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, 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 0-21105
FIREBRAND FINANCIAL GROUP, 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) 208-6500
---------------------------------------------------
(Registrant's telephone number, including area code)
RESEARCH PARTNERS INTERNATIONAL, INC.
(Former Name if Changed Since Last Report)
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 15, 2000
------------------------------ ---------------------------------
Common Stock, $.0001 par value 9,019,387 shares
<PAGE>
FIREBRAND FINANCIAL GROUP, INC. AND SUBSIDIARIES
Index
Part I - Financial Information Page
----
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
July 31, 2000 (Unaudited) and January 31, 2000 3
Consolidated Statements of Operations for the three and six
months ended July 31, 2000 and 1999 (Unaudited) 4
Consolidated Statements of Changes in Stockholders' Equity
for the year ended January 31, 2000 and the six months
ended July 31, 2000 (Unaudited) 5-6
Consolidated Statements of Cash Flows for the six months
ended July 31, 2000 and 1999 (Unaudited) 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Part II - Other Information
Item 2. Sales of Unregistered Securities during the six months ended
July 31, 2000 18
Item 6. Exhibits and Reports on Form 8-K 18
2
<PAGE>
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
FIREBRAND FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition
July 31, January 31,
2000 2000
------------ -----------
(Unaudited)
Assets
Cash and cash equivalents $ 20,422,000 $ 7,747,000
Receivable from brokers and dealers 3,841,000 12,216,000
Securities owned, at market value 2,157,000 2,918,000
Securities owned, not readily marketable,
at fair value 1,864,000 2,355,000
Investment in affiliate 10,473,000 5,248,000
Investment fees receivable 700,000 3,253,000
Loans receivable 1,089,000 987,000
Office furniture, equipment and leasehold
improvements, net 3,298,000 2,529,000
Goodwill, net 1,526,000 1,592,000
Income taxes receivable 487,000 576,000
Other assets 2,913,000 2,779,000
------------ ------------
Total assets $ 48,770,000 $ 42,200,000
============ ============
Liabilities and Stockholders' Equity
Liabilities:
Securities sold, not yet purchased, at
market value $ 730,000 $ 1,677,000
Commissions payable 734,000 3,045,000
Deferred tax liability 2,088,000 3,145,000
Income taxes payable 572,000 1,028,000
Accrued expenses and other liabilities 4,500,000 6,040,000
------------ ------------
8,624,000 14,935,000
Minority interests in net assets of
subsidiaries 7,284,000 -
Liability subordinated to the claims
for general creditors 314,000 314,000
------------ ------------
Total liabilities 16,222,000 15,249,000
------------ ------------
Stockholders' equity:
Common stock, $.0001 par value; 35,000,000
shares authorized; 9,209,875 shares issued;
9,019,387 and 8,629,213 shares
outstanding, respectively 1,000 1,000
Additional paid-in capital 28,192,000 20,342,000
Retained earnings 5,450,000 9,206,000
Accumulated other comprehensive
income/(loss) 13,000 (51,000)
------------ ------------
33,656,000 29,498,000
Less treasury stock, at cost; 190,488 and
580,662 shares (1,108,000) (2,547,000)
------------ ------------
Total stockholders' equity 32,548,000 26,951,000
------------ ------------
Total liabilities and stockholders'
equity $ 48,770,000 $ 42,200,000
============ ============
See accompanying notes to consolidated financial statements.
3
<PAGE>
FIREBRAND FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended July 31, Ended July 31,
---------------------------- ----------------------------
2000 1999 2000 1999
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Commissions $ 6,113,000 $ 8,897,000 $ 25,020,000 $ 20,878,000
Investment banking 68,000 1,764,000 2,519,000 2,403,000
Principal transactions 352,000 (291,000) (427,000) 94,000
Equity in earnings of
unconsolidated affiliates 1,900,000 630,000 1,900,000 630,000
Asset management fees 775,000 11,000 857,000 25,000
Interest 458,000 397,000 1,027,000 757,000
Other 24,000 72,000 172,000 294,000
------------ ------------ ------------ -----------
Total revenues 9,690,000 11,480,000 31,068,000 25,081,000
------------ ------------ ------------ -----------
Expenses:
Compensation and benefits 6,274,000 7,500,000 21,118,000 16,369,000
Occupancy and equipment 1,554,000 1,251,000 2,521,000 2,482,000
Brokerage, clearing and
exchange fees 1,581,000 909,000 2,917,000 1,747,000
Communications 651,000 885,000 1,524,000 1,681,000
Business development 1,062,000 254,000 3,012,000 504,000
Professional fees 1,386,000 542,000 2,103,000 1,044,000
Other 247,000 535,000 3,622,000 761,000
------------ ------------ ------------ ------------
Total expenses 12,755,000 11,876,000 36,817,000 24,588,000
------------ ------------ ------------ ------------
(Loss) income from
continuing operations (3,065,000) (396,000) (5,749,000) 493,000
Minority interests in
operations of subsidiaries (438,000) -- (936,000) --
------------ ------------ ------------ ------------
(Loss) income before taxes (2,627,000) (396,000) (4,813,000) 493,000
Income tax (benefit)
provision (182,000) 35,000 (1,057,000) 35,000
------------ ------------ ------------ ------------
(Loss) income from
continuing operations (2,445,000) (431,000) (3,756,000 458,000
------------ ------------ ------------ ------------
Discontinued operations:
Loss from operations of
the discontinued
Institutional and
Research segment - (229,000) - (322,000)
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) - (1,537,000)
------------ ------------ ------------ ------------
Net loss $ (2,445,000) $ (1,695,000) $ (3,756,000) $ (1,079,000)
============ ============ ============ ============
Weighted average common shares
outstanding - basic 8,844,637 8,599,073 8,833,711 8,536,305
============ ============ ============ ============
Weighted average common shares
outstanding - diluted 8,844,637 8,599,073 8,833,711 8,536,305
============ ============ ============ ============
Basic EPS from:
(Loss) income from continuing
operations $ (0.28) $ (0.05) $ (0.43) $ 0.05
Loss from discontinued operations - (0.15) - (0.18)
------------ ------------ ------------ ------------
Net loss $ (0.28) $ (0.20) $ (0.43) $ (0.13)
============ ============ ============ ============
Diluted EPS from:
(Loss) income from continuing
operations $ (0.28) $ (0.05) $ (0.43) $ (0.05)
Loss from discontinued
operations - (0.15) - (0.18)
------------ ------------ ------------ ------------
Net loss $ (0.28) $ (0.20) $ (0.43) $ (0.13)
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
FIREBRAND FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
For the Year Ended January 31, 2000 and the Six Months
Ended July 31, 2000 (Unaudited)
<TABLE>
<CAPTION>
Preferred Stock Common Stock Additional
----------------------- --------------------- Paid-in
Shares Amt. Shares Amt. Capital
----------- ---------- ----------- ------- --------------
<S> <C> <C> <C> <C> <C>
Balance at January 31, 1999 1,140,000 $ 114,000 9,209,875 $ 1,000 $ 21,022,000
Net income - - - - -
Starting bonuses awarded - - - - (147,000)
Stock options exercised - - - - (109,000)
Forfeiture of stock issued -
compensation plan - - - - 112,000
Stock issued - deferred
compensation plan - - - - (93,000)
Stock issued - 401(k) plan - - - - (131,000)
Preferred stock conversion (100,800) (10,000) - - (61,000)
Cancellation of preferred stock (1,039,200) (104,000) - - (894,000)
Note receivable paid - - - - 121,000
Amortization of unearned
compensation - - - - 522,000
Translation adjustment - - - - -
------------ ---------- ------------ -------- ------------
Balance at January 31, 2000 - $ - 9,209,875 $ 1,000 $ 20,342,000
============ ========== =========== ======== ============
Net income - - - - -
Net proceeds of stock sale
by EarlyBirdCapital.com - - - - 9,978,000
Minority Interest - EarlyBirdCapital
.com (3,735,000) - - - -
Net proceeds of stock sale
By Shochet Holdings - - - - 7,926,000
Minority Interest - Shochet Holdings - - - - (4,485,000)
Stock options exercised - - - - (22,000)
Forfeiture of stock issued -
compensation plan - - - - 17,000
Stock issued - deferred
compensation plan - - - - (120,000)
Stock issued - 401(k) plan - - - - (81,000)
Stock issued as employment bonus - - - - (131,000)
Repurchase of stock for treasury - - - - -
Stock issued - compensation plan - - - - (1,635,000)
Amortization of unearned
compensation - - - - 138,000
Translation adjustment - - - - -
----------- ---------- ------------ ------- ------------
Balance at July 31, 2000 - $ - 9,209,875 $ 1,000 $28,192,000
============ ========== ============ ========= ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
(continued)
FIREBRAND FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
For the Year Ended January 31, 2000 and the Six Months
Ended July 31, 2000 (Unaudited)
<TABLE>
<CAPTION>
(Accumulated Accumulated
Deficit) Other Treasury Stock
Retained Comprehensive ------------------------
Earnings (Loss) Income Shares Amount Total
------------- -------------- ----------- -------- -----------
<S> <C> <C> <C> <C> <C>
Balance at January 31, 1999 $ 4,351,000 $ (18,000) (798,976) $ (3,516,000) $ 21,954,000
Net income 4,855,000 - - - 4,855,000
Starting bonuses awarded - - 79,746 351,000 204,000
Stock options exercised - - 66,631 294,000 185,000
Forfeiture of stock issued -
compensation plan - - (27,046) (112,000 -
Stock issued - deferred
compensation plan - - 34,676 153,000 60,000
Stock issued - 401(k) plan - - 48,179 212,000 81,000
Preferred stock conversion - - 16,128 71,000 -
Cancellation of preferred stock - - - - (998,000)
Note receivable paid - - - - 121,000
Amortization of unearned
compensation - - - - 522,000
Translation adjustment - (33,000) - - (33,000)
------------ ------------ ------------ ------------ ------------
Balance at January 31, 2000 $ 9,206,000 $ (51,000) (580,662) $ (2,547,000) $26,951,000
Net income (3,756,000) - - - (3,756,000)
Net proceeds of stock sale
by EarlyBirdCapital.com - - - - 9,978,000
Minority Interest - EarlyBirdCapital
.com - - - - (3,735,000)
Net proceeds of stock sale
By Shochet Holdings - - - - 7,926,000
Minority Interest - Shochet Holdings - - - - (4,485,000)
Stock options exercised - - 27,053 120,000 98,000
Forfeiture of stock issued -
compensation plan - - (3,916) (17,000) -
Stock issued - deferred
compensation plan - - 47,951 210,000 90,000
Stock issued - 401(k) plan - - 25,351 111,000 30,000
Stock issued as employment bonus - - 30,000 131,000 -
Repurchase of stock for treasury - - (109,168) (751,000) (751,000)
Stock issued - compensation plan - - 372,903 1,635,000 -
Amortization of unearned
compensation - - - - 138,000
Translation adjustment - 64,000 - - 64,000
------------ ------------ ------------ ------------ -----------
Balance at July 31, 2000 $ 5,450,000 $ 13,000 (190,488) $ (1,108,000) $32,548,000
============ ============ ============ ============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
FIREBRAND FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended July 31,
2000 1999
---------------- ----------------
<S> <C> <C>
Operating activities:
Net loss $ (3,756,000) $ (1,079,000)
Adjustments to reconcile net loss to net cash
provided by (cash used) in operating activities:
Depreciation and amortization 691,000 395,000
Equity in earnings of unconsolidated affiliate (1,900,000) (630,000)
Minority interests in operations of subsidiaries (936,000) -
Loss on disposal of segment - 750,000
Translation adjustment 64,000 (19,000)
Other 28,000 891,000
---------------- ----------------
(5,926,000) 308,000
(Increase) decrease in operating assets:
Receivable from brokers and dealers 8,375,000 (2,880,000)
Securities owned, at market value 761,000 (1,508,000)
Securities owned, not readily marketable 491,000 (461,000)
Investment fees receivable (700,000) -
Income taxes receivable 89,000 (150,000)
Loans receivable (102,000) 237,000
Other assets (134,000) (158,000)
Increase (decrease) in operating liabilities:
Securities sold, not yet purchased (947,000) 1,328,000
Commissions payable (2,311,000) (975,000)
Income taxes payable (456,000) -
Deferred tax liability (1,057,000) -
Accrued expenses and other liabilities (1,540,000) 13,000
----------------- ----------------
Net cash used in operating activities (3,339,000) (4,246,000)
----------------- -----------------
Investing activities:
Purchase of office furniture, equipment
and leasehold improvements (1,137,000) (214,000)
Liquidation of investment in limited partnerships - (195,000)
Investment in limited partnership (100,000) -
Cash from disposal of segment - 875,000
----------------- ----------------
Net cash (used in) provided by investing activities (1,237,000) 466,000
---------------- ----------------
Financing activities:
Proceeds from issuance of EarlyBirdCapital.com stock 9,978,000 -
Proceeds from issuance of Shochet Holdings stock 7,926,000 -
(Purchase) sale of treasury stock (653,000) 261,000
Repayment of note payable - (182,000)
---------------- -----------------
Net cash provided by financing activities 17,251,000 79,000
---------------- -----------------
Net change in cash and cash equivalents 12,675,000 (3,701,000)
Cash and cash equivalents at beginning of year 7,747,000 10,553,000
---------------- -----------------
Cash and cash equivalents at end of period $ 20,422,000 $ 6,852,000
================ ================
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE>
FIREBRAND FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Basis of Presentation
The consolidated financial statements include the activities of Firebrand
Financial Group, Inc. and its subsidiaries (the "Company"). The Company is
primarily engaged in the following segments: full service retail brokerage,
discounted retail brokerage, online investment banking, and asset management.
These segments provide securities brokerage, investment banking, online
investing, merchant banking and asset management and trading services for
individuals and corporations through the Company's subsidiaries.
The company's main operating subsidiaries are GKN Securities Corp. ("GKN"),
EarlyBirdCapital, Inc. ("EarlyBird"), Shochet Securities, Inc. ("Shochet
Securities") and Dalewood Associates, Inc.
On July 26, 2000, stockholders approved a change in the Company's name from
Research Partners International, Inc. to Firebrand Financial Group, Inc. The
change in the Company's name was effected to better reflect the focus of its
business resulting from the disposition of its research subsidiary, Southeast
Research Partners, Inc., and its composition as a group of financial service
companies. The new name also reflects the Company's mission as a holding company
of financial services entities. Effective July 27, 2000 the Company's stock
symbol changed to FFGI.
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, 2000, in
its annual report on Form 10-K. Certain reclassifications have been made to the
prior period 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, 2000, are not
necessarily indicative of the results which may be expected for the entire
fiscal year.
2. Segment and Geographic Area Data
The Company currently operates in four principal segments: Full Service Retail,
Discounted Retail Brokerage, Online Investment Banking, and Asset Management.
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.
8
<PAGE>
o Full Service Retail - provides full service securities brokerage and
trading services, through 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 to a clientele consisting primarily of
retired individuals who invest in exchange-listed equity securities,
fixed income securities and mutual funds.
o Online investment banking - through EarlyBirdCapital, Inc., which
provides an online community for the financing and development of
early stage companies. This Internet-based investment bank provides
client companies with advisory services and access to capital, and
qualified investors with readily accessible investment opportunities.
o Asset Management - provides asset management services to investors
through Dalewood Associates, Inc., the general partner of Dalewood
Associates, L.P. Dalewood Associates, L.P. is a private partnership
which invests primarily in venture stage, pre-IPO companies. The
Company also owns limited partnership interests in Dalewood
Associates, Inc.
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. The amounts below are in thousands.
<TABLE>
<CAPTION>
Online Eliminations
Full Service Discounted Investment Asset and
Retail Retail Bank Management All other Total
------------- -------------- -------------- --------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Income Statement
Three months ended:
July 31, 2000:
Revenues from external sources $ 4,672 $ 1,268 $ 441 $ 2,675 $ 634 $ 9,690
Intersegment revenues 32 - - - (32) -
(Loss) income before income taxes (4,496) (657) (1,714) 3,043 1,197 (2,627)
July 31, 1999:
Revenue from external sources $ 8,520 $ 1,713 $ - $ 644 $ 207 $ 11,084
Intersegment revenues 57 - - - (57) -
(Loss) income before income tax (976) (10) - 643 590 (396)
Six months ended:
July 31, 2000:
Revenues from external sources $ 21,635 $ 4,596 $ 1,355 $ 2,757 $ 725 $ 31,068
Intersegment revenues 64 - - - (64) -
(Loss) income before income taxes (5,105) (1,017) (2,272) 2,754 827 (4,813)
July 31, 1999:
Revenue from external sources $ 19,156 $ 3,933 $ - $ 655 $ 580 $ 24,324
Intersegment revenues 114 - - - (114) -
(Loss) income before income tax (405) 175 - 654 69 493
Balance Sheet data:
July 31, 2000:
Segment assets $ 11,191 $ 9,625 $ 9,004 $ 10,702 $ 8,248 $ 48,770
July 31, 1999:
Segment assets $ 12,860 $ 3,498 $ - $ 2,014 $ 8,748 $ 27,120
</TABLE>
9
<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 1% of the Company's overall revenues.
3. Net Capital Requirements
GKN, EarlyBird and Shochet Securities, are registered broker-dealers with the
Securities and Exchange Commission ("SEC") and member firms of the National
Association of Securities Dealers, Inc. ("NASD"). As such, GKN, EarlyBird and
Shochet Securities 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, 2000, GKN had net
capital of $1,497,000.
EarlyBird has 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, 2000, EarlyBird had net capital of $1,283,000 and a
net capital requirement of $100,000.
Shochet Securities has also elected to compute net capital under the standard
aggregate indebtedness method permitted by the net capital rule. At July 31,
2000, Shochet Securities had net capital of $1,763,000 and a net capital
requirement of $100,000.
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,
------------------------------ ----------------------------
2000 1999 2000 1999
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
Numerator for basic and diluted EPS:
(Loss) income from continuing operations $ (2,445,000) $ (431,000) $(3,756,000) $ 458,000
Loss from discontinued operations -- (1,264,000) -- (1,537,000)
------------- ------------- ------------- ------------
Net loss $ (2,445,000) $ (1,695,000) $ (3,756,000) $ (1,079,000)
============= ============= ============= ============
Denominator for basic EPS 8,844,637 8,599,073 8,833,711 8,536,305
============= ============= ============= =============
Denominator for diluted EPS 8,844,637 8,599,073 8,833,711 8,536,305
============= ============= ============= =============
Basic EPS from:
(Loss) income from continuing operations $ (0.28) $ (0.05) $ (0.43) $ 0.05
Loss from discontinued operations -- (0.15) -- (0.18)
------------- ------------- ------------- --------------
Net loss $ (0.28) $ (0.20) $ (0.43) $ (0.13)
============= ============ ============= =============
Diluted EPS from:
(Loss) income from continuing operations $ (0.28) $ (0.05) $ (0.43) $ 0.05
Loss from discontinued operations -- (0.15) -- (0.18)
------------- ------------- --------------- --------------
Net loss $ (0.28) $ (0.20) $ (0.43) $ (0.13)
============= ============ ============= ==============
</TABLE>
10
<PAGE>
5. Supplemental Cash Flow Information
Six months ended
July 31,
2000 1999
------------- ----------
Cash paid for:
Income taxes $ 371,000 $ 185,000
Non-cash financing transactions:
Treasury stock issued
- for compensation plan $ 138,000 $ 204,000
- to 401(k) plan $ 30,000 $ 81,000
- to deferred compensation plan $ 90,000 $ 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,
2000 and 1999 are as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
July 31, July 31,
------------------------------- -------------------------------
2000 1999 2000 1999
-------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Net loss $ (2,445,000) $ (1,695,000) $ (3,756,000) $ (1,079,000)
Other comprehensive loss:
Foreign currency translation
adjustments 128,000 (10,000) (64,000) (19,000)
-------------- ---------------- --------------- ---------------
Total comprehensive loss $ (2,317,000) $ (1,705,000) $ (3,820,000) $ (1,098,000)
============== =============== ============== ===============
</TABLE>
11
<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 Firebrand Financial Group, 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 the Company's Fiscal 2000 Annual
Report on Form 10-K.
Business Environment
Our primary business activities include investment banking, online investing,
merchant banking and asset management, securities brokerage and securities
trading, with an emphasis on small- and mid-capitalization companies and
early-stage growth companies. These activities are subject to general economic
and market conditions and the volatility of trading markets, specifically the
small- and mid-capitalization market. We witnessed an extension of the favorable
market conditions, which had existed through much of fiscal year 2000, for the
initial stages of fiscal 2001, but during the last quarter and a half, through
the end of the second fiscal quarter, volume retreated significantly from the
record levels, particularly in the small and mid-capitalization sectors. This
volatility also characterizes our asset management activities, both through
performance fees and the company's investment in Dalewood LP.
During the first half of fiscal 2001, the Company's strategic plans for
EarlyBirdCapital.com and Shochet Holding reached key milestones as both entities
raised capital. EarlyBird raised $11 million of gross proceeds through a private
placement; the Company retains a 64.5% equity interest in EarlyBird. Shochet
Holding, the direct parent of Shochet Securities, raised $9,405,000 of gross
proceeds; the Company retains a 53.5% equity interest in Shochet Holding.
The results of operations for the six months ended July 31, 2000 are not
necessarily indicative of the results which may be expected for the entire
fiscal year.
Results of Operations
Three Months Ended July 31, 2000 vs. Three Months Ended July 31, 1999
Net loss for the three months ended July 31, 2000 was $2,445,000, as compared
with a net loss of $1,695,000 for the three months ended July 31, 1999. Net loss
from continuing operations for the year-earlier quarter was $431,000. Basic and
diluted loss per share of common stock was $0.28 for the second quarter of
fiscal 2001 as compared to a loss of $0.20 for the fiscal 2000 quarter. Basic
and diluted loss from continuing operations per share of common stock was $0.05
for the second quarter of fiscal 2000, which ended on July 31, 1999.
Revenues
Total revenues decreased by 16% to $9,690,000 for the second quarter of fiscal
2001, versus the year-earlier period, mainly as a result of declines in
commission revenues and investment banking fees.
Commission revenues decreased 31% to $6,113,000 in the second quarter of fiscal
2001, versus the year-earlier period. Such drop was primarily due to a decrease
in trading volume, which was aproximately 7% lower, with the remaining decline
resulting from reduced average commissions per ticket, reflecting the steep drop
in small and mid-capitalization equity prices period over period.
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Investment banking revenues were nominal at $68,000, versus $1,764,000 in the
second quarter of fiscal 2000. The relatively low level for the consolidated
company reflected dramatically lower investment banking activity. In the
year-earlier period, our Company raised $17,670,000 for corporate clients
through one public offering and one private placement.
The gain from principal transactions was $352,000, contrasted with a loss of
$291,000 in the year-earlier period.
Asset management activities generated revenues of $2,675,000, up from $641,000
in the year-earlier period. Revenues benefited from the increased value of
assets under management and the corresponding fee for managing those assets.
Such value and accordingly the amount of revenues generated may vary
significantly from period to period depending upon the market value of the
underlying securities being managed, which is dependent upon economic and market
conditions. Equity in earnings of unconsolidated affiliates was $1,900,000 in
the second quarter of fiscal 2001, versus $630,000 in the year-earlier period,
reflecting the increase in the value of assets managed by Dalewood Associates
LP, a private investment fund. Asset management fees rose to $775,000, versus
$11,000 in the fiscal 2000 period.
Interest income increased 15% to $458,000 in fiscal 2001 as a result of
contributions from newly raised capital at Earlybird and Shochet Holdings.
Other revenues were $24,000 in fiscal 2001, versus $72,000.
Expenses
Total expenses for the second quarter of fiscal 2001 were $12,755,000, a 7.4%
increase from the same quarter in fiscal 2000. The increase is attributable to
increases in brokerage, clearing & exchange fees, professional fees, and
business development expenses. Part of the increase represented planned
marketing and promotion initiatives at Earlybird and Shochet Securities, as
those entities seek to expand their brand name recognition.
Compensation and benefits expense decreased 16% to $6,274,000. Additonal
staffing at Earlybird and the parent offset to a large extent sharper declines
in commissions to brokers.
Occupancy and equipment expense in the fiscal 2001 quarter increased 24% to
$1,554,000, reflecting an increased amount of equipment.
Brokerage, clearing and exchange fees fees rose to $1,581,000 from $909,000,
largely reflecting higher arbitration expenses.
Communications expense declined 26% to $651,000, reflecting reduced commission
activity and more favorable service contracts.
Professional fees increased to $1,386,000 from $542,000, mainly as a result of
increased consulting and legal fees at GKN Securities and Earlybird.
Business development expenses were $1,062,000 in the fiscal 2001 quarter, versus
$254,000 in the year-earlier period. Shochet and Earlybird both had significant
expenditures in establishing their online presences and broadening their brand
name recognition.
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Other expenses decreased to $247,000 from $535,000 in the year-earlier period.
Minority Interest
The sale of 46.5% of Shochet Holdings and 35.5% of Earlybirdcapital.com in the
first quarter of fiscal 2001 created minority interest accounts; for the second
quarter, the minority interests absorbed part of the operating losses of those
two entities, providing a $438,000 benefit to the company.
Income Taxes
For the quarter ended July 31, 2000, the company booked an income tax recovery
of $182,000, against its consolidated pretax loss.
Discontinued Operations
During fiscal 2000, management discontinued the operations of the On-site Day
Trading, and Institutional and Research segments of our business. After-tax
losses for the second quarter of 2000 ended July 31, 1999 from these
discontinued operations were $1,264,000.
Six Months Ended July 31, 2000 vs. Six Months Ended July 31, 1999
Net loss for the six months ended July 31, 2000 was $3,756,000, as compared with
a net loss of $1,079,000 for the six months ended July 31, 1999. Net earnings
from continuing operations for the year-earlier period was $458,000. Basic and
diluted loss per share of common stock was $0.43 for the first half of fiscal
2001 as compared to a loss of $0.13 for the fiscal 2000 period. Basic and
diluted gain from continuing operations per share of common stock was $0.05 for
the first half of fiscal 2000, which ended on July 31, 1999.
Revenues
Total revenues increased by 24% to $31,068,000 for the first half of fiscal
2001, versus the year-earlier period, mainly as a result of higher revenues from
commission and asset management activities.
Commission revenues increased 20% to $25,020,000 in the first half of fiscal
2001. Although trading volume was sharply higher in the first quarter,
commission revenues were moderated by a decline in average commissions per
ticket, primarily due to the steep drop in small and mid - capitalization equity
prices in the latter stages of the fiscal 2001 period.
Investment banking revenues were up 4.8% at $2,519,000, versus $2,403,000 in the
fiscal 2000 period. Reduced totals at GKN were more than offset by Earlybird's
initial activity. Earlybird successfully led four private placements raising $26
million, including a round of financing for itself.
A loss from principal transactions of $427,000 was recorded, reflecting
difficult market conditions in the first quarter, versus a gain of $94,000 in
the year-earlier period.
Asset management activities generated revenues of $2,757,000, up from $655,000
in the year-earlier period. Revenues benefited from the increased value of
assets under management and the corresponding fee for managing those assets.
Such value and accordingly the amount of revenues generated may vary
significantly from period to period depending upon the market value of the
underlying securities being managed, which is dependent upon economic and market
conditions. Equity in earnings of unconsolidated affiliates were $1,900,000 in
the second quarter of fiscal 2001, versus $630,000 in the year-earlier period,
reflecting excellent results at Dalewood Associates LP, a private investment
fund. Asset management fees rose to $857,000, versus $25,000 in the fiscal 2000
period.
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Interest income increased 36% to $1,027,000 in fiscal 2001 as a result of
contributions from newly raised capital at Earlybirdcapital.com and Shochet
Holdings, as well as favorable comparisons early in the fiscal 2001 period on
customer margin balances versus the year-earlier totals.
Other revenues were $172,000 in fiscal 2001, versus $294,000.
Expenses
Total expenses for the first half of fiscal 2001 were $36,817,000, a 50%
increase from the same period in fiscal 2000. The increase is attributable to
increases in compensation, arbitration expenses, professional fees, business
development and other expenses. Part of the increase represented planned
marketing and promotion initiatives at EarlyBirdCapital and Shochet Securities,
as those entities seek to expand their brand name recognition.
Compensation and benefits expense rose 29% to $21,118,000. Higher commission
expenses, as well as additional staffing at Earlybird and the parent were
primarily responsible.
Occupancy and equipment expense in the fiscal 2001 period increased 1.6% to
$2,521,000, reflecting increased amount of equipment.
Brokerage, clearing and exchange fees rose to $2,917,000 from $1,747,000,
largely reflecting higher arbitration expenses.
Communications expense declined 9.3%, reflecting more favorable service
contracts, despite higher volume.
Professional fees increased to $2,103,000, from $1,044,000, mainly as a result
of increased consulting and legal fees at GKN Securities and Earlybird.
Business development expenses were $3,012,000 in the fiscal 2001 half, versus
$504,000 in the year-earlier period. Shochet and Earlybird were responsible for
the increase as they established their online presences.
Other expenses increased to $3,622,000 from $761,000, with the largest factors:
sharply higher errors and unsecured debits. Much of this adverse activity
occurred during the dramatic sell-off in small and mid-capitalization stocks in
the first quarter of fiscal 2001.
Minority Interest
The sale of 46.5% of Shochet Holdings and 35.5% of Earlybircapital.com in the
first quarter of fiscal 2001 created minority interest accounts; for the first
half of fiscal 2001, the minority interests absorbed part of the operating
losses of those two entities, providing a $936,000 benefit to the company.
Income taxes
For the six months ended July 31, 2000, our company booked an income tax
recovery of $1,057,000 against its consolidated pretax loss.
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Discontinued Operations
There have been no discontinued operations in fiscal 2001. During fiscal 2000,
management discontinued the operations of the On-site Day Trading, and
Institutional and Research segments of our business. After-tax losses for the
six months ended July 31, 1999 from these discontinued operations were
$1,537,000.
Weighted average common shares outstanding
The weighted average number of common shares outstanding used in the computation
of basic and diluted loss per common share was 8,833,711 for the first half of
fiscal 2001, compared with 8,536,305 in the prior year's period. The weighted
average number of common shares outstanding used in the computation of basic and
diluted loss per common share was 8,844,637 for the second quarter of fiscal
2001, compared with 8,599,073 in the prior year's period.
Liquidity and Capital Resources
Approximately 55% of our company's assets at July 31, 2000 are highly liquid,
consisting primarily of cash and cash equivalents, securities inventory 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 inventory
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 domestic operating brokerage subsidiaries, GKN, Shochet Securities and
EarlyBirdCapital are subject to the net capital rules of the NASD and the SEC.
They and our company, therefore, are subject to certain restrictions on the use
of capital and its related liquidity. GKN's, Shochet Securities' and
EarlyBirdCapital's respective net capital positions as of July 31, 2000 were
$1,497,000, $1,763,000 and $1,283,000, which were $1,247,000, $1,663,000 and
$1,183,000, respectively, in excess of their respective net capital
requirements.
During the six months ended July 31, 2000, the Company's cash position increased
approximately $12.7 million. During the period, two subsidiaries,
EarlyBirdCapital and Shochet, sold stock with net proceeds of $9.9 million and
$7.9 million, respectively. Operating losses reduced the increase.
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 $2.5 million in a restricted cash escrow account with
the provider.
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.
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Item 3.
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.
Other Matters
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 industry factors beyond our control could adversely affect us
o if there is a market downturn, our revenues are likely to decline and, if
unable to reduce expenses at the same pace, our results of operations would
deteriorate
o our business involves small- and mid-capitalization companies which are
subject to higher degree of risk and therefore could adversely affect our
business
o our business is subject to risks of losses from underwriting activities
o the value of our investment account fluctuates due to factors beyond our
control and may adversely affect our business
o our merchant banking and proprietary trading investments may cause our
operating results to fluctuate widely regardless of whether we have
liquidated our investments and actually realized gain or loss
o performance is not predictable regarding our asset management business;
unsuccessful investments will result in diminished returns on our
investments and lower performance fees
o we operate in a very competitive industry
o our expansion may not be successful
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For a more complete discussion of these and other factors, see Exhibit 99 to our
Annual Report on Form 10-K for the fiscal year ended January 31, 2000. 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.
Part II - OTHER INFORMATION
Item 2. Sales of Unregistered Securities during the six months ended
July 31, 2000
ITEM 2 SALES OF UNREGISTERED SECURITIES
Consideration
Received
And Description of
Underwriting or Other
Discount to Market
Price Afforded to
Sold Title of Number Sold Purchasers
Date Security Or Forfeited
----------- ------------ ----------- ----------------------
3/15/2000 Common stock 30,000 Stock granted as
employment bonus.
Subject to 3 year vest.
No cash consideration
received by Company.
4/14/2000 Common stock 372,903 Incentive
Bonus for various
Members of Senior
Management.
Partially paid in stock.
Subject to 3 year "cliff"
Vesting. No Cash
Consideration received by
Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule BD (7/31/00)
(b) Reports on Form 8-K:
A current report on form 8-K dated July 26, 2000 reported the change in
the registrant's name and trading symbol.
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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.
FIREBRAND FINANCIAL GROUP, INC.
/s/ John P. Margaritis
Date: September 15, 2000 ----------------------------------
John P. Margaritis
Chief Executive Officer
/s/ Robert M. Rosenberg
--------------------------
Robert M. Rosenberg
Chief Financial Officer
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FIREBRAND FINANCIAL GROUP, INC. AND SUBSIDIARIES
Exhibit Index
Number Description
------- -------------------------------------
27 Financial Data Schedule BD (07/31/00)
