HOENIG GROUP INC
10-Q, 1996-08-14
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
            -------------------------------------------------------

 For Quarter Ended:                        Commission File Number: 0-19619
  June 30, 1996

                               HOENIG GROUP INC.
- -----------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

    Delaware                                          13-3625520
- ------------------------------------          ------------------------
(State or other jurisdiction                 (I.R.S. Employer I.D. No.)
of incorporation or organization)

Royal Executive Park
4 International Drive
Rye Brook, NY                                           10573
- ---------------------------------------------------------------------
(Address of principal executive offices)             (zip code)

                                (914) 935-9000
- ---------------------------------------------------------------------
             (Registrant's Telephone Number, including area code)

- ---------------------------------------------------------------------
    (Former name, former address and former fiscal year is
                  changed since last report)

Indicated 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 twelve months (or for such shorted 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 ___

As of August 14, 1996, there were 9,198,810 shares of common stock
outstanding.





     
<PAGE>



                               HOENIG GROUP INC.
                                   FORM 10-Q
                     FOR THE QUARTER ENDING JUNE 30, 1996

                                     INDEX

                                     PAGE
<TABLE>
<S>                                                                     <C>

PART I - FINANCIAL INFORMATION

    ITEM 1 -   FINANCIAL STATEMENTS
           Consolidated Statement of Financial Condition -
           June 30, 1996 and December 31, 1995                                1

           Consolidated Statement of Income -
           Three and Six Months Ended June 30, 1996 and 1995                  2

           Consolidated Statement of Cash Flows -
           Six Months Ended June 30, 1996 and 1995                            3

           Notes to Unaudited Consolidated Financial Statements               4

    ITEM 2 -   Management's Discussion and Analysis
           of Results of Operations and
           Financial Condition                                                5-7


PART II - OTHER INFORMATION

    ITEMS 1 - 6                                                               8

    Signatures                                                                9

    Exhibits                                                                  10


</TABLE>






     
<PAGE>


<TABLE>

                                                          HOENIG GROUP INC.
                                            CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                                               AS OF JUNE 30, 1996 & DECEMBER 31, 1995
                                                             (UNAUDITED)
<CAPTION>

                                                                       June 30, 1996                  December 31, 1995
                                                                       -------------                  -----------------
<S>                                                                    <C>                            <C>
ASSETS
Cash & equivalents                                                         $19,255,001                      $18,115,361
U.S. Government obligations, at market value                                 9,466,799                       11,655,594
Securities owned, at market value                                            3,939,410                        2,231,868
Investment in limited partnerships                                           2,093,266                          998,745
Receivables from correspondent brokers and dealers                           4,640,338                        4,749,703
Exchange memberships - at cost                                                 836,250                          836,250
Equipment, furniture and leasehold improvements
     - net of depreciation and amortization                                  1,959,902                        1,921,225
Deferred research/services expense                                           1,245,116                          869,923
Other assets                                                                 4,187,017                        3,756,806
                                                                             ---------                        ---------
     Total Assets                                                          $47,623,099                      $45,135,475
                                                                           ===========                      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Payable to brokers and dealers                                             $ 2,785,749                     $    162,428
Accrued research/services payable                                            4,672,506                        4,846,939
Accrued compensation                                                         2,998,027                        2,373,905
Accrued expenses                                                               587,587                        2,565,284
Other liabilities                                                            1,056,016                          728,674
                                                                             ---------                          -------
     Total Liabilities                                                      12,099,885                       10,677,230
                                                                            ----------                       ----------

STOCKHOLDERS' EQUITY
Common stock $.01 par value per share
Voting-authorized 40,000,000 shares
  - 10,709,850 and 10,637,160 issued in
     1996 and 1995 respectively                                                107,149                          106,372
Additional paid in capital                                                  25,974,640                       25,724,382
Foreign currency translation adjustment                                      (969,042)                        (814,382)
Retained earnings                                                           15,607,502                       14,656,408
                                                                            ----------                       ----------
                                                                            40,720,249                       39,672,780
Less treasury stock at cost - 1,527,040
shares and 1,532,040 shares in 1996 and 1995,
      respectively                                                         (5,197,035)                      (5,214,535)
                                                                           -----------                      -----------
     Total Stockholders' Equity                                             35,523,214                       34,458,245
                                                                            ----------                       ----------
     Total Liabilities and Stockholders' Equity                            $47,623,099                      $45,135,475
                                                                           ===========                      ===========
</TABLE>


           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


                                     - 1 -




     
<PAGE>


<TABLE>

                                                          HOENIG GROUP INC.
                                                   CONSOLIDATED STATEMENT OF INCOME
                                                             (UNAUDITED)

<CAPTION>

                                                                    Three Months Ended                       Six Months Ended
                                                                    ------------------                       ----------------
                                                                         June 30,                                June 30,

REVENUES                                                           1996             1995                    1996           1995
                                                                   ----             ----                    ----           ----
<S>                                                           <C>                <C>                   <C>             <C>
 Gross commissions                                             $15,180,769       $11,693,521           $29,765,259     $22,530,554
 Investment management fees                                      1,364,635           658,555             2,531,837       1,156,461
 Other                                                             109,036            56,497               145,078         136,304
                                                              ------------       -----------          ------------    ------------
     Total operating revenues                                   16,654,440        12,408,573            32,442,174      23,823,319
EXPENSES
 Clearing, floor brokerage and
      exchange charges                                           2,701,062         1,889,804             5,200,475       3,525,147
 Employee compensation                                           4,120,535         3,071,729             8,021,208       6,018,538
 Independent research and services                               6,756,554         5,573,755            13,268,883      12,379,280
 Other                                                           2,424,944         2,233,601             4,268,246       4,033,109
                                                                 ---------         ---------            ----------       ---------
     Total expenses                                             16,003,095        12,768,889            30,758,812      25,956,074

OPERATING INCOME (LOSS)                                            651,345          (360,316)            1,683,362      (2,132,755)

INVESTMENT INCOME AND OTHER
 Interest, dividends                                               360,592           308,156               727,736         634,195
 Gain (loss) on investments, other                                  13,716           719,990               (12,355)      1,234,694
                                                                 ---------           -------            ----------       ---------
 Net investment income and other                                   374,308         1,028,146               715,381       1,868,889

 Income (loss) before income taxes                               1,025,653           667,830             2,398,743        (263,866)
 Provision for income taxes                                        370,977           290,492               988,637         (23,611)
                                                                ----------           -------             ---------       ---------
 Net income (loss)                                              $  654,676      $    377,338           $ 1,410,106      $ (240,255)
                                                                ==========      ============           ===========      ==========

 Net income (loss) per share primary
       and fully diluted                                    $          .07   $           .04       $           .15  $         (.02)
                                                            ==============   ===============       ===============  ==============

Weighted average shares outstanding                              9,256,582         9,806,496             9,229,976       9,746,236
                                                                 =========         =========             =========       =========

</TABLE>

           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


                                     -2-




     
<PAGE>






<TABLE>


                                                          HOENIG GROUP INC.
                                             CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE
                                            SIX MONTHS ENDED JUNE 30, 1996 & JUNE 30, 1995
                                                             (UNAUDITED)
<CAPTION>

CASH FLOWS FROM OPERATING ACTIVITIES                                         1996                                    1995
                                                                             ----                                    ----
<S>                                                                        <C>                                  <C>
 Net Income                                                                 $1,410,106                          $     (240,255)
 Adjustments to reconcile net income
   to net cash provided by (used in) operating activities:
  Depreciation and amortization                                                401,213                                 330,086
Foreign currency translation adjustment                                       (154,654)                                160,306
  Issuance of stock options                                                     31,792                                  46,964
  Change in unrealized appreciation/loss on investments                         79,331                              (1,116,688)
Changes in assets and liabilities:
  Securities owned, net                                                     (1,768,567)                               (165,200)
  Receivables from correspondent brokers and dealers                           109,365                                 561,095
  Deferred research/services expense                                          (375,193)                             (1,174,619)
  Other assets                                                                (542,511)                               (252,945)
  Payable to brokers and dealers                                             2,623,321                                 (68,106)
  Accrued research/services payable                                           (174,433)                             (1,529,995)
  Accrued compensation                                                         860,365                                (685,932)
  Accrued expenses                                                          (1,977,697)                                (76,498)
  Other liabilities                                                            393,990                                (230,871)
                                                                               -------                               ---------
Net cash provided by (used in) operations                                      916,428                              (4,442,658)

CASH FLOWS FROM INVESTING ACTIVITIES:
  U.S. Government obligations                                                2,009,319                               3,159,165
  Investment in limited partnership                                         (1,000,000)                                 -
  Purchase of equipment, furniture and leasehold
     improvements                                                             (327,592)                               (454,896)
                                                                             ---------                               ---------
Net cash provided by investing activities:                                     681,727                               2,704,269

CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends                                                                   (459,015)                               (487,443)
  Issuance of common stock                                                         500                                   1,550
                                                                          ------------                             -----------
  Net cash (used in) financing activities:                                    (458,515)                               (485,893)

  Net increase (decrease) in cash and equivalents                            1,139,640                              (2,224,282)
  Cash and equivalents beginning of period                                  18,115,361                              10,379,934
                                                                            ----------                              ----------

  Cash and equivalents end of period                                       $19,255,001                              $8,155,652
                                                                           ===========                              ==========
  Supplemental disclosure of cash flow information:
         Interest paid:                                                    $    22,514                              $   83,544
        Taxes paid:                                                        $   541,803                              $  179,593


                                  1996 Non-Cash Item: Conversion of Subordinated Debentures to
                                                   Common Stock - $62,500

</TABLE>

           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                     - 3 -




     
<PAGE>


                               HOENIG GROUP INC.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION.

         In the opinion of management, the accompanying unaudited interim
consolidated financial statements reflect all adjustments (which include only
normal recurring accruals) necessary to present fairly the Company's financial
position as of June 30, 1996 and December 31, 1995, the results of its
operations for the three and six months ended June 30, 1996 and 1995 and
changes in cash flows for the six months ended June 30, 1996 and 1995. Certain
information normally included in financial statements and related notes
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. These consolidated financial statements should be read
in conjunction with the Company's December 31, 1995 annual report on Form
10-K.


NOTE 2 - NET CAPITAL AND RESERVE REQUIREMENTS.

         Hoenig & Co., Inc., the Company's principal operating subsidiary, is
subject to the SEC Net Capital Rule 15c3-1 which requires that Hoenig maintain
net capital of the greater of $100,000 or one-fifteenth of aggregate
indebtedness. As of June 30, 1996 Hoenig & Co., Inc.'s net capital ratio was
1.11 to 1 and its net capital was approximately $8,696,000, which was
$8,051,000 in excess of regulatory requirements. Hoenig's Tokyo office (a
branch of Hoenig & Co., Inc.) capital requirement was JPY 64,000,000
($583,000). Hoenig & Company Limited is required to maintain financial
resources of at least 110% of its capital requirement. Limited's financial
resources requirement as of June 30, 1996 was approximately British Pounds
705,000 ($1,093,000); it had excess financial resources at such date of
approximately British Pounds 631,000 ($978,000). Hoenig (Far East) Limited
("Far East"), is required to maintain liquid capital of the greater of HK$
3,000,000 ($388,000) or 5% of the average quarterly total liabilities. Far
East's required liquid capital was approximately HK$ 14,637,000 ($1,894,000)
and it had excess liquid capital of approximately HK$ 12,813,000 ($1,658,000).


NOTE 3 - STOCKHOLDERS EQUITY

     On May 16, 1996 the Company declared a regular quarterly dividend on its
Common Stock of $0.025 per share payable on July 12, 1996 to shareholders of
record at the close of business on June 28, 1996.


NOTE 4 - SUBSEQUENT EVENTS

     On August 6, 1996 the Company declared a regular quarterly dividend on
its Common Stock of $ 0.025 per share payable on September 27, 1996 to
shareholders of record at the close of business on September 13, 1996.













                                     - 4-




     
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

GENERAL
         The Company's principal source of revenues is commissions for
executing trades on behalf of its clients. Commission income is a function of
commissions received in exchange for providing research, other services and
commission rebates to the Company's clients ("Soft Dollar Brokerage") and
competing for institutional execution-only business. The Company executes
trades in equity securities on all of the world's major stock exchanges,
acting as agent for its customers and, in certain instances, as principal. The
Company also executes trades in fixed income securities on an agency and
riskless principal basis.

         The Company believes that Soft Dollar Brokerage will continue to grow
slowly in the United States and the United Kingdom and to a greater extent in
foreign markets, particularly in the Far East. However, there continues to be
pressure on soft dollar ratios in the United States, United Kingdom, Europe,
and the Far East as a result of client demands and competition for Soft Dollar
Brokerage. Ratios generally have decreased throughout the soft dollar industry
during the past several years, resulting in lower profit margins. The average
ratio charged by the Company has also decreased during the past several years
resulting in lower profit margins on the Company's Soft Dollar Brokerage
business. Continued decreases in soft dollar ratios will result in lower
profit margins on the Company's Soft Dollar Brokerage.

         In late 1994 and 1995 the Company committed increased capital and
hired additional personnel in its Far East operations in Hong Kong and Tokyo.
Management believes these expenditures, which negatively affected the
Company's net income in 1995, were necessary for future growth of the
Company's global securities business. Although both operations operated at a
profit for the first six months, management does not expect the operations in
Tokyo to operate at a profit during 1996. Management expects to hire
additional personnel and invest additional capital as the needs and activities
of the Hong Kong and Tokyo operations further develop.

         The Company's second largest source of revenues is investment
management fees from institutional clients received by Axe-Houghton
Associates, Inc., the Company's investment management subsidiary. The Company
intends to devote substantial resources to its investment management business.
The Company will continue to evaluate opportunities to increase assets under
management and expand its product line through acquisition and the hiring of
additional personnel.

THREE MONTHS ENDED JUNE 30, 1996 VERSUS THREE MONTHS ENDED JUNE 30, 1995.

         The Company incurred operating income before income taxes for the
three months ended June 30, 1996 of $651,345, versus an operating loss of
($360,316) in 1995. The operating income is primarily attributable to a 29.8%
increase in commission revenues, as well as an increase of 107.2% in
investment management fees. The increase in commission revenues is attributed
to higher trading volume from the Company's clients, as well as the addition
of certain new clients. The increase in investment management fees primarily
reflects additional assets under management from existing as well as new
clients.

         Operating revenues increased to $16.7 million for three months ended
June 30, 1996 from $12.4 million for the three months ended June 30, 1995
(increasing 34.2%). Commission revenues increased to $15.2 million for the
three months ended June 30, 1996 from $11.7 million for three months ended
June 30, 1995 (increasing 29.8%). This increase resulted primarily from an
increase in commission revenues in the U.S. equity and certain Far East
markets of $1.2 Million and $1.5 Million respectively.


                                     - 5 -





     
<PAGE>



         Investment management fees increased to $1.4 million for the three
months ended June 30, 1996, from $0.7 million in 1995 (increasing 107.2%) as
assets under management increased to $4.0 billion as of June 30, 1996 from
$3.0 billion as of June 30, 1995.

         Research and other services provided to the Company's brokerage
clients during the second quarter 1996 increased 21.2% to $6.8 million as
compared to $5.6 million for the same period in 1995. These expenses were
44.5% of commission revenues for the quarter ended June 30, 1996 as compared
with 47.7% for the corresponding period in 1995. These expenses increased at a
lower rate than commission revenues, primarily due to an increase in
commission revenues not associated with soft dollar arrangements
(execution-only business) during the three months ended June 30, 1996.

         Clearing, execution, exchange charges and related expenses increased
42.9% to $2.7 million in 1996 from $1.9 million in 1995. These expenses
represented 17.8% of commissions in 1996 and 16.2% of commissions in 1995.
These expenses increased as a percentage of commissions primarily due to an
increase during the quarter in the percentage of commissions generated in
certain Far East markets where such expenses are charged at higher rates
than comparable U.S. equity trades.

         Employee compensation increased to $4.1 million in 1996 from $3.1
million in 1995 (increasing 34.1%). This resulted primarily from an increase
in reserves for discretionary and performance based compensation for the three
months ended June 30, 1996.

         Net investment income and other decreased to $0.4 million in 1996
versus $1.0 million in 1995. This decrease resulted primarily from unrealized
losses on cash invested in U.S. Government obligations, corporate bonds and
securities during the second quarter 1996 versus unrealized gains of $0.7
million during second quarter 1995.

         All other expenses were $2.4 million in the second quarter 1996
compared to $2.2 million in 1995 (increasing 8.6%). This resulted primarily
from an increase in the Company's consulting and other professional fees
during the quarter ended June 30, 1996.


SIX MONTHS ENDED JUNE 30, 1996 VERSUS SIX MONTHS ENDED JUNE 30, 1995.

The Company incurred operating income before income taxes for the six months
ended June 30, 1996 of $1,683,362, versus an operating loss of ($2,132,755) in
1995. The operating income is primarily attributable to a 32.1% increase in
commission revenues without a commensurate increase in expenses associated
with research and other services, as well as an increase of 118.9% in
investment management fees. The increase in commission revenues is
attributable to higher trading volume from the company's clients, as well as
the addition of certain new clients. The increase in investment management
fees primarily reflects additional assets under management from existing as
well as new clients.








                                     - 6 -




     
<PAGE>




         Operating revenues increased to $32.4 million for six months ended
June 30, 1996 from $23.8 million for the six months ended June 30, 1995
(increasing 36.2%). Commission revenues increased to $29.8 million for the six
months ended June 30, 1996 from $22.5 million for six months ended June 30,
1995 (increasing 32.1%). This increase resulted primarily from an increase in
the Company's commission revenues in (1) the U.S. equity and fixed income
markets and (2) certain Far East markets of $2.5 million and $3.9 million,
respectively.

         Investment management fees increased to $2.5 million for the six
months ended June 30, 1996, from $1.2 million in 1995 (increasing 118.9%) as
assets under management increased to $4.0 billion at June 30, 1996 from $3.0
billion at June 30, 1995.

         Research and other services provided to the Company's brokerage
clients during the six months ended June 30, 1996 increased 7.2% to $13.3
million as compared to $12.4 million for the same period in 1995. These
expenses were 44.6% of commission revenues for the six months ended June 30,
1996 as compared with 54.9% for the corresponding period in 1995. Expenses
related to research and other services as a percentage of commission revenues
for the six months ended June 30, 1996 was less than the comparable period
in 1995, primarily due to the following: (1) the incurrence of research and
services expense in advance of the realization of related commission revenues
during the first quarter 1995, and (2) an increase in commission revenues not
associated with soft dollar arrangements during six months ended June 30,
1996.

         Clearing, execution, exchange charges and related expenses increased
47.5% to $5.2 million in 1996 from $3.5 million in 1995. These expenses
represented 17.5% of commissions in 1996 and 15.6% of commissions in 1995.
These expenses increased as a percentage of commissions primarily due to an
increase in the percentage of commissions generated in certain Far East
markets where such expenses are charged at higher rates than comparable
domestic equity trades.

         Employee compensation increased to $8.0 million in 1996 from $6.0
million in 1995 (increasing 33.3%). This resulted primarily from an increase
in reserves for discretionary and performance based compensation and an
increase in the compensation of additional personnel hired in the Company's
operations in Hong Kong and Tokyo for a full six months in 1996 that were
hired during the first half of 1995.

         Net investment income and other decreased to $0.7 million in 1996
versus $1.9 million in 1995. The decrease resulted primarily from unrealized
losses of cash invested in U.S. Government obligations, corporate bonds and
securities during the six months ended June 30, 1996 versus unrealized gains
of $1.3 million during the six months ended June 30, 1995.

         All other expenses were $4.3 million in 1996 compared to $4.0 million
in 1995 increasing 5.8%. This resulted primarily from an increase in
consulting and other professional fees during the six months ended June 30,
1996.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 1996 the Company had cash, U.S. Government obligations
and accounts receivable of $33.4 million. All receivables from correspondent
broker/dealers are fully collectible and no provision for uncollectibles is
required.

The Company believes that its cash resources and liquidity plus additional
funds generated by operations will be sufficient to meet current and future
needs. The Company is currently exploring opportunities to expand existing
businesses and/or to acquire new businesses, which could potentially have an
impact on liquidity and capital resources.

                                     - 7 -




     
<PAGE>



                               HOENIG GROUP INC.
                          PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                   On September 19, 1995, a complaint was filed in the Supreme
                   Court of the State of New York, County of Westchester, by
                   Thomas C. Hellman against Hoenig Group Inc., Hoenig & Co.,
                   Inc. and certain individuals, as directors and officers of
                   Hoenig & Co., Inc. Information regarding this litigation
                   previously was disclosed in Item 3 of the Company's annual
                   report on Form 10-K for the fiscal year ended December 31,
                   1995, and was referenced in the Company's Form 10-Q for the
                   first quarter ended March 31, 1996.

ITEM 2.  CHANGES IN SECURITIES

                   None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                   None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                   At the Company's annual meeting of Stockholders held on May
                   16, 1996, Messrs. Joseph A. D'Andrea, Robert F. Donahue,
                   Max H. Levine and J. Richard Walton, who were nominated by
                   the Board of Directors, were elected to serve as Class II
                   Directors of the Company, each for a three year term. Messrs.
                   Martin F.C. Emmett, Alan B. Herzog, Nigel Johnson-Hill,
                   Robert Spiegel, Nicholas E.E. DeStefano and Ms. Kathryn L.
                   Hoenig continue to serve as Directors after such meeting.
                   The results of the election were as follows: D'Andrea:
                   Voted for-6,851,322, Against-145,683, Abstain-0, Broker
                   Non-Votes 0; Donahue: Voted for-6,864,440, Against-132,565,
                   Abstain-0, Broker Non-Votes 0; Levine: Voted for-6,728,440,
                   Against-268,565, Abstain-0, Broker Non-Votes 0; and Walton:
                   Voted for-6,852,622, Against-144,383, Abstain-0, Broker
                   Non-Votes 0.

                   In addition, the Company's First Amendment to the 1994
                   Stock Option Plan and the Company's 1996 Employee Stock
                   Purchase Plan were approved. The results of the election
                   were as follows: Amendment to the 1994 Stock Option Plan:
                   Voted for-5,801,744, Against-402,219, Abstain-12,000,
                   Broker Non-Votes 0; 1996 Employee Stock Purchase Plan:
                   Voted for-6,027,167, Against-153,315, Abstain-13,075,
                   Broker Non-Votes 0.

ITEM 5.  OTHER INFORMATION

                NONE


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                   Exhibits:    Computation of Earnings Per Share (Exhibit 11)
                                Financial Data Schedule (Exhibit 27)

                   Reports on Form 8-K:  None.

                                     - 8 -





     
<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.




                                               Hoenig Group Inc.



Date:    August 14, 1996                       Joseph A. D'Andrea
                                               ------------------
                                               Joseph A. D'Andrea
                                               Chairman and Chief
                                               Executive Officer



Date:    August 14, 1996                       Alan B. Herzog
                                               --------------
                                               Alan B. Herzog,
                                               Chief Operating Officer



Date:  August 14, 1996                         Louis T. Lynn
                                               -------------
                                               Louis T. Lynn
                                               Chief Financial Officer and
                                               Principal Financial/Accounting
                                               Officer











                                     - 9 -


<TABLE>



                                                              EXHIBIT 11
                                                          HOENIG GROUP INC.
                                                  COMPUTATION OF EARNINGS PER SHARE
                                                             (UNAUDITED)
<CAPTION>

                                                                         Three Months Ended               Six Months Ended
                                                                         ------------------               ----------------
                                                                    Primary and     Primary and     Primary and      Primary and
                                                                    Fully Diluted   Fully Diluted   Fully Diluted    Fully Diluted
                                                                    6/30/96         6/30/95         6/30/96          6/30/95
<S>                                                                 <C>             <C>             <C>              <C>
EARNINGS:
Income (loss) before extraordinary item .....................  $   654,676     $   377,338     $ 1,410,106      ($  240,255)
                                                                    ===========     ===========     ===========      ===========

NUMBER OF SHARES:
Weighted average of shares outstanding ...........................    9,182,042       9,751,823       9,153,565        9,746,236
Additional shares assuming conversion
  of outstanding options and warrants ............................       74,540          54,673          76,411             --
                                                                    -----------     -----------     -----------      -----------
Average shares and equivalents outstanding .......................    9,256,582       9,806,496       9,229,976        9,746,236
                                                                    ===========     ===========     ===========      ===========
Primary and fully diluted
   earnings (loss) per share .....................................  $       .07     $       .04     $       .15      $      (.02)
                                                                    ===========     ===========     ===========      ===========


</TABLE>


                                                                   - 10 -



<TABLE> <S> <C>



<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE HOENIG
GROUP INC. JUNE 30, 1996 FORM 10Q AND IS QUALIFIED IN ITS ENTIRETY TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                      19,255,001
<RECEIVABLES>                                4,640,338
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