<PAGE>
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
September 30, 1997
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)
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 twelve 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 [ ]
As of November 13, 1997, there were 9,211,772 shares of common stock
outstanding.
<PAGE>
HOENIG GROUP INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
INDEX
PAGE
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Consolidated Statement of Financial Condition -
September 30, 1997 and December 31, 1996 1
Consolidated Statement of Income -
Three and Nine Months Ended September 30, 1997 and 1996 2
Consolidated Statement of Cash Flows -
Nine Months Ended September 30, 1997 and 1996 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
<PAGE>
HOENIG GROUP INC.
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
AS OF SEPTEMBER 30, 1997 & DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
------------------ -----------------
<S> <C> <C>
ASSETS
Cash & equivalents $20,244,219 $18,307,886
U.S. Government obligations, at market value 17,265,658 16,782,412
Securities owned, at market value 1,296,225 1,458,761
Investment in limited partnerships 634,198 503,588
Receivables from correspondent brokers and dealers 13,106,708 6,164,129
Receivables from customers 1,311,043 436,326
Exchange memberships - at cost 1,340,762 1,347,522
Equipment, furniture and leasehold improvements
- net of depreciation and amortization 2,302,602 2,090,649
Deferred research/services expense 1,067,047 632,914
Other assets 4,239,820 3,803,708
----------- -----------
Total Assets $62,808,282 $51,527,895
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Payable to brokers and dealers $ 1,454,870 $ 640,705
Payable to customers 8,026,229 229,367
Accrued research/services payable 7,396,137 6,553,125
Accrued compensation 4,674,683 4,449,089
Accrued expenses 864,012 963,745
Other liabilities 1,393,593 840,574
----------- -----------
Total Liabilities 23,809,524 13,676,605
---------- ----------
STOCKHOLDERS' EQUITY
Common stock $.01 par value per share
Voting-authorized 40,000,000 shares, issued
- 10,800,650 in 1997 and 10,763,350 in 1996 108,007 107,634
Additional paid in capital 26,403,332 26,111,404
Foreign currency translation adjustment (920,719) (826,848)
Retained earnings 19,153,748 16,611,177
---------- ----------
44,744,368 42,003,367
Less treasury stock at cost - 1,510,378
shares in 1997 and 1,239,540 shares in 1996 (5,745,610) (4,152,077)
----------- -----------
Total Stockholders' Equity 38,998,758 37,851,290
---------- ----------
Total Liabilities and Stockholders' Equity $62,808,282 $51,527,895
=========== ===========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1
<PAGE>
HOENIG GROUP INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
REVENUES 1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Gross commissions $16,398,169 $15,806,745 $50,671,115 $45,572,004
Investment management fees 1,750,076 1,553,094 4,771,783 4,084,931
Other 68,556 114,088 328,830 259,166
----------- ----------- ----------- -----------
Total operating revenues 18,216,801 17,473,927 55,771,728 49,916,101
EXPENSES
Independent research and services 7,478,163 7,559,472 23,179,016 20,828,355
Clearing, floor brokerage and
exchange charges 2,485,943 2,912,834 7,887,781 8,113,309
Employee compensation 5,058,752 4,252,657 14,670,416 12,273,865
Other 2,696,110 2,153,030 7,515,660 6,421,276
----------- ----------- ----------- -----------
Total expenses 17,718,968 16,877,993 53,252,873 47,636,805
OPERATING INCOME 497,833 595,934 2,518,855 2,279,296
INVESTMENT INCOME AND OTHER
Interest, dividends 500,533 370,371 1,419,780 1,098,107
Gain (loss) on investments, other 63,407 42,418 189,991 30,063
----------- ----------- ----------- -----------
Net investment income and other 563,940 412,789 1,609,771 1,128,170
Income before income taxes 1,061,773 1,008,723 4,128,626 3,407,466
Provision for income taxes 417,005 399,027 1,586,056 1,387,664
----------- ----------- ----------- -----------
Net income $ 644,768 $ 609,696 $ 2,542,570 $ 2,019,802
=========== =========== =========== ===========
Net income per share primary
and fully diluted $ .07 $ .07 $ .26 $ .22
=========== =========== =========== ===========
Weighted average shares outstanding 9,749,853 9,333,620 9,810,778 9,282,182
========= ========= ========= =========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
2
<PAGE>
HOENIG GROUP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1997 & SEPTEMBER 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES: 1997 1996
---- ----
<S> <C> <C>
Net income $ 2,542,570 $ 2,019,802
Adjustments to reconcile net income
to net cash provided by (used in) operating activities:
Depreciation and amortization 858,406 608,607
Foreign currency translation adjustment (93,871) (129,909)
Issuance of stock options 138,323 50,866
Change in unrealized (appreciation)/depreciation
on investments (304,771) 238,844
Changes in assets and liabilities:
Securities owned, at market 12,766 (52,048)
Receivables from correspondent brokers and dealers (6,942,579) 218,828
Receivables from customers (874,717) --
Deferred research/services expense (434,133) (501,306)
Other assets (657,180) (44,160)
Payable to brokers and dealers 814,165 43,572
Payable to customers 7,796,862 --
Accrued research/services payable 843,012 918,239
Accrued compensation 225,594 2,171,134
Accrued expenses (99,733) (1,784,145)
Other liabilities 554,550 (144,472)
------------ ------------
Net cash provided by operations 4,379,264 3,613,852
CASH FLOWS FROM INVESTING ACTIVITIES:
U.S. Government obligations at market (319,966) (4,152,156)
Investment in Limited Partnership -- (1,000,000)
Investment in securities 159,120 527,803
Purchases of equipment, furniture and leasehold
improvements (842,530) (580,870)
------------ ------------
Net cash (used in) investing activities: (1,003,376) (5,205,223)
CASH FLOWS FROM FINANCING ACTIVITIES:
Treasury stock purchase (1,593,533) --
Dividends -- (695,261)
Issuance of common stock 153,978 845,949
------------ ------------
Net cash provided by (used in) financing activities: (1,439,555) 150,688
Net increase (decrease) in cash, and equivalents 1,936,333 (1,440,683)
Cash and equivalents, beginning of period 18,307,886 18,115,361
Cash and equivalents end of period $ 20,244,219 $ 16,674,678
Supplemental disclosure of cash flow information:
Interest paid: $ 146,873 $ 32,881
Taxes paid: $ 1,357,275 $ 707,892
</TABLE>
1996 Non-Cash Item: Conversion of Subordinated Debentures to
Common Stock - $62,500
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 September 30, 1997 and December 31, 1996, the results of its
operations for the three and nine months ended September 30, 1997 and 1996 and
changes in cash flows for the nine months ended September 30, 1997 and 1996.
Certain information normally included in the 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, 1996 annual report on Form
10-K.
NOTE 2 - NET CAPITAL AND RESERVE REQUIREMENTS.
Hoenig & Co., Inc. ("Hoenig"), 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 September 30, 1997, Hoenig's net capital ratio
was .58 to 1 and its net capital was approximately $10,330,000, which was
$9,933,000 in excess of regulatory requirements. Hoenig's Tokyo office (a
branch of Hoenig) capital requirement was (Yen)69,000,000 ($573,000). Hoenig &
Company Limited ("Limited"), the Company's United Kingdom brokerage subsidiary,
is required to maintain financial resources of at least 110% of its capital
requirement. Limited's financial resources requirement as of September 30, 1997
was approximately (British pounds)343,000 ($555,000); it had excess financial
resources at such date of approximately (British pounds)809,000 ($1,308,000).
Hoenig (Far East) Limited ("Far East"), the Company's Hong Kong brokerage
subsidiary, 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 as of September 30, 1997 was approximately
HK$16,702,000 ($2,158,000), and it had excess liquid capital of approximately
HK$16,850,000 ($2,177,000).
NOTE 3 - STOCKHOLDERS' EQUITY.
During the fourth quarter 1992, the Company's Board of Directors
approved a stock repurchase program which would enable the Company to
repurchase up to one million shares of its Common Stock from time to time. In
November 1994, the Company's Board of Directors authorized management to
repurchase, from time to time, an additional one million shares of Common Stock
in open market and private transactions.
From January 1, 1997 through September 30, 1997, the Company repurchased
407,172 shares of Common Stock. As of September 30, 1997 the Company has
repurchased a total of 1,304,712 shares under these repurchase programs. The
Company purchased an additional 650,000 shares in December 1995, pursuant to a
contract with the Estate of Ronald H. Hoenig. The total cost of these purchases
under the repurchase programs and the purchase from the Estate (net of 444,334
shares issued out of Treasury Stock) is $5,745,610.
NOTE 4 - EARNINGS PER SHARE.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, "Earnings per Share", ("SFAS 128"). SFAS 128
simplifies the standards for computing and presenting earnings per share
("EPS") previously found in APB Opinion No. 15, Earnings per Share. SFAS 128 is
effective for financial statements issued for periods ending after December 15,
1997. The Company does not expect the adopting of SFAS 128 to have a material
impact on its earnings per share computation.
4
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
GENERAL
Hoenig Group Inc. (the "Company") provides global securities brokerage
to institutional clients through its wholly-owned brokerage subsidiaries in the
United States, United Kingdom, Hong Kong and Tokyo. The Company's wholly-owned
subsidiary, Axe-Houghton Associates, Inc. ("Axe-Houghton"), provides
professional investment management to public and corporate employee benefit
plans, investment partnerships and other institutional clients.
The Company's principal source of revenues is commissions earned for
executing trades on behalf of its customers. 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, and also executes
trades in U.S. fixed income securities on an agency and riskless principal
basis. The Company earns commissions in connection with four principal types of
brokerage services: commissions received in exchange for providing independent
research and brokerage ("Independent Research Arrangements"), commissions
received in exchange for paying expenses of, or commission refunds to, directed
brokerage customers ("Directed Brokerage Arrangements"), commissions received
in exchange for providing the Company's proprietary research; and commissions
received for execution-only services ("Execution - Only Brokerage").
The Company believes that the business of providing Independent Research
and Directed Brokerage Arrangements is relatively mature in the United States
and the United Kingdom, but expects it to grow at a faster rate in foreign
markets, particularly in the Far East. Ratios relating to Independent Research
and Directed Brokerage Arrangements (the ratio of commissions received by the
Company to the cost of research and other services provided or commission
refunds paid) generally have decreased during the past several years as a
result of competition, but they are higher in certain international markets,
particularly in the Far East. The Company is able to maintain profit margins on
commissions earned in Far East markets that are comparable to the profit margin
on U.S. commissions, notwithstanding higher clearing and execution costs in
certain Far East markets. The Company's profit margin on Execution-Only
Brokerage is higher than that on Independent Research and Directed Brokerage
Arrangements because the Company does not incur direct expenses for research
and other services in connection with Execution-Only Brokerage.
The Company's second largest source of revenues is investment management
fees earned by Axe-Houghton in connection with the provision of asset
management services to institutional clients. The profit margin on the
Company's asset management business is higher than those on the Company's
brokerage activities and also varies with the types of asset management
services provided by the Company. Axe-Houghton had $4.0 billion in assets under
management as of September 30, 1997, of which $463.0 million is managed under a
temporary assignment.
With respect to its asset management and brokerage businesses, the
Company will continue to evaluate opportunities to increase distribution
capabilities, expand its client base and supplement its product line through
acquisitions and the hiring of additional personnel.
5
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 1997 VERSUS THREE MONTHS ENDED
SEPTEMBER 30, 1996.
The Company's operating income before income taxes for the three months
ended September 30, 1997 was $497,833, versus $595,934 in 1996. This decrease
in operating income was primarily attributed to an increase in infrastructure
costs of the Company's global brokerage operations. These costs included
compensation and office related expenses related to the addition of
sales/marketing and trading personnel who were hired as part of an effort to
expand the Company's global brokerage network and account base.
Operating revenues increased 4.3% to $18.2 million for three months
ended September 30, 1997 from $17.5 million for the three months ended
September 30, 1996. Commission revenues increased 3.7% to $16.4 million for the
three months ended September 30, 1997 from $15.8 million for the same period in
1996. This increase resulted primarily from an increase in commission revenues
in certain Far East markets. Commission revenues derived from international
operations represented 34.5% of the Company's total commissions during the
third quarter 1997 as compared to 32.4% for the same period in 1996.
Investment management fees increased 12.7% to $1.8 million for the three
months ended September 30, 1997, from $1.6 million in 1996 based on assets
under management of $4.0 billion as of September 30, 1997, as compared with
$4.1 billion as of September 30, 1996. This increase in management fees
reflects an increase in those assets which are managed for a higher average
fee, which more than offset the overall decrease in assets.
Research and other services provided to the Company's brokerage clients
during the third quarter 1997 decreased 1.1% to $7.5 million from $7.6 million
for the same period in 1996. These expenses were 45.6% of commission revenues
for the quarter ended September 30, 1997 as compared with 47.8% for the
corresponding period in 1996.
Clearing, execution, exchange charges and related expenses decreased
14.7% to $2.5 million from $2.9 million in 1996. These expenses represented
15.2% of commissions in 1997 and 18.4% of commissions in 1996. The decrease in
these expenses as a percentage of commissions is primarily due to a reduction
in execution costs related to commissions generated in the Hong Kong market.
The Company has reduced the costs of executing transactions on The Stock
Exchange of Hong Kong as a result of Hoenig (Far East) Limited becoming a
self-clearing member of The Stock Exchange of Hong Kong in the fourth quarter
1996.
Employee compensation increased 19.0% to $5.1 million in 1997 from $4.3
million in 1996. This increase reflects: (1) compensation of new employees
hired during the fourth quarter 1996 and during 1997, (2) an increase in
reserves for discretionary bonuses and performance-based compensation, and
(3) an increase in the compensation of existing personnel.
All other expenses increased 25.2% to $2.7 million in the third quarter
1997, compared to $2.2 million in 1996. This resulted primarily from an
increase in depreciation, amortization and office and marketing related
expenses during the quarter ended September 30, 1997.
NINE MONTHS ENDED SEPTEMBER 30, 1997 VERSUS NINE MONTHS ENDED
SEPTEMBER 30, 1996.
The Company's operating income before income taxes for the nine months
ended September 30, 1997 increased 10.5% to $2,518,855, versus $2,279,296 in
1996. The increase in operating income is primarily attributed to an 11.2%
increase in commission revenues and a 16.8% increase in investment management
fee revenues.
6
<PAGE>
Operating revenues increased 11.7% to $55.8 million for nine months
ended September 30, 1997 from $49.9 million for the nine months ended September
30, 1996. Commission revenues increased 11.2% to $50.7 million for the nine
months ended September 30, 1997 from $45.6 million for the same period in 1996.
This increase resulted primarily from an increase in commission revenues in
U.S. equity markets and Far East markets. Commission revenues derived from
international operations represented 34.8% of the Company's total commissions
during the nine months ended September 30, 1997 as compared to 34.2% for the
same period in 1996.
Investment management fees increased 16.8% to $4.8 million for the nine
months ended September 30, 1997, from $4.1 million in 1996 based on assets
under management of $4.0 billion as of September 30, 1997, as compared with
$4.1 billion as of September 30, 1996. This increase in management fees
reflects an increase in those assets which are managed for a higher average
fee, which more than offset the overall decrease in assets.
Research and other services provided to the Company's brokerage clients
during the nine months ended September 30, 1997 increased 11.3% to $23.2
million from $20.8 million for the same period in 1996. These expenses remained
at 45.7% of commission revenues for both the nine months ended September 30,
1997 and 1996.
Clearing, execution, exchange charges and related expenses decreased
2.8% to $7.9 million in 1997 from $8.1 million in 1996. These expenses
represented 15.6% of commissions in 1997 and 17.8% of commissions in 1996. The
decrease in these expenses as a percentage of commissions is primarily due to a
reduction in execution costs related to commissions generated in the Hong Kong
market. The Company has reduced the costs of executing transactions on The
Stock Exchange of Hong Kong as a result of Hoenig (Far East) Limited becoming a
self-clearing member of The Stock Exchange of Hong Kong in the fourth quarter
1996.
Employee compensation increased 19.5% to $14.7 million in 1997 from
$12.3 million in 1996. This resulted primarily from: (1) the year-to-date
effect of compensation paid to employees hired in the third and fourth
quarters of 1996 and in 1997, (2) an increase in reserves for discretionary
bonuses and performance-based compensation, and (3) an increase in
compensation of existing personnel.
All other expenses increased 17.0% to $7.5 million in the nine months
ended September 30, 1997, compared to $6.4 million in 1996. This resulted
primarily from an increase in depreciation, amortization and office and
marketing related expenses during the nine months ended September 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company had cash, U.S. Government
obligations, net accounts receivable and other securities of $44.4 million. All
receivables from correspondent brokers and 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 6. EXHIBITS
Exhibits: Computation of Earnings Per Share (Exhibit 11)
Financial Data Schedule (Exhibit 27)
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: November 13, 1997 Fredric P. Sapirstein
---------------------
Fredric P. Sapirstein
Chairman and Chief
Executive Officer
Date: November 13, 1997 Alan B. Herzog
--------------
Alan B. Herzog,
Chief Operating Officer
9
<PAGE>
EXHIBIT 11
HOENIG GROUP INC.
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
Primary and Primary and Primary and Primary and
Fully Diluted Fully Diluted Fully Diluted Fully Diluted
9/30/97 9/30/96 9/30/97 9/30/96
------- ------- ------- -------
<S> <C> <C> <C> <C>
EARNINGS:
Net Income $ 644,768 $ 609,696 $2,542,570 $2,019,802
========== ========== ========== ==========
NUMBER OF SHARES:
Weighted average of shares outstanding 9,342,978 9,250,201 9,457,567 9,186,012
Additional shares assuming conversion
of outstanding options and warrants 406,875 83,419 353,211 96,170
---------- ---------- ---------- ----------
Average shares and equivalents outstanding 9,749,853 9,333,620 9,810,778 9,282,182
========== ========== ========== ==========
Primary and fully diluted
earnings per share $ .07 $ .07 $ .26 $ .22
========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE HOENIG
GROUP INC. SEPTEMBER 30, 1997 FORM 10Q AND IS QUALIFIED IN ITS ENTIRETY TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 20,244,219
<RECEIVABLES> 14,417,751
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 0
<INSTRUMENTS-OWNED> 19,196,081
<PP&E> 2,302,602
<TOTAL-ASSETS> 62,808,282
<SHORT-TERM> 0
<PAYABLES> 9,481,099
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 0
<LONG-TERM> 0
0
0
<COMMON> 108,007
<OTHER-SE> 38,890,751
<TOTAL-LIABILITY-AND-EQUITY> 62,808,282
<TRADING-REVENUE> 0
<INTEREST-DIVIDENDS> 1,419,780
<COMMISSIONS> 50,671,115
<INVESTMENT-BANKING-REVENUES> 0
<FEE-REVENUE> 4,771,783
<INTEREST-EXPENSE> 0
<COMPENSATION> 14,670,416
<INCOME-PRETAX> 4,128,626
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,542,570
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
</TABLE>
