<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
March 31, 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)
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 May 14, 1997, there were 9,474,805 shares of common stock outstanding.
<PAGE>
HOENIG GROUP INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
INDEX
PAGE
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Consolidated Statement of Financial Condition -
March 31, 1997 and December 31, 1996 1
Consolidated Statement of Income -
Three Months Ended March 31, 1997 and 1996 2
Consolidated Statement of Cash Flows -
Three Months Ended March 31, 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 MARCH 31, 1997 & DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
ASSETS
Cash & equivalents $18,231,496 $18,307,886
U.S. Government obligations, at market value 15,828,598 16,782,412
Securities owned, at market value 1,319,250 1,458,761
Investment in limited partnerships 504,188 503,588
Receivables from correspondent brokers and dealers 8,862,542 6,164,129
Receivables from customers 1,825,561 436,326
Exchange memberships - at cost 1,345,268 1,347,522
Equipment, furniture and leasehold improvements
- net of depreciation and amortization 2,185,454 2,090,649
Deferred research/services expense 1,228,466 632,914
Other assets 3,778,782 3,803,708
------------ ------------
Total Assets $55,109,605 $51,527,895
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Payable to brokers and dealers $ 2,035,154 $ 640,705
Payable to customers 4,084,614 229,367
Accrued research/services payable 6,379,935 6,553,125
Accrued compensation 2,017,826 4,449,089
Accrued expenses 958,485 963,745
Other liabilities 889,133 840,574
----------- -----------
Total Liabilities 16,365,147 13,676,605
---------- ----------
STOCKHOLDERS' EQUITY
Common stock $.01 par value per share
Voting-authorized 40,000,000 shares, issued
- 10,763,350 in 1997 and 10,709,850 in 1996 107,634 107,634
Additional paid in capital 26,131,677 26,111,404
Foreign currency translation adjustment (931,044) (826,848)
Retained earnings 17,484,932 16,611,177
---------- ----------
42,793,199 42,003,367
Less treasury stock at cost - 1,212,873
shares in 1997 and 1,532,040 shares in 1996 (4,048,741) (4,152,077)
----------- -----------
Total Stockholders' Equity 38,744,458 37,851,290
---------- ----------
Total Liabilities and Stockholders' Equity $55,109,605 $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
March 31,
------------------
REVENUES 1997 1996
---- ----
<S> <C> <C>
Gross commissions $16,223,796 $14,584,490
Investment management fees 1,518,786 1,167,202
Other 167,151 36,042
----------- ------------
Total operating revenues 17,909,733 15,787,734
EXPENSES
Independent research and services 7,303,348 6,512,329
Clearing, floor brokerage and
exchange charges 2,695,012 2,499,413
Employee compensation 4,598,481 3,900,673
Other 2,242,838 1,843,302
--------- ----------
Total expenses 16,839,679 14,755,717
---------- ----------
OPERATING INCOME 1,070,054 1,032,017
INVESTMENT INCOME AND OTHER
Interest, dividends 443,788 367,144
(Loss) on investments, other (55,234) (26,071)
-------- --------
Net investment income and other 388,554 341,073
Income before income taxes 1,458,608 1,373,090
Provision for income taxes 584,853 617,660
---------- ----------
Net income $ 873,755 $ 755,430
========== ==========
Net income per share primary
and fully diluted $ .09 $ .08
========== ==========
Weighted average shares outstanding 9,874,324 9,197,305
========= =========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
2
<PAGE>
HOENIG GROUP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE
THREE MONTHS ENDED MARCH 31, 1997 & MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES 1997 1996
---- ----
<S> <C> <C>
Net income $873,755 $755,430
Adjustments to reconcile net income
to net cash provided by (used in) operating activities:
Depreciation and amortization 280,305 207,110
Foreign currency translation adjustment (104,196) (82,674)
Issuance of stock options 47,191 15,896
Change in unrealized (appreciation)/loss on investments (38,759) 111,354
Changes in assets and liabilities:
Securities owned, at market (62,031) 26,930
Receivables from correspondent brokers and dealers (2,698,413) (428,242)
Receivables from customers (1,389,235) -
Deferred research/services expense (595,552) (336,048)
Other assets (53,517) (121,544)
Payable to brokers and dealers 1,394,449 42,572
Payable to customers 3,855,247 -
Accrued research/services payable (173,190) (38,863)
Accrued compensation (2,431,263) (284,976)
Accrued expenses (5,260) (1,929,668)
Other liabilities 92,433 72,542
------ ------
Net cash used in operations (1,008,036) (1,990,181)
CASH FLOWS FROM INVESTING ACTIVITIES:
U.S. Government obligations at market 1,001,352 656
Investment in securities 148,110 (18,433)
Purchases of equipment, furniture and leasehold
improvements (294,233) (156,906)
--------- ---------
Net cash provided by (used in) investing activities: 855,229 (174,683)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends - (229,445)
Issuance of common stock 76,417 -
------ -------------
Net cash provided by (used in) financing activities: 76,417 (229,445)
Net decrease in cash, and equivalents (76,390) (2,394,309)
Cash and equivalents, beginning of period 18,307,886 18,115,361
---------- ----------
Cash and equivalents end of period $18,231,496 $15,721,052
=========== ===========
Supplemental disclosure of cash flow information:
Interest paid: $ 297,900 $ 10,089
=========== ===========
Taxes paid: $ 78,969 $ 69,976
=========== ===========
</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 March 31, 1997 and December 31, 1996, the results of its
operations and changes in cash flows for the three months ended March 31, 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., 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 March 31, 1997, Hoenig & Co., Inc.'s net capital ratio was
.48 to 1 and its net capital was approximately $11,701,000,which was
$11,326,000 in excess of regulatory requirements. Hoenig's Tokyo office (a
branch of Hoenig & Co., Inc.) capital requirement was (yen)81,000,000
($654,000). Hoenig & Company Limited ("Limited") is required to maintain
financial resources of at least 110% of its capital requirement. Limited's
financial resources requirement as of March 31, 1997 was approximately
(British pounds)543,000 ($890,000); it had excess financial resources at such
date of approximately (British pounds)652,000 ($1,069,000). Hoenig (Far East)
Limited ("Far East"), is required to maintain liquid capital of the greater of
HK$3,000,000 ($387,000) or 5% of the average quarterly total liabilities. Far
East's required liquid capital was approximately HK$17,984,000 ($2,322,000) and
had excess liquid capital of approximately HK$6,036,000 ($779,000).
NOTE 3 - STOCKHOLDERS' EQUITY
On February 20, 1997, the Company's Board of Directors voted to
discontinue the payment of regular quarterly dividends of $0.025 per share.
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 other services to investment managers ("Independent Research
Arrangements"), commissions received in exchange for paying expenses of, or
commission refunds to, the customer ("Directed Brokerage"), 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 the Far East. 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. In February 1997, approximately $1.1 billion
of assets managed under a temporary assignment were withdrawn from
Axe-Houghton, resulting in $3.33 billion in assets under management as of
March 31, 1997. As of March 31, 1997, Axe-Houghton manages approximately $436.0
million on a temporary basis.
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 MARCH 31, 1997 VERSUS THREE MONTHS ENDED MARCH 31, 1996.
The Company's operating income before income taxes for the three
months ended March 31, 1997 was $1,070,054, versus $1,032,017 in 1996. The
increase in operating income is primarily attributed to an 11.2% increase in
commission revenues and a 30.1% increase in investment management fee revenue.
Operating revenues increased 13.4% to $17.9 million for three months
ended March 31, 1997 from $15.8 million for the three months ended March 31,
1996. Commission revenues increased 11.2% to $16.2 million for the three months
ended March 31, 1997 from $14.6 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 markets represented 32.7% of the Company's total commissions
during the first quarter 1997 as compared to 33.0% for the same period in 1996.
Investment management fees increased 30.1% to $1.5 million for the
three months ended March 31, 1997, from $1.2 million in 1996 based on assets
under management of $3.3 billion as of March 31, 1997, as compared with $3.8
billion as of March 31, 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 first quarter 1997 increased 12.1% to $7.3 million from $6.5
million for the same period in 1996. These expenses were 45.0% of commission
revenues for the quarter ended March 31, 1997 as compared with 44.7% for the
corresponding period in 1996.
Clearing, execution, exchange charges and related expenses increased
7.8% to $2.7 million in 1997 from $2.5 million in 1996. These expenses
represented 16.6% of commissions in 1997 and 17.1% of commissions in 1996. The
decrease in these expenses as a percentage of commissions is primarily due to
an increase in the percentage of commissions generated in the U.S. equity
markets, where such expenses are charges at lower rates than comparable
trades in certain international markets, and 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 17.9% to $4.6 million in 1997 from
$3.9 million in 1996. This resulted primarily from an increase in reserves for
discretionary and performance-based compensation for new and existing employees
during the three months ended March 31, 1997.
All other expenses increased 21.7% to $2.2 million in the first
quarter 1997, compared to $1.8 million in 1996. This resulted primarily from an
increase in depreciation, amortization and office related expenses during the
quarter ended March 31, 1997.
6
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had cash, U.S. Government obligations,
net accounts receivable and other securities of $40.5 million. All receivables
from correspondent broker 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 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits: Computation of Earnings Per Share (Exhibit 11)
Financial Data Schedule (Exhibit 27)
Reports on Form 8K: Item 5 Other.
On January 21, 1997, the Company filed a Form 8-K under Item 5 other,
reporting the adoption of a Stockholders Rights Plan.
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: May 14, 1997 Fredric P. Sapirstein
---------------------
Fredric P. Sapirstein
Chairman and Chief
Executive Officer
Date: May 14, 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
---------------------------------
Primary and Primary and
Fully Diluted Fully Diluted
3/31/97 3/31/96
------- -------
<S> <C> <C>
EARNINGS:
Net Income $ 873,755 $ 755,430
========== ==========
NUMBER OF SHARES:
Weighted average of shares outstanding 9,545,644 9,125,090
Additional shares assuming conversion
of outstanding options and warrants 328,680 72,215
-------- -----------
Average shares and equivalents outstanding 9,874,324 9,197,305
========= =========
Primary and fully diluted
earnings per share $ .09 $ .08
========== ==========
</TABLE>
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE HOENIG
GROUP INC. MARCH 31, 1997 FORM 10Q AND IS QUALIFIED IN ITS ENTIRETY TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 18,231,496
<RECEIVABLES> 10,688,103
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 0
<INSTRUMENTS-OWNED> 17,652,036
<PP&E> 2,185,454
<TOTAL-ASSETS> 55,109,605
<SHORT-TERM> 0
<PAYABLES> 6,119,768
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 0
<LONG-TERM> 0
0
0
<COMMON> 107,634
<OTHER-SE> 38,636,824
<TOTAL-LIABILITY-AND-EQUITY> 55,109,605
<TRADING-REVENUE> 0
<INTEREST-DIVIDENDS> 443,788
<COMMISSIONS> 16,223,796
<INVESTMENT-BANKING-REVENUES> 0
<FEE-REVENUE> 1,518,786
<INTEREST-EXPENSE> 0
<COMPENSATION> 4,598,481
<INCOME-PRETAX> 1,458,608
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 873,755
<EPS-PRIMARY> 0.09
<EPS-DILUTED> 0.09
</TABLE>
