SHOCHET HOLDING CORP
10QSB, 2000-12-15
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[ X ]    Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the quarterly period ended October 31, 2000

                           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 number 1-15733

                             SHOCHET HOLDING CORP.
             (Exact name of registrant as specified in its charter)


Delaware                                                     59-2651232
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                         Identification No.)

        2351 East Hallandale Beach Blvd., Hallandale Beach, Florida 33009
               (Address of principal executive offices) (Zip Code)

                                 (954) 454-0304

              (Registrant's telephone number, including area code)


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 [X] No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Class                                            Outstanding at December 1, 2000

Common Stock, $0.0001 par value                               2,245,000 shares


<PAGE>




                              SHOCHET HOLDING CORP.
                                   FORM 10-QSB
                 For the quarterly period ended October 31, 2000

                                      Index


Part I - Financial Information                                              Page

Item 1. Consolidated Financial Statements

        Statement of Operations                                                3

        Balance Sheet                                                          4

        Statement of Changes in Stockholders' Equity                           5

        Statement of Cash Flows                                                6

        Notes                                                                  7

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                    9


Part II - Other Information

Item 1.  Legal Proceedings                                                    12

Item 2.  Changes in Securities                                                12

Item 3.  Defaults Upon Senior Securities                                      12

Item 4.  Submission of Matters to a Vote of Security Holders                  12

Item 5.  Other Information                                                    12

Item 6.  Exhibits and Reports on Form 8-K                                     12

Signatures                                                                    13


Safe  Harbor  Cautionary   Statement:   we  occasionally  make   forward-looking
statements such as forecasts and  projections of expected future  performance or
statements of our plans and objectives.  When used in this quarterly  report and
in future  filings with the SEC, in our press  releases  and in oral  statements
made with the approval of an authorized  executive officer, the words or phrases
"will  likely  result,"  "the  Company  expects,"  "we intend or expect,"  "will
continue,"  "is  anticipated,"  "estimated,"  "project," or "outlook" or similar
expressions, including confirmations by one of our authorized executive officers
of any such  expressions  made by a third party regarding us with respect to the
company are intended to identify  forward-looking  statements within the meaning
of the Private  Securities  Litigation Reform Act of 1995. We caution you not to
place undue reliance on these forward-looking  statements,  each of which speaks
only as of the date made.  These  statements  are  subject to certain  risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical earnings and those presently anticipated or projected.

For a more complete discussion of these and other factors,  see our registration
statement filed on Form SB-2, as amended (No. 333-92307).  We have no obligation
to  publicly  release  the  result  of any  revisions  that  may be  made to any
forward-looking  statements to reflect  anticipated or  unanticipated  events or
circumstances occurring after the date of these statements.




                                        2
<PAGE>






<TABLE>
<CAPTION>

                                     SHOCHET HOLDING CORP. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENT OF OPERATIONS
                                                  (Unaudited)

                                                       For the Three Months            For the Nine Months
                                                        Ended October 31,               Ended October 31,
                                                        2000            1999             2000            1999
<S>                                                   <C>           <C>             <C>              <C>
REVENUES:
   Commissions                                        $ 1,098,000   $ 1,465,000      $ 4,943,000      $ 5,342,000
   Investment banking                                           -             -          269,000                -
   Interest                                               440,000       205,000          794,000          601,000
   Other                                                  265,000         2,000          393,000           59,000

          Total Revenues                                1,803,000     1,672,000        6,399,000        6,002,000

OPERATING EXPENSES:
   Compensation and benefits                            1,304,000       978,000        4,214,000        3,278,000
   Occupancy and equipment                                491,000       196,000          968,000          565,000
   Brokerage, clearing and exchange fees                  238,000       243,000          852,000          887,000
   Communications                                         161,000       145,000          660,000          475,000
   Business development                                   281,000        26,000          671,000           69,000
   Other expenses                                          58,000       408,000          781,000          877,000

        Total Operating Expenses                        2,533,000     1,996,000        8,146,000        6,151,000

Income (loss) before income taxes                       (730,000)     (324,000)      (1,747,000)        (149,000)

Income tax provision                                                     89,000

Income (loss) from continuing operations                (730,000)     (235,000)       (1,747,000)       (149,000)

Discontinued operations:
   Loss from operations of the discontinued
on-site day trading segment, net of income tax
benefit                                                                (89,000)                         (495,000)

Net income (loss)                                     $ (730,000)   $ (324,000)      $ (1,747,000)    $ (644,000)

BASIC AND DILUTED:
   Net income (loss) from continuing operation             (0.33)        (0.20)             (0.84)         (0.13)
   Net income (loss) from discontinued operations           0.00         (0.07)               0.00         (0.41)
   Net income (loss) per common share                      (0.33)        (0.27)             (0.84)         (0.55)

   Weighted average common shares outstanding           2,245,000     1,200,000          2,071,000      1,200,000


</TABLE>

          See accompanying notes to consolidated financial statements

                                        3
<PAGE>
<TABLE>
<CAPTION>


                      SHOCHET HOLDING CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                October 31, 2000
                                   (Unaudited)
ASSETS:
<S>                                                                                                            <C>

           Cash & cash equivalent                                                                              $     1,360,000
           Securities owned at market value                                                                            170,000
           Securities purchased with agreement to resell                                                             3,523,000
           Receivable from broker dealers                                                                            1,365,000
           Office furniture equipment and leasehold improvements, net                                                  884,000
           Goodwill, net                                                                                             1,480,000
           Prepaid expense                                                                                             208,000
           Income taxes receivable                                                                                     138,000
           Other assets                                                                                                523,000

                                                                                                              ----------------
           Total Assets                                                                                        $     9,651,000
                                                                                                              ================


LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:

           Securities sold, not yet purchased, at market value                                                  $       12,000
           Commissions payable                                                                                         193,000
           Payable to related parties                                                                                  626,000
           Accrued expenses and other liabilities                                                                      423,000
           Liabilities subordinated to the claims of general creditors                                                 500,000

                                                                                                              ----------------
           Total liabilities                                                                                   $     1,754,000


STOCKHOLDERS' EQUITY
           Preferred stock ($.0001 par value;  1,000,000  shares  authorized) No
           shares  issued  and  outstanding)  Common  stock  ($.0001  par value;
           15,000,000   shares   authorized;   2,245,000   shares   issued   and
           outstanding)
           Additional paid in capital                                                                               10,196,000
           Accumulated deficit                                                                                     (2,299,000)

           Total stockholders' equity                                                                                7,897,000

                                                                                                              ----------------
Total liabilities and stockholders' equity                                                                     $     9,651,000
                                                                                                              ================
</TABLE>
          See accompanying notes to consolidated financial statements

                                        4
<PAGE>
<TABLE>
<CAPTION>
                     SHOCHET HOLDING CORP. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
             For the Nine Months Ended October 31, 2000 (Unaudited)


                                            COMMON STOCK
                                                                 ADDITIONAL                                         TOTAL
                                                                 PAID-IN                 ACCUMULATED            STOCKHOLDERS'
                                         Shares      Amount      CAPITAL                  DEFICIT                  EQUITY
                                      -------------------------------------             ------------            -------------


<S>                                    <C>                      <C>                      <C>                       <C>

Balance at January 31, 2000              1,200,000   $ -        $ 2,270,000               $ (552,000)             $ 1,718,000

Net proceeds from sale of common stock   1,045,000                7,926,000                                         7,926,000

Net loss for the period                                -           -                      (1,747,000)             (1,747,000)

                                      -------------------------------------             ------------            -------------

Balance at October 31, 2000              2,245,000  $  -        $ 10,196,000             $(2,299,000)             $ 7,897,000
                                      =====================================             =============            =============
</TABLE>

          See accompanying notes to consolidated financial statements

                                        5
<PAGE>
<TABLE>
<CAPTION>

                     SHOCHET HOLDING CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                                                       For the Nine Months Ended October 31,
                                                                       -------------------------------------

                                                                           2000                    1999
                                                                       -------------            ------------
<S>                                                                     <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                           $ (1,747,000)             $ (644,000)
    Adjustments to reconcile net loss to net cash flows
        used in operating activities:
     Depreciation and Amortization                                          241,000                 193,000
   (Increase) decrease operating assets:
           Securities owned at market value                                  20,000                (164,000)
           Securities purchased with agreement to resell                 (3,523,000)                      -
           Receivable from broker dealers                                  (958,000)                119,000
           Prepaid expenses                                                (208,000)                      -
           Receivable from related party                                    518,000                       -
           Income taxes receivable                                           86,000                  91,000
           Deferred IPO costs, net                                          301,000                       -
           Other assets                                                    (523,000)                (77,000)

   Increase (decrease) in operating liabilities:
           Securities sold , not yet purchased, at market value             (27,000)                  4,000
           Commissions payable                                              (47,000)               (103,000)
           Payable to related parties                                       (47,000)                (14,000)
           Accrued expenses and other liabilities                            18,000                 205,000
           Liabilities subordinated to the claims of general creditors   (1,000,000)                     -
                                                                         -----------                     -

   Net cash used in operating activities                                 (6,896,000)               (390,000)
                                                                         -----------               ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of office furniture, equipment and leasehold improvements      (244,000)               (165,000)
                                                                           ---------               ---------

   Net cash used in investing activities                                   (244,000)               (165,000)
                                                                           ---------               ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of subordinated loan                                                 -                 500,000
    Proceeds from sale of common stock                                     7,926,000                     -
                                                                          ----------                     -

Net cash provided by financing activities                                  7,926,000                500,000
                                                                         ----------                --------

Net increase (decrease) in cash and cash equivalents                        786,000                (55,000)

Cash and cash equivalents - beginning of year                               574,000                 868,000
                                                                           --------                --------

Cash and cash equivalents - end of period                               $ 1,360,000               $ 813,000
                                                                       ============             ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the year for:
   Interest                                                             $   61,000                $ 100,000
                                                                       ============             ===========
   Income Taxes                                                         $        -                $      -
                                                                       ============             ===========
           See accompanying notes to consolidated financial statements

</TABLE>

                                        6
<PAGE>



                     SHOCHET HOLDING CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


1.  BASIS OF PRESENTATION

The consolidated  financial statements include the activities of Shochet Holding
Corp. and Shochet Securities,  Inc., its wholly-owned  broker-dealer  subsidiary
(the  "Company" or  "Shochet").  Shochet is engaged  primarily in providing full
service discount securities brokerage and related financial services through six
branch offices, all of which are in South Florida.  Shochet also provides online
brokerage  services  through  Shochet  Online,  its online  brokerage  division,
through its website located at www.shochet.com.

Shochet's  strategy  is  to  continue  the  development  of  its  presence  as a
Florida-based provider of full service discount securities brokerage and related
financial  services.  Shochet's  goal is to attract and retain  client assets by
focusing on retail  brokerage,  financial  planning and other services.  Shochet
intends to expand its business through:
o        advertising and promotion;
o        recruitment of finance professionals;
o        adding new products and services;
o        opening  new offices; and
o        acquisition.

Shochet Financial Services Group, a division of Shochet introduced in June 2000,
has  commenced  offering  a range  of  non-proprietary  financial  services  and
products,   including  financial  planning  services,   insurance  products  and
annuities.  In the first  quarter of the next fiscal  year,  Shochet  intends to
offer  investment  adviser  services  such as  fee-based,  managed  money "wrap"
accounts through its newly formed subsidiary, Shochet Investment Adviser Corp. A
client  of this  subsidiary  will be able to  choose  initially  from a range of
mutual funds,  then  portfolios  managed by unaffiliated  third-party  portfolio
managers.  The client will pay a fee based on a percentage of assets held in the
client's account, in lieu of standard  commissions  associated with purchases of
securities in traditional brokerage accounts.

In November 2000, Shochet announced the signing of National Football League Hall
of Fame  member and former  Miami  Dolphins  coach Don Shula.  Coach  Shula will
appear  as  spokesperson  for  Shochet's  "Your  Financial  Coach"   advertising
campaign,  slated to  commence in January  2001 on South  Florida  radio,  cable
television  and in  newspapers  and  periodicals.  Coach  Shula  will  also make
personal appearances on behalf of Shochet.

In addition,  Shochet  recently  formed Shochet Private Client Group, a division
that will offer premium client services,  such as complimentary tax preparation,
to an affluent clientele.  Shochet's  flagship  Private Client Group office is
scheduled to open in January 2001 in Boca Raton, Florida.

Shochet  continues to develop its  Internet  presence  through the  revamping of
www.shochet.com  and  the  introduction  of its  South  Florida  senior-targeted
Internet  portal,  estimated to be launched in January 2001.  The portal will be
promoted by means of a variety of  traditional  and  nontraditional,  "guerilla"
marketing  techniques,  all of which  are  designed  to  generate  leads for our
financial  professionals  and promote Shochet.  As of October 31, 2000,  Shochet
Online had 907 users registered to access to their brokerage accounts,  compared
to 330 at January 31, 2000.

In March 2000,  Shochet Holding Corp. sold 1,045,000  shares of its common stock
in an initial public offering by means of a registration  statement on Form SB-2
filed with the Securities and Exchange Commission ("SEC"). The offering,  priced
at $9 per share,  raised $9.4 million in gross  proceeds and $7.9 million in net
proceeds.

All  significant  intercompany  accounts  and  transactions  are  eliminated  in
consolidation.  In Shochet's  opinion,  the  consolidated  financial  statements
reflect all adjustments,  which are all of a normal recurring nature,  necessary
for a fair statement of Shochet's  financial  position and results of operations
for the interim  periods  presented.  These  consolidated  financial  statements
should be read in conjunction  with the  consolidated  financial  statements and
accompanying  notes for the year ended January 31, 2000,  appearing in Shochet's
most recent annual report on Form 10-KSB.  Certain  reclassifications  have been
made to the prior year amounts to conform to the current presentation.


                                        7
<PAGE>

The financial statements in this report conform to generally accepted accounting
principles ("GAAP").  The preparation of financial statements in conformity with
GAAP requires Shochet to make estimates and assumptions that affect the reported
amounts of assets and  liabilities  and  disclosures  of  contingent  assets and
liabilities  at the  date  of the  consolidated  financial  statements  and  the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could vary from these estimates.

Many factors affect Shochet's  business  activities,  including general economic
and market conditions,  which can result in substantial fluctuations in revenues
and net income. Accordingly, the results of operations for the nine months ended
October  31, 2000 are not  necessarily  indicative  of the  results  that may be
expected for the entire fiscal year.


2.  NET CAPITAL REQUIREMENTS

Because  Shochet  Securities is a  broker-dealer  registered  with the SEC and a
member of the National Association of Securities Dealers, Inc., it is subject to
the SEC's net  capital  rule,  which  requires  the  maintenance  of minimum net
capital.

Shochet  has  elected  to  compute  net  capital  under the  standard  aggregate
indebtedness  method  permitted  by the net capital  rule.  At October 31, 2000,
Shochet  Securities  had net  capital of  $1,399,000,  compared to a net capital
requirement of $100,000.

3.  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share ("EPS"):
<TABLE>
<CAPTION>

                                                       Nine months ended October 31,
                                                 -------------------------------------------
                                                      2000                         1999
                                                 ---------------            ----------------
<S>                                              <C>                        <C>
Numerator for basic and diluted EPS:
   Net income/(loss) from continuing operations  $   (1,747,000)            $      (149,000)

  Loss from discontinued operations:                          -                    (495,000)
                                                 ---------------            ----------------

   Net loss                                      $   (1,747,000)            $      (644,000)
                                                 ===============           =================

Denominator for basic EPS:
     Weighted-average common shares
           outstanding - basic and diluted            2,071,000                   1,200,000
                                                 ===============           =================

Basic and diluted EPS from continuing operations $        (0.84)           $         ( 0.12)
Basic and diluted EPS from discontinued
  operations                                                  -                       (0.41)
                                                 ---------------           -----------------

Basic and diluted EPS:                           $        (0.84)           $          (0.53)
                                                 ===============           =================
</TABLE>

4. STOCKHOLDERS' EQUITY

In its March 15, 2000,  initial  public  offering,  Shochet  Holding Corp.  sold
1,045,000  shares of its  common  stock.  The stock was  priced at $9 per share,
raising gross and net proceeds of $9,405,000 and $7,926,000, respectively.

On October 25, 2000, Shochet Holding Corp. announced that its board of directors
had authorized a stock repurchase plan for up to  approximately  $500,000 of its
common stock. As of October 31, 2000, no shares of stock had been repurchased.

Shochet has adopted the  disclosure-only  provisions  of  Statement of Financial
Accounting  Standards No. 123 "Accounting for  Stock-Based  Compensation"  (SFAS
123).  Accordingly,  no compensation  cost has been recognized for stock options
granted to employees of Shochet under the Plan.


                                        8
<PAGE>

5. COMMITMENTS AND CONTINGENCIES

Shochet  Securities  is involved in various legal  proceedings  arising from its
business activities.  Shochet believes that resolution of these proceedings will
not have any material adverse effect on its consolidated  financial  position or
results of operations.

6. NEW ACCOUNTING PRONOUNCEMENTS

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and  Hedging  Activities"  (SFAS  133).  SFAS  133  establishes  accounting  and
reporting  standards for derivative  instruments,  including certain  derivative
instruments   embedded  in  other  contracts,   (collectively   referred  to  as
derivatives)  and for hedging  activities.  It requires that an entity recognize
all  derivatives  as either assets or  liabilities in the statement of financial
position and measure those instruments at fair value. The implementation date of
SFAS 133 was amended by SFAS 137 and is now effective for all fiscal quarters of
fiscal years beginning after June 15, 2001. Shochet is currently  reviewing SFAS
133 to see what impact, if any, it will have.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The following  analysis of the consolidated  results of operations and financial
condition  should  be  read  in  conjunction  with  the  Consolidated  Financial
Statements  included  in  Item  1 of  this  report  and  with  the  Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
included in Shochet's  Annual  Report on Form 10-KSB for the year ended  January
31, 2000.

Business Environment

Our primary business  activity,  providing full service,  discount brokerage and
related financial services, is subject to general economic and market conditions
and the  volatility of trading  markets.  Industry-wide  trading  volume for the
quarter  ended  October 31,  2000 was below  average  compared  to the  previous
quarter.

The results of  operations  for the nine months  ended  October 31, 2000 are not
necessarily indicative of the results that may be expected for the entire fiscal
year.

RESULTS OF OPERATIONS

The securities  brokerage industry is highly competitive and subject to external
factors such as overall  trading  volume,  market  volatility and market prices,
over  which we can  exert  little or no  control.  These  factors  may cause our
earnings to fluctuate widely and affect our operations significantly.

Nine and three months ended  October 31, 2000  compared to nine and three months
ended October 31, 1999



                                        9
<PAGE>

REVENUES

Commission revenues for the three months ended October 31, 2000 decreased by 25%
to  $1,098,000 as compared to  commission  revenues of $1,465,000  for the three
months  ended  October 31, 1999.  Commission  revenues for the nine months ended
October 31,  2000  decreased  by 7.5% to  $4,943,000  as compared to  commission
revenues of $5,342,000 for the nine months ended October 31, 1999. Revenues from
commissions  are affected by both retail trading volume and the dollar amount of
retail trades. This decrease is due primarily to a decrease in trading volume.

Interest income for the three months ended October 31, 2000 increased by 115% to
$440,000 as compared to interest  income of $205,000  for the three months ended
October 31, 1999.  Interest  income for the nine months  ended  October 31, 2000
increased by 32% to $794,000 as compared to interest  income of $601,000 for the
nine months ended  October 31, 1999.  In both cases,  this increase is primarily
due to the investment of IPO proceeds in interest producing securities.

Other income for the three months ended October 31, 2000  increased to $265,000,
compared to other income of $2,000 for the three months ended  October 31, 1999.
Other income for the nine months ended  October 31, 2000  increased to $393,000,
compared to other income of $59,000 for the nine months ended  October 31, 1999.
The increase is primarily  related to the  increase in  proprietary  trading and
order flow income.

EXPENSES

Compensation  and benefits  expense for the three months ended  October 31, 2000
increased by 33% to $1,304,000 as compared to compensation  and benefits expense
of $978,000  for the three  months  ended  October 31,  1999.  Compensation  and
benefits  expense for the nine months ended October 31, 2000 increased by 29% to
$4,214,000 as compared to  compensation  and benefits  expense of $3,278,000 for
the nine months  ended  October 31,  1999.  These  expenses  vary because we pay
commissions  to  our  brokers  based  on a  percentage  of  commission  revenues
generated.  In addition,  we  compensated  our brokers for placing shares in our
IPO.  Additionally,  the increase in compensation  and benefit expense is due to
the creation of additional sales and staff positions related to our expansion in
accordance with the execution of our business plan.

Occupancy  and  equipment  expense for the three months  ended  October 31, 2000
increased by 151% to $491,000 as compared to occupancy and equipment  expense of
$196,000 for the three months ended  October 31, 1999.  Occupancy  and equipment
expense for the nine months ended October 31, 2000  increased by 71% to $968,000
as compared to occupancy and  equipment  expense of $565,000 for the nine months
ended October 31, 1999. The increase was due to equipment upgrades and purchases
in accordance with the execution of our business plan.

Brokerage,  clearing  and exchange  fees for the three months ended  October 31,
2000 decreased by 2% to $238,000 as compared to brokerage, clearing and exchange
fees of  $243,000  for the three  months  ended  October  31,  1999.  Brokerage,
clearing and exchange fees for the nine months ended October 31, 2000  decreased
by 4% to $852,000  as  compared to  brokerage,  clearing  and  exchange  fees of
$887,000  for the nine months  ended  October 31,  1999.  The  decrease  was due
primarily to decreased trading volume.

Communications  expense for the three months ended October 31, 2000 increased by
11% to $161,000 as compared to communications  expense of $145,000 for the three
months ended October 31, 1999.  Communications expense for the nine months ended
October 31,  2000  increased  by 39% to  $660,000 as compared to  communications
expense of $475,000 for the nine months ended October 31, 1999.  The increase in
the three and nine-month periods was due primarily to two factors: the first was
the  resolution of certain timing issues  associated  with the payment of vendor
bills  carrying  over from the six month period ended July 31, 1999;  the second
was  related  to  increased  communications  activity  in  accordance  with  the
execution of our business plan.

Business  development  expense  for the three  months  ended  October  31,  2000
increased  by 981% to $281,000 as compared to business  development  expense for
the three months ended October 31, 1999 of $26,000. Business development expense
for the nine months  ended  October 31,  2000  increased  by 872% to $671,000 as
compared to business  development  expense for the nine months ended October 31,
1999 of $69,000.  The  increase  resulted  primarily  from the  execution of our
business plan and  development,  marketing and  advertising  of Shochet  Online.
Additionally,  as previously  noted,  Shochet  retained as its  spokesperson Don
Shula,  National  Football  League Hall of Fame  member and former  coach of the
Miami  Dolphins.  Accordingly,  Shochet plans to incur  significant  promotional
expenses are in the coming fiscal year.


                                       10
<PAGE>

Other  expenses for the three months ended October 31, 2000 decreased to $58,000
as compared to other  expenses for the three  months  ended  October 31, 1999 of
$408,000. Other expenses for the nine months ended October 31, 2000 decreased to
$781,000 as compared to other  expenses  for the nine months  ended  October 31,
1999 of $877,000.

As a result of the above,  we reported a net loss of $1,747,000 and $730,000 for
the nine and  three-month  periods  ended  October 31,  2000,  respectively,  as
compared to a net loss of $644,000  and  $324,000  for the nine and three months
ended October 31, 1999, respectively.

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

The average  number of common  shares and common stock  equivalents  outstanding
used in the  computation  of basic and  diluted  earnings  per common  share was
2,071,000  for the nine months  ended  October 31, 2000 as compared to 1,200,000
for the nine months ended October 31, 1999.  This increase was  attributable  to
the sale of 1,045,000 shares of common stock in our IPO in March 2000.

LIQUIDITY AND CAPITAL RESOURCES

Approximately  71%  of our  assets  at  October  31,  2000  are  highly  liquid,
consisting primarily of cash and cash equivalents,  securities inventories,  and
receivables from other broker-dealers, all of which fluctuate depending upon the
levels  of  customer   business   and   trading   activity.   Receivables   from
broker-dealers, which are primarily from our clearing broker, turn over rapidly.

In March 2000,  Shochet sold 1,045,000  shares of its common stock to the public
through an initial public  offering.  The stock was priced at $9 per share.  The
company  raised gross proceeds of  approximately  $9,400,000 and net proceeds of
$7,926,000.

During the nine months ended October 31, 2000, cash used in operating activities
was $6,896,000 as compared to cash used in operating  activities of $390,000 for
the nine months ended October 31, 1999.  The primary  reason for the increase in
cash used in operating  activities  was a net loss of  $1,747,000,  the $523,000
increase  in other  assets  attributable  to our  website  development,  and the
$1,000,000  repayment  of  liabilities  subordinated  to the  claims of  general
creditors.  Additionally,  Shochet entered into a repurchase  agreement which at
October 31,2000 amounted to $3,523,000.

Cash used in investing activities during the nine months ended October 31, 2000,
was $244,000 as compared to $165,000  during the nine months  ended  October 31,
1999.

Cash provided by financing  activities  from the sale of common stock during the
nine months ended October 31, 2000, was $7,926,000.

As a broker-dealer, Shochet Securities, Inc. is subject to the net capital rules
of the NASD and the SEC. Therefore, we are subject to restrictions on the use of
capital and our related liquidity. In April 1996, August 1999 and February 2000,
Firebrand   Financial  Group,   Inc.,   formerly  known  as  Research   Partners
International,  Inc.,  our  majority  stockholder,  contributed  an aggregate of
$3,000,000 of additional  regulatory  capital in the form of additional  paid in
capital and subordinated debt. $1,500,000 of this amount was repaid to Firebrand
in April 2000.  Another  $1,000,000,  derived  from the  proceeds of our IPO was
repaid in May 2000.  No other  proceeds  from the IPO have been  utilized  as of
October 31, 2000.

As of October 31,  2000,  an  aggregate  of  approximately  $500,000 was owed to
Firebrand. Shochet Securities' regulatory net capital position as of October 31,
2000,  was  $1,399,000  compared  to  net  capital   requirements  of  $100,000,
$1,299,000 in excess of its regulatory net capital requirements.  At October 31,
2000, Shochet Holding Corp. had a capital position of $7,897,000.


                                       11
<PAGE>

Our overall  capital and funding needs are  continually  reviewed to ensure that
our capital base can support the estimated  needs of our business  units.  These
reviews  take  into  account  business  needs  as  well  as  regulatory  capital
requirements. Based upon these reviews, we believe that our capital structure is
adequate for current operations and reasonably foreseeable future needs.

OTHER MATTERS

Part II - OTHER INFORMATION

Item 1.  Legal Proceedings

     Shochet  Securities is involved in various legal  proceedings  arising from
its business  activities.  Shochet believes that resolution of these proceedings
will not have any material adverse effect on its consolidated financial position
or results of operations.

Item 2.   Changes in Securities

     None.

Item 3.  Defaults on Senior Securities

     None.

Item 4.  Submission of Matters to a Vote of Security Holders

     None.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

     27.1  Financial Data Schedule (electronic only).


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<PAGE>




                                   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.



Date:  December 14, 2000                            /s/ Roger N. Gladstone
                                                    ----------------------
                                                    Roger N. Gladstone
                                                    Chairman of the Board and
                                                    Chief Executive Officer



                                                    /s/ David F. Greenberg
                                                    ----------------------
                                                    David F. Greenberg
                                                    Principal Accounting Officer



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