8-K
SIEBERT FINANCIAL CORP (SIEB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2022
Siebert Financial Corp.
(Exact name of registrant as specified in its charter)
| New York | 0-5703 | 11-1796714 |
|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | | 535 Fifth Avenue, 4^th^ Floor, New York, NY | 10017 | | --- | --- |
| (Address of principal executive offices) | (Zip Code) | | Registrant’s telephone number, including area code: (212) 644-2400 | | --- | | (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|
| Common Stock - $0.01 par value | SIEB | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On March 30, 2022, Siebert Financial Corp. (the “Company”) issued a press release announcing financial results for the year ended December 31, 2021. A copy of such release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, Item 2.02, including the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|
| 99.1 | Press Release dated March 30, 2022. |
| 104 | Cover Page Interactive Data File (embedded with Inline XBRL document). |
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.
| Dated: April 4, 2022 | SIEBERT FINANCIAL CORP. | ||
|---|---|---|---|
| By | /s/ Andrew H. Reich | ||
| Andrew H. Reich |
| | | Executive Vice President, Chief Operating | |
| | | Officer, Chief Financial Officer, Secretary | |
| | | and Director (Principal executive, financial | |
| | | and accounting officer) | |
Exhibit99.1
Siebert Reports Fourth Quarter and Full Year 2021Financial Results
| · | Revenue Growth of 23% for Full Year 2021 |
|---|---|
| · | Operating Income Growth of 111% for Full Year2021 |
| --- | --- |
| · | Stockholder’s Equity Growth of 30% forFull Year 2021 |
| --- | --- |
| · | MSCO Net Capital Growth of 32% for Full Year2021 |
| --- | --- |
| · | Strategic Investments in Tigress and HedgeConnection Extend Siebert’s Commitment to Empowering Clients’ Success While Helping Narrow the Wealth Gap Through InclusiveInvesting |
| --- | --- |
NEW YORK, NY – March 30, 2022 – SiebertFinancial Corp. (NASDAQ: SIEB ) (“Siebert”), a mission-driven provider of financial services, today reported financial results for the full year ended December 31, 2021.
Full Year 2021 Financial Highlights
| · | Revenue of $67.5 million, up<br>23% from the prior year period |
|---|---|
| · | Operating income of $6.8 million,<br>up 111% from the prior year period |
| --- | --- |
| · | Operating margin of 10.0%,<br>an improvement compared to 5.8% in the prior year period |
| --- | --- |
| · | Net income of $5.0 million,<br>up 69% from the prior year period |
| --- | --- |
| · | Earnings per share of $0.16<br>increased 60% from $0.10 in the prior year period |
| --- | --- |
| · | Total assets under management<br>of $17.3 billion, an increase from $16.2 billion from the end of 2020 |
| --- | --- |
Recent Business Highlights
| · | Completed<br>previously announced strategic investment in Tigress Financial<br>Partners and launched RISE Financial Services, a woman-owned, diverse financial services firm, extending Siebert’s 50+ year history<br>of diversity, equity, and inclusion which began with the legendary Muriel Siebert. RISE Prime, a division of RISE Financial Services,<br>specializes in offering a comprehensive suite of prime brokerage services aligned with the growing mission-driven Environmental, Social<br>and Governance (ESG) initiatives of institutional investors. |
|---|---|
| · | Completed<br>a minority investment in Hedge Connection, the only woman<br>owned FinTech company offering a capital introduction solution platform for hedge funds. Hedge Connection is democratizing the capital<br>raising process so that all managers, including talented minority and woman emerging managers, can gain access to institutional investors<br>and break down barriers that impede growth. |
| --- | --- |
| · | Purchased<br>office building in Miami, Florida to serve as the headquarters<br>for Siebert. Miami is continuing to grow as a major hub for financial companies, and the building purchase strengthens Siebert’s<br>presence in the Greater Miami area following the opening of Siebert’s Miami office in 2019. |
| --- | --- |
Management Commentary
“Our financial results for 2021 reflect the continued execution of our strategic objectives, which has established a solid foundation for Siebert in 2022,” said Gloria E. Gebbia, controlling shareholder and board member of Siebert. “Siebert is a
mission-driven financial services company, and we continue to modernize our offerings to empower our clients’ success while helping narrow the wealth gap through inclusive investing. The recent rebranding of RISE along with our minority investment in Hedge Connection further strengthens our commitment and positions Siebert as a strategic partner to institutional clients when diversity and access to best-in-class prime brokerage services matter.”
Andrew Reich, CFO of Siebert, commented: “Our strong revenue performance in 2021 was driven by our Securities Finance and Market Making divisions, which contributed to the 23% topline growth we delivered in 2021 along with improved profitability. Both our Securities Finance and Market Making divisions achieved year-over-year revenue growth of almost 200% and continue to be key areas to achieve future growth initiatives. Further, revenues from our Investment Advisory subsidiary NXT increased by over 46% and we continue to look for opportunities to expand offerings and services. We continue to focus on identifying opportunities to further drive revenue growth and improve profitability while continuing to support the goals of our strategic partners and clients.”
Notice to Investors
This communication is provided for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any securities in the United States or elsewhere.
About Siebert Financial Corp.
Siebert is a diversified financial services company that has been in business and a member of the NYSE since 1967 when Muriel Siebert became the first woman to own a seat on the NYSE and the first to head one of its member firms.
Siebert operates through its subsidiaries Muriel Siebert & Co., Inc., Siebert AdvisorNXT, Inc., Park Wilshire Companies, Inc., Rise Financial Services, LLC, Siebert Technologies, LLC and StockCross Digital Solutions, Ltd. Through these entities, Siebert provides a full range of brokerage and financial advisory services including securities brokerage, investment advisory and insurance offerings, prime brokerage, capital intro, and corporate stock plan administration solutions. For over 50 years, Siebert has been a mission-driven company that values its clients, shareholders, and employees. More information is available at www.siebert.com.
Cautionary Note Regarding Forward-Looking Statements
The statements contained in this press release, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.
These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of our management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q.
We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.
InvestorRelations:
Alex Kovtun and Matt Glover
Gateway Group, Inc.
949-574-3860
sieb@gatewayir.com