as agent in the secondary offerings of the GAMCO Global Gold, Natural Resources & Income Trust (“GGN”). Pursuant to sales agreements between the parties, the Company earned sales manager fees
related to this offering of $0 and $122,571 during the three months ended June 30, 2020 and 2019, respectively, and $334,825 and $122,571 during the six months ended June 30, 2020 and 2019, respectively. Sales manager fees are separately disclosed in
the Condensed Consolidated Statements of Operations.
The Company participated in the secondary offerings of the preferred stock of affiliated closed end funds in December 2019. The final settlements were received during March 2020 resulting in
underwriting fees of $0 and $30,488 for the three months and six months ended June 30, 2020, respectively.
The Company pays AC a management fee equal to 20% of the Company’s year-to-date pretax profits before consideration of this fee. In the three months and six months ended June 30, 2020 and 2019, the
Company did not pay a management fee to AC as there were no pretax profits.
AC has a sublease agreement with GBL that expired on April 1, 2020 and continues on a month to month basis. AC allocates this expense to the Company based on the percentage of square footage occupied
by the Company’s employees (including pro rata allocation of common space). For the three months ended June 30, 2020 and 2019, the Company paid $26,211 and $82,843, respectively, under the sublease agreement. For the six months ended June 30, 2020 and
2019, the Company paid $53,324 and $165,756, respectively, under the sublease agreement. These amounts are included within occupancy and equipment expenses on the Condensed Consolidated Statements of Operations.
| 4. |
Fair Value
|
The carrying amounts of all financial instruments in the Condensed Consolidated Statements of Financial Condition approximate their fair values.
The Company’s financial instruments have been categorized based upon a fair value hierarchy:
|
-
|
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets include cash equivalents.
|
|
-
|
Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar
assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.
|
|
-
|
Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. These assets include infrequently traded
common stocks.
|
The following tables present information about the Company’s assets and liabilities by major category measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019 and
indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:
Assets Measured at Fair Value on a Recurring Basis as of June 30, 2020:
|
Assets
|
Quoted Prices in Active
Markets for Identical
Assets (Level 1)
|
Significant Other
Observable
Inputs (Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
Total
|
||||||||||||
|
Cash equivalents
|
$
|
4,938,005
|
$
|
-
|
$
|
-
|
$
|
4,938,005
|
||||||||
|
Total assets at fair value
|
$
|
4,938,005
|
$
|
-
|
$
|
-
|
$
|
4,938,005
|
||||||||
There were no transfers between any Levels during the three months and six months ended June 30, 2020.
Assets Measured at Fair Value on a Recurring Basis as of December 31, 2019:
|
Assets
|
Quoted Prices in Active
Markets for Identical
Assets (Level 1)
|
Significant Other
Observable
Inputs (Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
Total
|
||||||||||||
|
Cash equivalents
|
$
|
6,579,577
|
$
|
-
|
$
|
-
|
$
|
6,579,577
|
||||||||
|
Total assets at fair value
|
$
|
6,579,577
|
$
|
-
|
$
|
-
|
$
|
6,579,577
|
||||||||
There were no transfers between any Levels during the year ended December 31, 2019.
Cash equivalents primarily consist of an affiliated money market mutual fund, which is invested solely in U.S. Treasuries and valued based on the net asset value of the fund.
Financial assets disclosed but not carried at fair value
The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items.
| 5. |
Retirement Plan
|
The Company participates in AC’s incentive savings plan (the “Plan”), covering substantially all employees. Company contributions to the Plan are determined annually by management of the Company and
AC’s Board of Directors but may not exceed the amount permitted as a deductible expense under the Internal Revenue Code. Amounts expensed for allocated contributions to this Plan amounted to approximately $4,436 for each of the three months ended
March 31, 2020 and 2019 and 8,872 for each of the six months ended June 30, 2020 and 2019 and were recorded as compensation and related costs in the Condensed Consolidated Statements of Operations.
| 6. |
Income Taxes
|
The effective tax rate (“ETR”) for the three months ended June 30, 2020 and 2019 was 29.7% and 22.8%, respectively, and the ETR for the six months ended June 30, 2020 and 2019 was 31.1% and 21.5%, respectively. For the
three months and six months ended June 30, 2020, the ETR increase was primarily related to a net operating loss carryback at higher federal rates.
| 7. |
Earnings per Share
|
Basic earnings per share is computed by dividing net income / (loss) attributable to shareholders by the weighted average number of shares outstanding during the period. There were no dilutive shares
outstanding during the periods.
The computations of basic and diluted net loss per share are as follows:
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
|||||||||||||
|
Basic and diluted:
|
||||||||||||||||
|
Net loss attributable to shareholders
|
$
|
(310,398
|
)
|
$
|
(833,162
|
)
|
$
|
(592,852
|
)
|
$
|
(1,873,804
|
)
|
||||
|
Weighted average shares outstanding
|
600,090
|
548,591
|
600,090
|
548,591
|
||||||||||||
|
Basic and diluted net loss per share
|
$
|
(0.52
|
)
|
$
|
(1.52
|
)
|
$
|
(0.99
|
)
|
$
|
(3.42
|
)
|
||||
| 8. |
Equity
|
On June 25, 2019, the Company made a capital distribution of $3.3 million to shareholders.
In conjunction with the Merger on October 31, 2019, the Company issued 500,000 shares of common stock to AC. The common stock, additional paid in capital, earnings per share, and accumulated deficit
amounts in these consolidated financial statements for the period prior to the Merger have been restated to reflect the recapitalization in accordance with the shares issued as a result of the Merger.
On June 10, 2020, the Company completed the Reverse Stock Split. As a result of the Reverse Stock Split, the Company's issued and outstanding common stock decreased from 60,009,005 shares to 600,090.
The par value of the common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, unless otherwise noted, all historical share and per share information as well as common stock and additional paid in capital balances contained in
the consolidated financial statements and related footnotes have been restated to retroactively show the effect of the Reverse Stock Split.
See the Organization and Business Description Note above for detail.
| 9. |
Guarantees, Contingencies, and Commitments
|
The Company has agreed to indemnify its clearing brokers for losses they may sustain from the customer accounts that trade on margin introduced by the Company. At June 30, 2020 and December 31, 2019,
the total amount of customer balances subject to indemnification (i.e., unsecured margin debits) was immaterial. The Company also has entered into arrangements with various other third parties, many of which provide for indemnification of the third
parties against losses, costs, claims, and liabilities arising from the performance of the Company’s obligations under the agreements. The Company has had no claims or payments pursuant to these or prior agreements, and management believes the
likelihood of a claim being made is remote, and therefore, an accrual has not been made in the consolidated financial statements.
From time to time, the Company is named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The
Company is also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions, or other relief. The Company cannot predict the
ultimate outcome of such matters. The consolidated financial statements include the necessary provisions for losses that the Company believes are probable and estimable, if any. Furthermore, the Company evaluates whether losses exist which may be
reasonably possible and, if material, makes the necessary disclosures. Such amounts, both those that are probable and those that are reasonably possible, are not considered material to the Company’s financial condition, operations, or cash flows.
| 10. |
Net Capital Requirements
|
As a registered broker-dealer, G.research is subject to the SEC Uniform Net Capital Rule 15c3-1 (the “Rule”), which specifies, among other requirements, minimum net capital requirements for
registered broker-dealers. G.research computes its net capital under the alternative method as permitted by the Rule, which requires that minimum net capital be the greater of $250,000 or 2% of the aggregate debit items in the reserve formula for
those broker-dealers subject to Rule 15c3-3. G.research is exempt from Rule 15c3-3 pursuant to paragraph (k)(2)(ii) of that rule which exempts all customer transactions cleared through another broker-dealer on a fully disclosed basis. In addition,
our assets at the clearing broker-dealer are treated as allowable assets for net capital purposes as we have in place PAIB agreements pursuant to Rule 15c3-3. These requirements also provide that equity capital may not be withdrawn, advances to
affiliates may not be made, or cash dividends paid if certain minimum net capital requirements are not met. G.research had net capital, as defined, of $4,077,689 and $4,618,033, exceeding the required amount of $250,000 by $3,827,689 and $4,368,033
at June 30, 2020 and December 31, 2019, respectively.
| 11. |
Subsequent Events
|
The spin-off of the shares of Morgan’s common stock held by AC to AC’s shareholders, which was approved by AC’s Board of Directors on March 16, 2020, was made effective on August 5, 2020, at which time AC distributed to
its shareholders on a pro rata basis the 500,000 shares of Morgan that AC owned.
In connection with the spin-off, the Company’s management fee agreement with AC was terminated on August 5, 2020 and the Company’s participation in the Plan is expected to be terminated on September 1, 2020.
| ITEM 2: |
Unless indicated otherwise, or the context otherwise requires, references in this report to the “Company,” “Morgan Group,” “Morgan,”
“we,” “us,” and “our” or similar terms are to Morgan Group Holding Co. and its subsidiary.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this Form 10-Q contains some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements because
they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” and other words and terms of similar meaning. They also appear in
any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we
believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, there can be no assurance that our actual results will not differ materially from what we
expect or believe. We are providing these statements as permitted by the Private Litigation Reform Act of 1995. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our
expectations or if we receive any additional information relating to the subject matters of our forward-looking statements.
OVERVIEW
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes
thereto included in Part I, Item 1 of this Form 10-Q. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Our actual results could differ materially from those
anticipated by such forward-looking statements as discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.
Morgan Group (OTC Pink®: MGHL), through G.research, acts as an underwriter and provides institutional research services. Institutional research services revenues consist of brokerage
commissions derived from securities transactions executed on an agency basis or direct payments from institutional clients as well as underwriting profits, selling concessions and management fees associated with underwriting activities. Commission
revenues vary directly with the perceived value of the research provided, as well as account activity and new account generation.
In light of the dynamics created by COVID-19, its impact on the global supply chain and economy, including government imposed restrictions on travel and the temporary closure of businesses deemed
non-essential across the United States, we anticipate lower transaction volumes from our institutional clients. As a result of this pandemic, the majority of our employees are working remotely, including some of our order execution services. However,
there has been no material adverse impact of remote work arrangements on our operations, including our financial reporting systems, internal control over financial reporting, and disclosure controls and procedures, and there has been no material
challenge in implementing our business continuity plan. The sponsored conferences are taking place as planned using virtual service providers. While at the present time, the Company is unable to estimate the potential impact of COVID-19 on its
financial condition, a significant prolonged disruption in the financial markets leading to materially lower trading activity of the Company’s clients would have a material adverse effect on the Company’s revenue, operating results, and financial
position. Any potential impact to our results of operations and financial condition will depend, to a large extent, on future developments and new information that could emerge regarding the duration and severity of COVID-19 and the actions taken by
authorities and other entities to contain COVID-19 or treat its impact, all of which are beyond our control. We will continue to monitor the virus’ impact on our customers, clients, and financial results.
RESULTS OF OPERATIONS
The following table (in thousands, except per share data) and discussion of our results of operations are based upon data derived from the Condensed Consolidated Statements of Income contained in our condensed
consolidated financial statements and should be read in conjunction with those statements included in Part I, Item 1 of this Form 10-Q:
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
|||||||||||||
|
Revenues
|
||||||||||||||||
|
Commissions
|
$
|
1,100
|
$
|
1,504
|
$
|
2,139
|
$
|
3,039
|
||||||||
|
Fees earned from affiliated entities pursuant to research services agreements
|
-
|
375
|
-
|
753
|
||||||||||||
|
Principal transactions
|
(2
|
)
|
(1
|
)
|
(3
|
)
|
(1
|
)
|
||||||||
|
Dividends and interest
|
12
|
58
|
48
|
122
|
||||||||||||
|
Underwriting fees
|
-
|
94
|
30
|
94
|
||||||||||||
|
Sales manager fees
|
-
|
123
|
335
|
123
|
||||||||||||
|
Other revenues
|
0
|
2
|
3
|
8
|
||||||||||||
|
Total revenues
|
1,110
|
2,155
|
2,553
|
4,137
|
||||||||||||
|
Expenses
|
||||||||||||||||
|
Compensation and related costs
|
837
|
2,483
|
1,980
|
4,962
|
||||||||||||
|
Clearing charges
|
315
|
313
|
618
|
604
|
||||||||||||
|
General and administrative
|
347
|
240
|
658
|
565
|
||||||||||||
|
Occupancy and equipment
|
53
|
197
|
157
|
393
|
||||||||||||
|
Total expenses
|
1,551
|
3,234
|
3,413
|
6,523
|
||||||||||||
|
Loss before income tax benefit
|
(441
|
)
|
(1,079
|
)
|
(860
|
)
|
(2,386
|
)
|
||||||||
|
Income tax benefit
|
(131
|
)
|
(246
|
)
|
(268
|
)
|
(513
|
)
|
||||||||
|
Net loss
|
$
|
(310
|
)
|
$
|
(833
|
)
|
$
|
(593
|
)
|
$
|
(1,874
|
)
|
||||
|
Net loss per share
|
||||||||||||||||
|
Basic and diluted
|
$
|
(0.52
|
)
|
$
|
(1.52
|
)
|
$
|
(0.99
|
)
|
$
|
(3.42
|
)
|
||||
Three Months Ended June 30, 2020 as Compared to the Three Months Ended June 30, 2019
Revenues
Institutional research service revenues were $1.1 million for the three months ended June 30, 2020, $1.0 million, or 47.5%, lower than total revenues of $2.1 million for the three months ended June
30, 2019. Institutional research services revenues by revenue component, excluding principal transactions and dividends and interest, were as follows (dollars in thousands):
|
Three Months Ended June 30,
|
Increase (Decrease)
|
|||||||||||||||
|
2020
|
2019
|
$
|
%
|
|||||||||||||
|
Commissions
|
$
|
1,000
|
$
|
1,416
|
$
|
(416
|
)
|
-29.4
|
%
|
|||||||
|
Hard dollar payments
|
101
|
88
|
13
|
14.2
|
%
|
|||||||||||
|
1,100
|
1,504
|
$
|
(404
|
)
|
-26.8
|
%
|
||||||||||
|
Research services
|
-
|
375
|
(375
|
)
|
-100.0
|
%
|
||||||||||
|
Underwriting fees
|
-
|
94
|
(94
|
)
|
-100.0
|
%
|
||||||||||
|
Sales manager fees
|
-
|
123
|
(123
|
)
|
-100.0
|
%
|
||||||||||
|
Total
|
$
|
1,100
|
$
|
2,096
|
$
|
(996
|
)
|
-47.5
|
%
|
|||||||
Commissions and hard dollar payments for the three months ended June 30, 2020 were $1.1 million, a $0.4 million, or 26.8%, decrease from $1.5 million in the comparable 2019 period. The decrease was primarily due to lower brokerage commissions from securities transactions executed on an agency basis. For the three months ended June 30, 2020 and 2019, respectively, G.research earned $0.8 million and $1.2 million, or approximately 72% and 77%, of its commission revenue from transactions executed on behalf of funds advised by Gabelli Funds, LLC (“Gabelli Funds”) and clients advised by GAMCO Asset Management Inc. (“GAMCO Asset”).
The agreements between G.research and Gabelli Funds and GAMCO Asset to provide institutional research services were terminated effective January 1, 2020. Amounts earned for the three months ended
June 30, 2019 were $0.4 million.
The Company participated as agent in the secondary offerings of the GAMCO Global Gold, Natural Resources & Income Trust (“GGN”). Pursuant to sales agreements between the parties, the Company earned sales manager fees
related to this offering of $0.0 million and $0.1 million for the three months ended June 30, 2020 and 2019, respectively.
Principal Transactions
During the three months ended June 30, 2020 and 2019, net losses from principal transactions were negligible.
Interest and dividend income declined $0.05 million to $0.01 million for the three months ended June 30, 2020 from $0.06 million in the comparable 2019 period primarily due to lower cash and cash
equivalents balances.
Expenses
Total expenses were $1.5 million for the three months ended June 30, 2020, a decrease of $1.7 million, or 52.0%, from $3.2 million in the comparable 2019 period. The decrease results primarily from
lower compensation and related costs.
Compensation costs, which includes salaries, bonuses, and benefits, were $0.8 million for the three months ended June 30, 2020, a decrease of $1.7 million from $2.5 million for the three months ended
June 30, 2019. The decrease was due to headcount reductions.
Income Tax Benefit
For the three months ended June 30, 2020 and 2019, we recorded income tax benefits of $0.1 million and $0.2 million, respectively, and the effective tax rate (“ETR”) was 29.7% and 22.8%, respectively. The ETR increase was primarily related to a net operating loss carryback at higher federal rates.
Net Loss
Net loss for the three months ended June 30, 2020 was $0.3 million versus $0.8 million for the three months ended June 30, 2019.
Six Months Ended June 30, 2020 as Compared to the Six Months Ended June 30, 2019
Revenues
Institutional research service revenues were $2.5 million for six months ended June 30, 2020, $1.5 million, or 37.5%, lower than total revenues of $4.0 million for the six months ended June 30, 2019.
Institutional research services revenues by revenue component, excluding principal transactions and dividends and interest, were as follows (dollars in thousands):
|
Six Months Ended June 30,
|
Increase (Decrease)
|
|||||||||||||||
|
2020
|
2019
|
$
|
%
|
|||||||||||||
|
Commissions
|
$
|
1,936
|
$
|
2,842
|
$
|
(906
|
)
|
-31.9
|
%
|
|||||||
|
Hard dollar payments
|
203
|
197
|
6
|
2.9
|
%
|
|||||||||||
|
2,139
|
3,039
|
$
|
(900
|
)
|
-29.6
|
%
|
||||||||||
|
Research services
|
-
|
753
|
(753
|
)
|
-100.0
|
%
|
||||||||||
|
Underwriting fees
|
30
|
94
|
(64
|
)
|
-67.6
|
%
|
||||||||||
|
Sales manager fees
|
335
|
123
|
212
|
173.2
|
%
|
|||||||||||
|
Total
|
$
|
2,504
|
$
|
4,009
|
$
|
(1,504
|
)
|
-37.5
|
%
|
|||||||
Commissions and hard dollar payments in the 2020 period were $2.1 million, a $0.9 million, or 29.6%, decrease from $3.0 million in the comparable 2019 period. The decrease was primarily due to lower brokerage commissions
from securities transactions executed on an agency basis. For the six months ended June 30, 2020, respectively, G.research earned $1.5 million and $2.3 million, or approximately 69% and 75%, of its commission revenue from transactions executed on
behalf of funds advised by Gabelli Funds and clients advised by GAMCO Asset.
The agreements between G.research and Gabelli Funds and GAMCO Asset to provide institutional research services were terminated effective January 1, 2020. Amounts earned for the six months ended June
30, 2019 were $0.8 million.
The Company participated as agent in the secondary offerings of GGN. Pursuant to sales agreements between the parties, the Company earned sales manager fees related to this offering of $0.3 million and $0.1 for the six
months ended June 30, 2020 and 2019, respectively.
Principal Transactions
During the six months ended June 30, 2020 and 2019, net losses from principal transactions were negligible.
Interest and dividend income declined $0.07 million to $0.05 million in the six months ended June 30, 2020 from $0.12 million in the comparable 2019 period primarily due to lower cash and cash
equivalents balances.
Expenses
Total expenses were $3.4 million for the six months ended June 31, 2020, a decrease of $3.1 million, or 47.7%, from $6.5 million in the comparable 2019 period. The decrease results primarily from
lower compensation and related costs.
Compensation costs, which includes salaries, bonuses, and benefits, were $2.0 million for the six months ended June 30, 2020, a decrease of $3.0 million from $5.0 million for the three months ended
June 30, 2019. The decrease was due to headcount reductions.
Income Tax Benefit
For the six months ended June 30, 2020 and 2019, we recorded income tax benefits of $0.3 million and $0.5 million, respectively, and the ETR was
31.1% and 21.5%, respectively. The ETR increase was primarily related to a net operating loss carryback at higher federal rates.
Net Loss
Net loss for the six months ended June 30, 2020 was $0.6 million versus $1.9 million for the six months ended June 30, 2019.
LIQUIDITY AND CAPITAL RESOURCES
Our principal assets are highly liquid in nature and consist of cash and cash equivalents, comprised primarily of a 100% U.S. Treasury money market fund, The Gabelli U.S. Treasury
Money Market Fund, managed by Gabelli Funds, LLC, which is an affiliate of the Company. Summary cash flow data for the first six months of 2020 and 2019 was as follows (in thousands):
|
Six months ended June 30,
|
||||||||
|
2020
|
2019
|
|||||||
|
Cash flows provided by (used in) activities:
|
||||||||
|
Operating activities
|
$
|
(1,624
|
)
|
$
|
(2,379
|
)
|
||
|
Financing activities
|
-
|
(3,300
|
)
|
|||||
|
Net decrease in cash and cash equivalents
|
(1,624
|
)
|
(5,679
|
)
|
||||
|
Cash and cash equivalents, beginning of period
|
6,587
|
11,331
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
4,963
|
$
|
5,651
|
||||
As of June 30, 2020, we had cash and cash equivalents of $5.0 million, a decrease of $1.6 million from December 31, 2019, primarily due to the Company’s operating activities. Net cash used by operating activities was
$1.6 million for the six months ended June 30, 2020, resulting from a net loss of $0.6 million adjusted for certain non-cash items and changes in assets and liabilities. Net cash used by operating activities
was $2.4 million for the six months ended June 30, 2019, primarily as a result of a net loss of $1.9 million adjusted for certain non-cash items and changes in assets and liabilities. Net cash used by financing
activities was $3.3 million for the six months ended June 30, 2019 as a result of a capital distribution.
Critical Accounting Policies
The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenues and expenses
during the reporting periods presented. Actual results could differ significantly from those estimates. See Note B in Part II, Item 8, Financial Statements and Supplementary Data, and the Company’s Critical
Accounting Policies in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in Morgan Group’s 2019 annual report on Form 10-K filed with the SEC on April 2,
2020 for details on Critical Accounting Policies.
| ITEM 3. |
Smaller reporting companies are not required to provide the information required by this item.
| ITEM 4. |
The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be timely disclosed, is recorded,
processed, summarized, and reported to management within the time periods specified in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. The Company’s principal executive officer and principal financial officer, after evaluating the effectiveness of
the Company’s disclosure controls and procedures (as defined in the Exchange Act) as of the end of the period covered by this report, have concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance
that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms.
There have been no changes in our internal control over financial reporting, as defined by Rule 13a-15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
| PART II: |
OTHER INFORMATION
|
| ITEM 1. |
From time to time, the Company may be named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The Company is also subject
to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. For any such matters, the condensed consolidated
financial statements include the necessary provisions for losses that the Company believes are probable and estimable. Furthermore, the Company evaluates whether there exist losses which may be reasonably possible and will, if material, make the
necessary disclosures. However, management believes such amounts, both those that are probable and those that are reasonably possible, are not material to the Company’s financial condition, results of operations, or cash flows at June 30, 2020. See
also Note 9, Guarantees, Contingencies, and Commitments, to the condensed consolidated financial statements in Part I, Item I of this Form 10-Q.
| ITEM 1A. |
Smaller reporting companies are not required to provide the information required by this item.
| ITEM 6. |
|
Certification of CEO pursuant to Rule 13a-14(a).
|
||
|
Certification of CAO pursuant to Rule 13a-14(a).
|
||
|
|
||
|
Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
|
|
||
|
Certification of CAO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
104.
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
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.
MORGAN GROUP HOLDING CO.
(Registrant)
By: /s/ Joseph L. Fernandez
Name: Joseph L. Fernandez
Title: Executive Vice President - Finance
Date: August 14, 2020
20
Certification
I, Vincent Amabile, Jr., certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Morgan Group Holding Co.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
|
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial data; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ Vincent Amabile, Jr. | |
|
|
|
Vincent Amabile, Jr. |
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
Date: August 14, 2020 |
Exhibit 31.2
Certification
I, Joseph L Fernandez, certify that:
| 6. |
I have reviewed this quarterly report on Form 10-Q of Morgan Group Holding Co.;
|
| 7. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
| 8. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
| 9. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
| e) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| f) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| g) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
|
| h) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 10. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
| c) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial data; and
|
| d) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
| By: | /s/ Joseph L Fernandez | |
|
|
|
Joseph L Fernandez |
|
|
|
Executive Vice President – Finance
(Principal Financial Officer)
|
|
|
|
|
|
|
|
Date: August 14, 2020 |
Exhibit 32.1
Certification of CEO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Morgan Group
Holding Co. (the “Company”) for the quarterly period ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Vincent
Amabile, Jr., as Chief Executive Officer (Principal Executive Officer) of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
| (1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
| (2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Vincent Amabile, Jr.
Vincent Amabile, Jr.
Chief Executive Officer
(Principal Executive Officer)
August 14, 2020
This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
Exhibit 32.2
Certification of PFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Morgan Group Holding Co. (the “Company”) for the quarterly period ended June 30, 2020 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), Joseph L Fernandez, as Executive Vice President – Finance (Principal Financial
Officer) of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
| (1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
| (2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Joseph L Fernandez
Joseph L Fernandez
Executive Vice President – Finance
(Principal Financial Officer)
August 14, 2020
This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of
2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.