UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended July 31, 1999
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 0-21105
RESEARCH PARTNERS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3414302
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One State Street Plaza, New York, NY 10004
(Address of principal executive offices) (Zip Code)
(212)509-3800
(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 September 13, 1999
Common Stock, $.0001 par value 8,643,709 shares
<PAGE>
RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
Index
Part I - Financial Information Page
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
July 31, 1999 (Unaudited) and January 31, 1999 3
Consolidated Statements of Operations for the three and six
months ended July 31, 1999 and 1998 (Unaudited) 4
Consolidated Statements of Changes in Stockholders' Equity
for the year ended January 31, 1999 and the six months
ended July 31, 1999 (Unaudited) 5
Consolidated Statements of Cash Flows for the six months
ended July 31, 1999 and 1998 (Unaudited) 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Part II - Other Information
Item 2. Changes in Securities and Use of Proceeds 18
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
2
<PAGE>
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition
<CAPTION>
July 31, January 31,
1999 1999
-------------- --------------
(Unaudited)
<S> <C> <C>
Assets
Cash and cash equivalents $ 6,852,000 $ 10,553,000
Receivable from brokers and dealers 5,131,000 2,251,000
Securities owned, at market value 3,203,000 1,695,000
Securities owned, not readily marketable, at fair value 1,416,000 955,000
Investments 2,230,000 2,035,000
Income taxes receivable 2,059,000 1,909,000
Loans receivable 1,181,000 1,563,000
Office furniture, equipment and leasehold improvements, net 1,835,000 2,088,000
Goodwill, net 1,630,000 3,681,000
Other assets 1,583,000 1,550,000
-------------- --------------
Total assets $ 27,120,000 $ 28,280,000
============== ==============
Liabilities and Stockholders' Equity
Liabilities:
Securities sold, not yet purchased, at market value $ 1,834,000 $ 506,000
Commissions payable 1,683,000 2,658,000
Accrued expenses and other liabilities 2,851,000 3,162,000
-------------- --------------
Total liabilities 6,368,000 6,326,000
-------------- --------------
Stockholders' equity:
Preferred stock, $.10 par value; 1,200,000 shares authorized;
no and 1,140,000 shares issued and outstanding - 114,000
Common stock, $.0001 par value; 35,000,000 shares
authorized; 9,209,875 shares issued; 8,643,709 and
8,410,899 shares outstanding 1,000 1,000
Additional paid-in capital 20,007,000 21,022,000
Retained earnings 3,272,000 4,351,000
Accumulated other comprehensive loss (37,000) (18,000)
-------------- --------------
23,243,000 25,470,000
Less treasury stock, at cost; 566,166 and 798,976 shares (2,491,000) (3,516,000)
-------------- --------------
Total stockholders' equity 20,752,000 21,954,000
-------------- --------------
Total liabilities and stockholders' equity $ 27,120,000 $ 28,280,000
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
<TABLE>
RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
Three Months Six Months
Ended July 31, Ended July 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues:
Commissions $ 8,897,000 $ 9,620,000 $ 20,878,000 $ 19,245,000
Investment banking 1,764,000 571,000 2,403,000 1,876,000
Principal transactions (291,000) (1,578,000) 94,000 (554,000)
Interest 397,000 294,000 757,000 627,000
Other 713,000 1,088,000 949,000 1,625,000
------------- ------------- ------------- -------------
Total revenues 11,480,000 9,995,000 25,081,000 22,819,000
------------- ------------- ------------- -------------
Expenses:
Compensation and benefits 7,500,000 7,990,000 16,369,000 16,203,000
Occupancy and equipment 1,251,000 1,262,000 2,482,000 2,502,000
Brokerage, clearing and exchange fees 909,000 744,000 1,747,000 1,435,000
Communications 885,000 1,133,000 1,681,000 2,036,000
Professional fees 542,000 629,000 1,044,000 869,000
Business development 254,000 492,000 504,000 955,000
Other 535,000 411,000 761,000 1,095,000
------------- ------------- ------------- -------------
Total expenses 11,876,000 12,661,000 24,588,000 25,095,000
------------- ------------- ------------- -------------
(Loss) income before income taxes (396,000) (2,666,000) 493,000 (2,276,000)
Income tax provision benefit (35,000) 1,017,000 (35,000) 822,000
------------- ------------- ------------- -------------
(Loss) income from continuing operations (431,000) (1,649,000) 458,000 (1,454,000)
------------- ------------- ------------- -------------
Discontinued operations:
Loss from operations of the discontinued
Institutional and Research segment and
$0 and $(106,000) and $0 and $10,000 for
the three and six month periods ended
July 31, 1999 and 1998, respectively (229,000) (322,000) (322,000) (217,000)
Loss from disposal of the Institutional and
Research segment (750,000) - (750,000) -
Loss from operations of the discontinued
On-site Day Trading segment (285,000) - (465,000) -
------------- ------------- ------------- -------------
(1,264,000) (322,000) (1,537,000) (217,000)
------------- ------------- ------------- -------------
Net loss $ (1,695,000) $ (1,971,000) $ (1,079,000) $ (1,671,000)
============= ============= ============= =============
Weighted average common shares
outstanding - basic 8,599,073 8,104,214 8,536,305 8,100,126
============= ============= ============= =============
Weighted average common shares
outstanding - diluted 8,599,073 8,104,214 8,536,305 8,100,126
============= ============= ============= =============
Basic EPS from:
(Loss) income from continuing operations $ (0.05) $ (0.20) $ 0.05 $ (0.18)
Loss from discontinued operations (0.15) (0.04) (0.18) (0.03)
------------ ------------- ------------- -------------
Net loss $ (0.20) $ (0.24) $ (0.13) $ (0.21)
============ ============= ============= =============
Diluted EPS from:
(Loss) income from continuing operations $ (0.05) $ (0.20) $ 0.05 $ (0.18)
Loss from discontinued operations (0.15) (0.04) (0.18) (0.03)
------------ ------------- ------------- -------------
Net loss $ (0.20) $ (0.24) $ (0.13) $ (0.21)
============ ============= ============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
For the Year Ended January 31, 1999 and
the Three Months Ended July 31, 1999 (Unaudited)
<TABLE>
<CAPTION>
Accumulated
Other
Compre-
Preferred Stock Common Stock Additional hensive Treasury Stock
------------------ --------------- Paid-in Retained (Loss) ---------------------
Shares Amt. Shares Amt. Capital Earnings Income Shares Amount Total
---------- ------- --------- ------ ---------- ------------ ------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
January 31, 1998 1,140,000 $114,000 9,209,875 $1,000 $20,710,000 $11,734,000 $(36,000) (1,113,976) $(4,902,000) $27,621,000
Net loss - - - - - (7,383,000) - - - (7,383,000)
Stock issued -
compensation plan - - - - (6,000) - - 15,000 66,000 60,000
Stock issued - sale - - - - (270,000) - - 300,000 1,320,000 1,050,000
Amortization of
unearned
compensation - - - - 588,000 - - - - 588,000
Translation
adjustment - - - - - - 18,000 - - 18,000
---------- ------- --------- ------ ---------- ------------ ------ ---------- ---------- ------------
Balance at
January 31, 1999 1,140,000 114,000 9,209,875 1,000 21,022,000 4,351,000 (18,000) (798,976) (3,516,000) 21,954,000
Net loss - - - - - (1,079,000) - - - (1,079,000)
Conversion of
preferred stock
to common stock (100,800) (10,000) - - (61,000) - - 16,128 71,000 -
Cancellation of
preferred stock (1,039,200) (104,000) - - (894,000) - - - - (998,000)
Stock issued -
deferred
compensation plan - - - - (93,000) - - 34,676 153,000 60,000
Stock issuued -
401(k) plan - - - - (131,000) - - 48,179 212,000 81,000
Stock issued -
compensation plan - - - - (147,000) - - 79,746 351,000 204,000
Stock options
exercised - - - - (80,000) - - 54,081 238,000 158,000
Satisfaction of
subscription
receivable - - - - 121,000 - - - - 121,000
Amortization of
unearned
compensation - - - - 270,000 - - - - 270,000
Translation
adjustment - - - - - - (19,000) - - (19,000)
---------- ------- --------- ------ ---------- ------------ ------ ---------- ---------- ------------
Balance at
July 31, 1999 - $ - 9,209,875 $1,000 $20,007,000 $ 3,272,000 $(37,000) (566,166) $(2,491,000) $20,752,000
========== ======== ========= ====== =========== =========== ======== ========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended July 31,
1999 1998
---------------- ----------------
<S> <C> <C>
Operating activities:
Net loss $ (1,079,000) $ (1,671,000)
Adjustments to reconcile net loss to net
cash (used in) provided by operating activities:
Depreciation and amortization 395,000 360,000
Deferred taxes - (865,000)
Loss on disposal of segment 750,000 -
Translation adjustment (19,000) (11,000)
Other 261,000 381,000
---------------- ----------------
308,000 (1,806,000)
(Increase) decrease in operating assets:
Receivable from brokers and dealers (2,880,000) 694,000
Securities owned, at market value (1,508,000) 3,951,000
Securities owned, not readily marketable (461,000) 808,000
Income taxes receivable (150,000) 3,046,000
Loans receivable 237,000 (209,000)
Other assets (158,000) 18,000
Increase (decrease) in operating liabilities:
Securities sold, not yet purchased 1,328,000 (1,882,000)
Commissions payable (975,000) 1,188,000
Deferred compensation - (1,785,000)
Accrued expenses and other liabilities 13,000 (491,000)
---------------- ----------------
Net cash (used in) provided by operating activities (4,246,000) 3,532,000
---------------- ----------------
Investing activities:
Purchase of office furniture, equipment
and leasehold improvements (214,000) (448,000)
Limited partnerships (195,000) (783,000)
Cash from disposal of segment 875,000 -
Goodwill resulting from acquisition - (159,000)
---------------- ----------------
Net cash provided by (used in) investing activities 466,000 (1,390,000)
---------------- ----------------
Financing activities:
Payment of subscription receivable 121,000 -
Issuance of treasury stock for option exercises 140,000 -
Repayment of subordinated debt (182,000) (84,000)
---------------- ----------------
Net cash provided by (used in) financing activities 79,000 (84,000)
---------------- ----------------
Net change in cash and cash equivalents (3,701,000) 2,058,000
Cash and cash equivalents at beginning of year 10,553,000 8,111,000
---------------- ----------------
Cash and cash equivalents at end of period $ 6,852,000 $ 10,169,000
================ ================
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Basis of Presentation
The consolidated financial statements include the activities of Research
Partners International, Inc. and its subsidiaries (the "Company"). The Company
is primarily engaged in the following segments: full service retail and
discounted retail. These segments provide the following services: securities
brokerage, investment banking, and trading services for individuals and
corporations through the Company's wholly owned subsidiaries.
All significant intercompany accounts and transactions are eliminated in
consolidation. In the opinion of management, the consolidated financial
statements reflect all adjustments, which are all of a normal recurring nature,
necessary for a fair statement of the Company's financial position and results
of operations for the interim periods presented. These consolidated financial
statements should be read in conjunction with the Company's consolidated
financial statements and notes thereto for the year ended January 31, 1999, in
its annual report on Form 10-K. Certain reclassifications have been made to the
prior year amounts to conform to the current presentation.
The financial statements conform with generally accepted accounting principles
("GAAP"). The preparation of financial statements in conformity with GAAP
requires the Company 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.
The Company's principal business activities are affected by many factors,
including general economic and market conditions, which can result in
substantial fluctuations in the Company's revenues and net income. Therefore,
the results of operations for the six months ended July 31, 1999, are not
necessarily indicative of the results which may be expected for the entire
fiscal year.
2. Segment and Geographic Area Data and Discontinued Operations
The Company currently operates in two principal segments: Full Service Retail
and Discounted Retail Brokerage. Each segment is managed separately based on
types of products and services offered and the related client bases. The Company
evaluates the performance of its segments based primarily on income before
income taxes.
o Full Service Retail - provides full service securities brokerage and
trading services, through GKN Securities Corp. ("GKN"), to a clientele
which primarily consists of individuals who invest in OTC equity
securities.
o Discounted Retail - provides full service discount brokerage services,
through Shochet Securities Inc. ("Shochet"), to a clientele consisting
primarily of retired individuals who invest in exchange-listed equity
securities, fixed income securities and mutual funds.
7
<PAGE>
On June 25, 1999, the Company discontinued the operations of the Institutional
and Research segment and sold certain assets, including the name "Southeast
Research Partners", of the discontinued segment to an unaffiliated third party.
The segment had $4,075,000 and $4,975,000 in gross revenues for the six months
ended July 31, 1999 and 1998, respectively. Southeast Research Partners, Inc.,
which provided the institutional brokerage and research services was re-named
EarlyBirdCapital.com Inc. ("EarlyBird").
In fiscal 2000, management segregated the operations of the On-site Day Trading
segment which had previously been included in the results of the Discounted
Retail segment. During the quarter ended July 31, 1999, the Company discontinued
the operations of the On-site Day Trading segment. The segment had $153,000 in
gross revenues for the six months ended July 31, 1999.
The Company allocates to segments, certain overhead expenses based upon
specified agreed-upon amounts. Certain of the segments incur interest expense on
subordinated debt payable to the Company at contract rates. All such amounts are
eliminated in consolidation. Operating and balance sheet data for both
discontinued segments is not separately disclosed, but included as "other" in
the following segment information.
<TABLE>
<CAPTION>
Eliminations
Full Service Discounted and
Retail Retail all other Total
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Three months ended:
July 31, 1999
Revenues from external sources $ 8,520,000 $ 1,713,000 $ 851,000 $ 11,084,000
Intersegment revenues $ 57,000 $ - $ (57,000) $ -
(Loss) income before income taxes $ (976,000) $ (10,000) $ 590,000 $ (396,000)
July 31, 1998:
Revenues from external sources $ 6,560,000 $ 1,903,000 $ 1,238,000 $ 9,701,000
Intersegment revenues $ 57,000 $ - $ (57,000) $ -
(Loss) income before income taxes $ (3,640,000) $ (82,000) $ 1,056,000 $ (2,666,000)
Six months ended:
July 31, 1999
Revenues from external sources $ 19,156,000 $ 3,933,000 $ 1,235,000 $ 24,324,000
Intersegment revenues $ 114,000 $ - $ (114,000) $ -
(Loss) income before income taxes $ (405,000) $ 175,000 $ 723,000 $ 493,000
July 31, 1998
Revenues from external sources $ 16,439,000 $ 3,897,000 $ 1,856,000 $ 22,192,000
Intersegment revenues $ 114,000 $ - $ (114,000) $ -
(Loss) income before income taxes $ (3,641,000) $ (138,000) $ 1,503,000 $ (2,276,000)
Balance Sheet data:
July 31, 1999
Segment assets $ 12,860,000 $ 3,498,000 $ 10,762,000 $ 27,120,000
January 31, 1999
Segment assets $ 11,427,000 $ 3,915,000 $ 12,938,000 $ 28,280,000
</TABLE>
The following is a reconciliation of the Company's reported (loss) income
before provision for income taxes to the Company's consolidated totals:
<TABLE>
Three months ended July 31 Six months ended July 31
-------------------------------- --------------------------------
1999 1998 1999 1998
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Total loss before provision for
income taxes for reported segments $ (986,000) $ (3,722,000) $ (230,000) $ (3,779,000)
All other income 1,242,000 1,285,000 1,455,000 1,787,000
Consolidation/elimination (652,000) (229,000) (732,000) (284,000)
------------- -------------- ------------- --------------
Total income (loss) before provision
for income taxes $ (396,000) (2,666,000) $ 493,000 (2,276,000)
============= ============== ============= ==============
</TABLE>
8
<PAGE>
The Company's principal operations are located in the United States. The
Company maintains an office in Europe. Gross revenues from operations in Europe
represent less than 4% of the Company's overall revenues.
3. Net Capital Requirements
GKN, Shochet and EarlyBird, all wholly owned subsidiaries of the Company, are
registered broker-dealers with the Securities and Exchange Commission (the
"SEC") and member firms of the National Association of Securities Dealers, Inc.
("NASD"). As such, GKN, Shochet and EarlyBird are subject to the SEC's net
capital rule, which requires the maintenance of minimum net capital.
GKN has elected to compute net capital using the alternative method permitted by
the net capital rule, which requires that it maintain minimum net capital, as
defined, to be greater than or equal to $250,000. At July 31, 1999, GKN had net
capital of $1,518,000.
Shochet has elected to compute net capital under the standard aggregate
indebtedness method permitted by the net capital rule. At July 31, 1999, Shochet
had net capital of $ 223,000 and a net capital requirement of $100,000.
Shochet's net capital ratio at July 31, 1999, was 4.05 to 1.
EarlyBird has also elected to compute net capital under the standard aggregate
indebtedness method permitted by the net capital rule, which requires that the
ratio of aggregate indebtedness to net capital, both as defined, shall not
exceed 15 to 1. At July 31, 1999, EarlyBird had net capital of $ 1,943,000 and a
net capital requirement of $100,000. EarlyBird's net capital ratio at July 31,
1999, was 0.15 to 1.
4. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per
share ("EPS"):
<TABLE>
<CAPTION>
Three months ended Six months ended
July 31, July 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Numerator for basic and diluted EPS:
(Loss) income from continuing operations $ (431,000) $ (1,649,000) $ 458,000 $ (1,454,000)
Loss from discontinued operations (1,264,000) (322,000) (1,537,000) (217,000)
------------- ------------- ------------- --------------
Net loss $ (1,695,000) $ (1,971,000) $ (1,079,000) $ (1,671,000)
============= ============= ============= ==============
Denominator for basic EPS 8,599,073 8,104,214 8,536,305 8,100,126
============= ============= ============= ==============
Denominator for diluted EPS 8,599,073 8,104,214 8,536,305 8,100,126
============= ============= ============= ==============
Basic EPS from:
(Loss) income from continuing operations $ (0.05) $ (0.20) $ 0.05 $ (0.18)
Loss from discontinued operations (0.15) (0.04) (0.18) (0.03)
------------- ------------ ------------- -------------
Net loss $ (0.20) $ (0.24) $ (0.13) $ (0.21)
============= ============ ============= =============
Diluted EPS from:
(Loss) income from continuing operations $ (0.05) $ (0.20) $ 0.05 $ (0.18)
Loss from discontinued operations (0.15) (0.04) (0.18) (0.03)
------------- ------------ ------------- -------------
Net loss $ (0.20) $ (0.24) $ (0.13) $ (0.21)
============= ============ ============= =============
</TABLE>
9
<PAGE>
5. Supplemental Cash Flow Information
Six months ended
July 31,
1999 1998
------------- -------------
Cash paid for:
Income taxes $ 185,000 $ 199,000
Interest $ - $ 9,000
Non-cash financing transactions:
Treasury stock issued
- for compensation plan $ 204,000 $ 60,000
- to 401(k) plan $ 81,000 $ -
- to deferred compensation plan $ 60,000 $ -
6. Commitments and Contingencies
The Company's broker-dealer subsidiaries are involved in various legal
proceedings arising from its securities activities. Management believes that
resolution of these proceedings will have no material adverse effect on the
Company's consolidated financial position or results of operations.
7. Comprehensive Income
The Company has adopted SFAS No. 130, Reporting Comprehensive Income, which
establishes standards for the reporting and display of comprehensive income and
its components. Total comprehensive income measures all changes in stockholders'
equity resulting from transactions of the period, other than transactions with
stockholders.
The components of comprehensive loss for the three and six months ended July 31,
1999 and 1998 are as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
July 31, July 31,
------------------------------- -------------------------------
1999 1998 1999 1998
-------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Net loss $ (1,695,000) $ (1,971,000) $ (1,079,000) $ (1,671,000)
Other comprehensive loss:
Foreign currency translation
adjustments (10,000) - (19,000) (11,000)
--------------- --------------- -------------- ---------------
Total comprehensive loss $ (1,705,000) $ (1,971,000) $ (1,098,000) $ (1,682,000)
============== =============== ============== ===============
</TABLE>
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following analysis of the consolidated results of operations and financial
condition of Research Partners International, Inc. and Subsidiaries should be
read in conjunction with the Consolidated Financial Statements included in Item
1 of this document and with the Management's Discussion and Analysis of the
Financial Condition and Results of Operations included in our company's Fiscal
1999 Annual Report on Form 10-K.
Business Environment
Our primary business activities, investment banking, securities brokerage and
securities trading, with an emphasis on small- and mid-capitalization companies,
are subject to general economic and market conditions and the volatility of
trading markets, specifically the small- and mid-capitalization market. The
quarter ended July 31, 1999, continued to enjoy the benefits of favorable market
conditions which began at the end of the previous quarter and followed a period
of significant rebounding from the negative effects of a volatile market in
fiscal 1999.
Our company's focus on a return to profitability led to the decision to
discontinue the On-Site Day Trading segment which had proven unprofitable. In
addition, the Institutional and Research segment was sold to an unaffiliated
third party through a sale of certain assets, including the segment's trade
name. This sale allows us to benefit from on-going research services, through an
arrangement with the buyer, while significantly reducing overhead expenses. The
sale occurred on June 25, 1999, and we anticipate continuing decreases in our
expenses during the remainder of fiscal 2000. The results of operations of both
the On-site Day Trading and the Institutional and Research segments, as well as
the loss on the sale of the Institutional and Research segment have been
separately disclosed in the statement of operations as discontinued operations.
The results of operations for the six months ended July 31, 1999 are not
necessarily indicative of the results which may be expected for the entire
fiscal year.
Results of Operations
Three Months Ended July 31, 1999 vs. Three Months Ended July 31, 1998
Net loss for the three months ended July 31, 1999 was $1,695,000 as compared
with $1,971,000 for the three months ended July 31, 1998. Loss from continuing
operations for the fiscal 2000 quarter was $431,000 as compared with $1,649,000
for the comparable fiscal 1999 quarter. Basic and diluted loss per share of
common stock was $0.20 for the second quarter of fiscal 2000 as compared to
$0.24 for the fiscal 1999 quarter. Basic and diluted loss from continuing
operations per share of common stock was $0.05 for the second quarter of fiscal
2000 as compared to $0.20 for the fiscal 1999 quarter.
Revenues
Total revenues increased by 15% to $11,480,000 for the second quarter of fiscal
2000, mainly as a result of increased investment banking fees and decreased
losses from principal transactions, offset by decreases in commission revenues
and other income.
11
<PAGE>
Commission revenues decreased by $723,000, or 8%, in the second quarter. Average
commissions per ticket decreased 24%, partially offset by an increase of 22% in
trading volume. The decrease in average commissions per ticket is a result of
the competitive impact of electronic brokers.
Investment banking revenues increased by $1,193,000, or 209%. During the second
quarter of fiscal 2000 our Company raised $17,670,000 for corporate clients
through one public offering and one private placement as compared to $15,517,000
raised in the second quarter of fiscal 1999 through one public offering and one
private placement. The increase is attributable to greater fees from deal
management and to an increase in investment advisory service fees.
Losses from principal transactions decreased by $1,287,000 or 82% for the second
quarter of fiscal 2000 from the second quarter of fiscal 1999. Investment
account losses were $206,000 and $472,000 for the quarters ended July 31, 1999
and 1998, respectively. Market making activities generated $85,000 in losses and
$1,106,000 in losses for the second quarter of fiscal 2000 and 1999,
respectively.
Interest income increased 35% to $397,000 in fiscal 2000 as a result of
increased interest on customer balances held at our clearing firm.
Other revenues decreased 34% to $713,000 from $1,088,000 in fiscal 1999 due
primarily to less merchant banking revenue resulting from our reduced investment
in a limited partnership.
Expenses
Total expenses for the quarter in fiscal 2000 were $11,876,000, a 6% decrease
from the same quarter in fiscal 1999. The decrease is attributable to decreased
communications, business development and professional fees expense, offset by
increases in brokerage, clearing and exchange fees and other expenses.
Compensation and benefits expense decreased 6% to $7,500,000. These expenses are
primarily variable as commissions to brokers are paid as a percentage of
commission revenues generated. The decrease is consistent with the decrease in
commission revenue for the same period.
Occupancy and equipment expense was consistent with the previous fiscal 1999
quarter's expense.
Brokerage, clearing and exchange fees increased by $165,000 or 22%. This
increase is consistent with the increase in trade volume.
Communications expenses decreased 22% or $248,000 primarily as a result of
aggressive cost-reduction efforts and office closings.
Professional fees decreased by $87,000 or 14%, mainly as a result of decreased
consulting expenses, offset by increased litigation.
Business development expenses decreased by 48% to $254,000 due to decreased
promotional activities.
Other expenses increased by $124,000, or 30% primarily due to increased
arbitration costs, offset by credits resulting from the collection of previously
written-off loans from terminated brokers.
Income taxes
For the quarter ended July 31, 1999, our company incurred no income tax expense,
other than tax on capital, due to our net operating loss for the year to date.
Additionally, our company takes a 100% valuation on any deferred tax benefits.
12
<PAGE>
Weighted average common shares outstanding
The average number of common shares outstanding used in the computation of basic
and diluted loss per common share was 8,599,073 for the second quarter of fiscal
2000, compared with 8,104,214 in fiscal 1999. These changes are primarily
attributable to the sale of treasury stock to a Swiss investor which occurred
during October, 1998.
Six Months Ended July 31, 1999 vs. Six Months Ended July 31, 1998
Net loss for the six months ended July 31, 1999 was $1,079,000 as compared with
$1,671,000 for the six months ended July 31, 1998. Income from continuing
operations for the six months ended July 31, 1999 was $458,000 as compared with
a loss of $1,454,000 for the same period in fiscal 1999. Basic and diluted loss
per share of common stock was $0.13 for the first half of fiscal 2000 as
compared to $0.21 for the first half of fiscal 1999. Basic and diluted earnings
from continuing operations per common share was $0.05 for the first half of
fiscal 2000 and a loss of $0.18 per common share for the first half of fiscal
1999.
Revenues
Total revenues increased by 10% to $25,081,000 for the first half of fiscal
2000, mainly as a result of increased commission revenue and investment banking
fees and decreased losses from principal transactions, offset by a decrease in
other revenue.
Commission revenues increased by $1,633,000, or 8%, in the first half of fiscal
2000. Trade volume increased 32% while average commissions per ticket decreased
18%.
Investment banking revenues increased by $527,000, or 28%. During the first half
of fiscal 2000 our Company raised $25.3 million for corporate clients through
one public offering and four private placements as compared to $23.5 million
raised in the first half of fiscal 1999 through two public offerings and one
private placement. The increase is attributable to greater deal management fees
and to an increase in fees generated from investment advisory contracts.
Principal transactions generated $94,000 in revenues for the first half of
fiscal 2000 as compared with losses of $554,000 for the same period in fiscal
1999. Investment account gains totaled $79,000 and $898,000 for the six months
ended July 31, 1999 and 1998, respectively. Market making activities generated
$15,000 in gains and $1,452,000 in losses for the first half of fiscal 2000 and
fiscal 1999, respectively.
Interest income increased 21% to $757,000 in fiscal 2000 as a result of
increased interest on customer balances held at our clearing firm.
Other revenues decreased 42% to $949,000 from $1,625,000 in fiscal 1999 due
primarily to less merchant banking revenue as a result of our company's reduced
investment in a limited partnership.
Expenses
Total expenses for the first half of fiscal 2000 were $24,588,000, a 2%
decrease from the same period in fiscal 1999. As a percentage of revenues, these
expenses decreased from 110% in fiscal 1999 to 98% in fiscal 2000.
13
<PAGE>
Compensation and benefits expense remained consistent with the previous fiscal
year's expense. Higher commission expense was offset by a decrease in personnel
costs associated with closed offices.
Communications expense decreased 17% or $355,000 for the six months ended July
31, 1999 due to decreased expense for market data services and on-going cost-
reduction efforts.
The 22% or $312,000 increase in brokerage, clearing and other fees is consistent
with the increase in trade volume.
Occupancy and equipment expense in fiscal 2000 was consistent with the previous
fiscal year's expense.
Business development expense decreased 47% to $504,000 in fiscal 2000 from
$955,000 in fiscal 1999 due to decreased promotional activities.
Professional fees increased $175,000 or 20% due to less litigation expense in
the first half of fiscal 1999 as compared with the same period for fiscal 2000.
Other expense decreased $334,000 or $31% in the first half of fiscal 2000 as
compared with the same period in fiscal 1999 due primarily to credits resulting
from the collection of previously written-off loans from terminated brokers.
Income taxes
For the six months ended July 31, 1999, our company incurred no income tax
expense, other than tax on capital, due to our net operating loss for the year
to date. Additionally, our company takes a 100% valuation on any deferred tax
benefits.
Weighted average common shares outstanding
The average number of common shares outstanding used in the computation of basic
and diluted loss per common share was 8,536,305 for the first half of fiscal
2000, compared with 8,100,126 in fiscal 1999. This change is primarily
attributable to the sale of treasury stock to a Swiss investor which occurred
during October, 1998.
Liquidity and Capital Resources
Approximately 64% of the Company's assets at July 31, 1999 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.
As a securities dealer, we may carry significant levels of securities
inventories to meet customer needs. Our inventory of market-making securities is
readily marketable; however, holding large blocks of the same security may limit
liquidity and prevent realization of full market value for the securities.
Securities owned, but not readily marketable, represent underwriter warrants and
the securities underlying such warrants. The liquidity of these securities is
limited. A relatively small percentage of our total assets are fixed. The total
assets or the individual components of total assets may vary significantly from
period to period because of changes relating to customer demand, economic and
market conditions, and proprietary trading strategies.
Our brokerage subsidiaries, GKN, Shochet and EarlyBird, the Company's domestic
operating broker-dealer subsidiaries, are subject to the net capital rules of
the NASD and the SEC. They and the Company, therefore, are subject to certain
restrictions on the use of capital and its related liquidity. GKN's, Shochet's
and EarlyBird's respective net capital positions as of July 31, 1999, were
$1,518,000, $223,000, and $1,943,000, which were $1,268,000, $123,000 and
$1,843,000, respectively, in excess of their respective net capital
requirements.
In conjunction with our corporate headquarters relocation in New York we have
significantly upgraded our technological infrastructure. The combined costs of
the move and the technological investment were financed through a series of
operating leases. These leases total $4.8 million. As security for these leases,
we arranged for a standby letter of credit. As collateral for the standby letter
of credit, we have placed $2.4 million in a restricted cash escrow account with
the provider.
14
<PAGE>
Our overall capital and funding needs are continually reviewed to ensure that
our capital base can support the estimated needs of its business units. These
reviews take into account business needs as well as regulatory capital
requirements of the subsidiaries. Based upon these reviews, management believes
that our capital structure is adequate for current operations and reasonably
foreseeable future needs.
During fiscal 2000, we intend to offer new services over the internet. These
new ventures, in addition to others, may require us to raise additional capital.
Other Matters
Year 2000 Computer Issue
We initiated a firm-wide program to address the "Year 2000 Computer Issue" in
order to prepare our computer systems and applications for properly processing
dates after December 31, 1999. This program consists of a series of steps to
identify all critical & non-critical systems, determine Y2K compliance through
inquiries and testing and change non-compliant systems. Our program is
proceeding on schedule and it is our expectation that we will have our firm-wide
Year 2000 solution substantially in place by September 30, 1999.
We have completed our identification phase. Third party vendors and service
providers provide all of our computer programs and services. Most of the
programs were purchased after the year 2000 Computer Issue became widely
recognized. We have contacted approximately 95% of our third party vendors and
service providers and have received written confirmation from approximately 85%
of them that the Year 2000 Computer Issue has been appropriately managed.
Schroder, our clearing firm, is our largest and most important computer services
related vendor. Schroder has provided us with assurances that it expects to
appropriately manage the Year 2000 Computer Issue on a timely basis.
The Year 2000 Computer Issue creates a risk for us from unforeseen problems in
our own computer systems, third-party vendors and service providers, and from
third parties with whom we deal. We are continuing to communicate with our
third-party vendors and service providers to determine the likely extent to
which we may be affected by third parties' Year 2000 plans and target dates. In
this regard, while we do not now expect material financial exposure as a result
of the Year 2000 problem, there can be no guarantee that the systems of other
entities on which we rely will be remediated on a timely basis, or that a
failure to remediate by another party, would not have a material adverse effect
on us. Such failures could have a material impact on our ability to conduct
business.
We are developing contingency plans in the event that significant external
parties fail to achieve their Year 2000 plans by the targeted dates. We
anticipate that beginning on January 1, 2000, Year 2000 related failures may
result in sporadic disruption of communications, power or other external
infrastructure worldwide that could compromise the timely performance of
specific business functions and/or limit the flow of business opportunities
across the organization. We intend to have contingency plans and crisis
management teams in place to coordinate our response to those events likely to
present material risks to us. The process is currently underway, but there can
be no assurance that any such contingency plans will fully mitigate the effects
of any third party failure.
Based on information currently available, we do not expect our Year 2000
expenditures for fiscal 2000 to be a material cost to us. To date, we have spent
less than $150,000, and expect that the entire program will not exceed $200,000.
The expected costs of the Year 2000 program are based on management's current
estimates; however, actual results could differ materially from those plans.
15
<PAGE>
Quantitative and qualitative disclosures about market risk
Our market making, investing and underwriting activities often involve the
purchase, sale or short sale of securities as principal. Such activities subject
our capital to significant risks from markets that may be characterized by
relative illiquidity or may be particularly susceptible to rapid fluctuations in
liquidity. Such market conditions could limit our ability to resell securities
purchased or to purchase securities sold short. These activities subject our
capital to significant risks, including market, credit counterparty and
liquidity risks. Market risk relates to the risk of fluctuating values based on
market prices without action on our part. Our primary credit risk is settlement
or counterparty risk, which relates to whether a counterparty will fulfill its
contractual obligations, such as delivery of securities or payment of funds.
Liquidity risk relates to our inability to liquidate assets or redirect the
deployment of assets contained in illiquid investments. In addition, our market
and liquidity risks associated with asset revaluation are increased because
these risks associated with asset revaluation are increases because these risks
for us are concentrated and thus subject us to increased risks if market
conditions deteriorate.
New Accounting Pronouncement
In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS 133 establishes standards for accounting and
reporting of derivative instruments, including certain derivative instruments
embedded in other contracts, and hedging activities. SFAS 133 was originally
effective for fiscal quarters beginning after June 15, 1999; however, in May
1999, the FASB postponed implementation until June 15, 2000. We expect to adopt
this standard when required in fiscal year 2001. The effect of SFAS 133 is not
expected to be material to our financial statement disclosures.
16
<PAGE>
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 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 want to 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. Factors that
could affect our results of operations and cause its results to differ from
these statements include:
o the volatility and price level of the securities markets
o the volume, size and timing of securities transactions
o the demand for investment banking services
o the level and volatility of interest rates
o the availability of credit
o legislation affecting the business and financial communities, and
o the economy in general.
For a more complete discussion of these and other factors, see our registration
statement filed on Form S-1, as amended (No. 333-05273). 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.
17
<PAGE>
Part II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
In the quarter ended July 31, 1999, we granted options to purchase
520,250 shares of our common stock to various employees and directors.
These options are exerciseable for a period of up to ten years at
prices ranging from $2.20 to $6.00. These options were issued without
registration under the Securities Act of 1933 under an exemption
provided by Section 4(2).
Item 5. Other Information
Notice to Stockholders Regarding 2000 Annual Meeting of Stockholders:
Pursuant to Rule 14a-4 promulgated by the Securities and Exchange
Commission, stockholders are advised that the Company's management
shall be permitted to exercise discretionary voting authority under
proxies it solicits and obtains for the Company's 2000 Annual Meeting
of Stockholders with respect to any proposal presented by a stockholder
at such meeting, without any discussion of the proposal in the
Company's proxy statement for such meeting, unless the Company receives
notice of such proposal at its principal office located at One State
Street Plaza, New York, New York, no later than April 15, 2000.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule BD
(b) Reports on Form 8-K:
The Company filed a Current Report on Form 8-K, dated June 28,
1999, reporting under Item 2 (Acquisition or Disposition of
Assets), the sale of certain assets of its discontinued
Institutional and Research segment and under Item 5 (Other
Events), certain changes in the composition of its Board of
Directors. An amendment to that Current Report, filed on Form
8-K/A, was subsequently filed to report required proforma
financial information regarding the sale.
18
<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.
RESEARCH PARTNERS INTERNATIONAL, INC.
Date: September 14, 1999 /s/ David M. Nussbaum
--------------------------------
David M. Nussbaum
Chairman of the Board and
Chief Executive Officer
/s/ Richard M. Feldman
--------------------------------
Richard M. Feldman,
Senior Vice President and
Chief Financial Officer
19
<PAGE>
RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
Exhibit Index
Number Description
27 Financial Data Schedule BD (7/31/99)
20
<TABLE> <S> <C>
<ARTICLE> BD
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JUL-31-1999
<CASH> 6,852,000
<RECEIVABLES> 8,371,000
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 0
<INSTRUMENTS-OWNED> 6,849,000
<PP&E> 1,835,000
<TOTAL-ASSETS> 27,120,000
<SHORT-TERM> 0
<PAYABLES> 0
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 1,834,000
<LONG-TERM> 0
0
0
<COMMON> 1,000
<OTHER-SE> 20,751,000
<TOTAL-LIABILITY-AND-EQUITY> 27,120,000
<TRADING-REVENUE> 94,000
<INTEREST-DIVIDENDS> 757,000
<COMMISSIONS> 20,878,000
<INVESTMENT-BANKING-REVENUES> 2,403,000
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 0
<COMPENSATION> 16,369,000
<INCOME-PRETAX> 493,000
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,079,000)
<EPS-BASIC> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
