U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to __________
Commission File Number 0-23410
M. H. MEYERSON & CO., INC.
(Name of Small Business Issuer in its charter)
NEW JERSEY 13-1924455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
525 Washington Blvd., Jersey City, New Jersey 07310
(Address of principal executive offices) (Zip Code)
(201) 459-9500
(Issuer's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 .
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
5,030,335
<PAGE>
M. H. Meyerson & Co., Inc.
Index
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance sheets, April 30, 1997 and 1996 . . . . . . .1
Statements of operations, three
months ended April 30, 1997 and 1996 . . . . . .2
Statement of changes in stockholders' equity
three months ended April 30, 1997 . . . . . . . .3
Statement of cash flows, three months ended
April 30, 1997 and 1996 . . . . . . . . . . . .4
Notes to financial statements . . . . . . . . . . . . .5
Item 2. Management's Discussion and Analysis . . . .6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . .8
<PAGE>
<TABLE>
M. H. Meyerson & Co., Inc.
Balance Sheets
(Unaudited)
<CAPTION>
April 30, April 30,
1997 1996
<S> <C> <C>
CURRENT ASSETS
Due from clearing brokers - available
for immediate withdrawal $ 2,717,729 $ 13,650,018
Cash at banks and on hand 1,115,084 983,900
Securities-trading-long at market 13,254,213 8,494,572
Other current assets 2,459,846 552,047
TOTAL CURRENT ASSETS 19,546,872 23,860,627
Investments 674,614 494,759
Fixed Assets net of accumulated
depreciation 1,831,302 582,737
TOTAL ASSETS $ 22,053,788 $ 24,758,123
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Securities-trading-short at market $ 3,540,863 $ 6,274,081
Payable to clearing brokers 387,500 0
Sales commission payable 3,223,642 4,821,916
Other liabilities and accrued items 1,794,602 965,518
TOTAL CURRENT LIABILITIES 8,946,607 12,061,515
STOCKHOLDERS' EQUITY
Common stock 50,303 49,833
Additional paid-in-capital 7,790,427 7,743,897
Loans to officers for purchase of
Company Stock 0 (47,500)
Retained earnings 5,266,451 4,950,378
TOTAL STOCKHOLDERS' EQUITY 13,107,181 12,696,608
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 22,053,788 $ 24,758,123
See notes to financial statements
</TABLE>
<PAGE>
M. H. Meyerson & Co., Inc.
<TABLE>
Condensed Statements of Operations
Three Months Ended April 30,
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
REVENUE
Trading profit $ 3,314,576 $ 8,777,143
Commission 657,951 567,597
Underwriting 159,900 1,071,420
Interest and other 38,671 (41,386)
TOTAL REVENUE 4,171,098 10,374,774
EXPENSES
Clearing charges 1,435,348 1,373,213
Salesmens' draw &
commissions 438,324 3,928,485
Other personnel costs 1,441,669 1,653,665
Rent and office 1,072,172 1,061,661
Legal & Professional 195,513 221,093
Interest Expense 0 0
Other Expenses 998,686 1,048,492
TOTAL EXPENSES 5,581,722 9,286,609
Income before taxes (1,410,624) 1,088,165
Income taxes (538,205) 456,695
Net income $ (872,419) $ 631,470
Earnings/common share $ (0.17) $ 0.12
Weighted average number
of shares 5,008,324 5,289,935
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
M. H. Meyerson & Co., Inc.
Statement of Changes in Shareholders' Equity
(Unaudited)
Three Months ended April 30, 1997
<CAPTION>
COMMON
STOCK ADDITIONAL
$0.01 PAR PAID-IN RETAINED
VALUE CAPITAL EARNINGS
<S> <C> <C> <C>
SHAREHOLDERS' EQUITY
FEBRUARY 1, 1997 $49,933 $7,753,797 $6,138,870
Net income for period (872,419)
Options exercised 370 36,630
SHAREHOLDERS' EQUITY
APRIL 30, 1997 $50,303 $7,790,427 $5,266,451
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
M. H. Meyerson & Co., Inc.
Statement of Cash Flows
(Unaudited)
Three Months ended April 30,
<CAPTION>
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ (872,419) $ 631,470
Adjustments to reconcile net income to net
cash provided by(used in) operating activites
Depreciation 90,998 144,087
Changes in assets and liabilities
(Increase)decrease in:
Receivable from clearing brokers 302,218 (5,317,432)
Securities owned 281,831 273,253
Other current assets (957,510) (108,174)
Increase(decrease) in:
Securities sold, but not yet purchased 47,150 3,403,864
Payable to clearing brokers 387,500 0
Sales commission payable (1,447,897) 1,225,563
Other liabilities and accrued items 200,154 77,241
Net cash provided by (used in)
operating activities (1,967,975) 359,872
CASH FLOWS FROM INVESTING ACTIVITIES
Investments 1,023,470 (164,538)
Fixed assets (161,712) (39,941)
Net cash provided by (used in)
investing activities 861,758 (204,479)
CASH FLOWS FROM FINANCING ACTIVITIES
Options exercised 37,000 0
Loans to officers repayment 0 10,000
Net cash provided by (used in)
financing activities 37,000 10,000
NET INCREASE(DECREASE) IN CASH (1,069,217) 165,393
Cash, beginning of period 2,184,301 818,597
Cash, end of period $ 1,115,084 $ 983,990
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid $ 0 $ 677,300
Interest paid $ 0 $ 0
See notes to financial statements
</TABLE>
<PAGE>
M. H. Meyerson & Co., Inc.
Notes to Financial Statements
(Unaudited)
Note 1. Presentation of Financial Statements
The statements of financial conditions as of April 30, 1997 and 1996, the
statements of operations for the three months ended April 30, 1997 and
1996, the statement of changes in stockholders' equity for the three month
period ended April 30, 1997, and the statement of cash flows for the three
months ended April 30, 1997 and 1996 have been prepared by the Company
without audit. In the opinion of management, all adjustments and accruals
(which include only normal recurring items) necessary to present fairly the
financial positions, results of operations, and cash flows at April 30, 1997
and 1996 have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
financial statements be read in conjunction with the financial statements and
notes to financial statements included in the Company's January 31, 1997
Annual Report to Shareholders. The results of the periods ended April 30,
1997 and 1996 are not necessarily indicative of the operating results for the
full year.
Note 2. Earnings Per Common Share
Earnings per common share is calculated using the weighted average number of
common shares outstanding during the period. Shares issuable upon the
exercise of stock options and warrants, that are dilutive, have been
included in the computation of earnings per share based on the modified
treasury stock method.
<PAGE>
M. H. Meyerson & Co., Inc.
Item 2. Management's Discussion and Analysis
General
The following discussion of the Company's financial condition
and results of operations should be read in conjunction with the
Financial Statements and Notes thereto appearing elsewhere in this Quarterly
Report on Form 10-QSB.
Results of Operations
The following table sets forth for the periods indicated the
percentage of total revenue represented by certain line items in
the Company's Statement of Operations:
PERCENT OF TOTAL REVENUES
Quarter Ended April 30,
1997 1996
Net gain on securities transactions . . . . 79.5 84.6
Commissions . . . . . . . . . . . . . . . . 15.8 5.5
Underwriting. . . . . . . . . . . . . . . . 3.8 10.3
Interest and other. . . . . . . . . . . . . 0.9 (0.4)
TOTAL . . . . . . . . . . . . . . . . 100.0 100.0
Clearing charges. . . . . . . . . . . . . . 34.4 13.2
Compensation and benefits . . . . . . . . . 45.1 53.8
Rent and office . . . . . . . . . . . . . . 25.7 10.2
Professional fees . . . . . . . . . . . . . 4.7 2.1
Interest and other operating expenses . . . 23.9 10.2
TOTAL EXPENSES . . . . . . . . . . . . 133.8 89.5
INCOME(LOSS) BEFORE INCOME TAXES . . . (33.8) 10.5
PROVISION FOR TAX EXPENSE(BENEFIT) . . (12.9) 4.4
NET INCOME(LOSS) . . . . . . . . . . . (20.9) 6.1
Calculation of Earnings Per Share
The calculation of earnings per share on the financial statements
included in this report are based on the weighted average number of shares
outstanding, as calculated.
Quarter Ended April 30, 1997 compared with Quarter Ended April 30, 1996
Total revenues for the quarter ended April 30, 1997 were $4,171,098, a
59.8% decrease from the $10,374,774 reported for the quarter ended April 30,
1996. This decrease is attributable mainly to a decrease in trading volume
and profitablility, mainly due to unstable and volatile markets, and a
decrease in underwriting activity. Retail services revenue was up, increasing
15.9% from $567,597 to 657,951.
Clearing charges increased from $1,373,213 to $1,435,348, a change of 4.5%.
Compensation and benefits decreased from $5,582,150 to $1,879,993,
representing a decrease of 66.3%. This corresponds to the decrease in revenue.
Legal and professional fees decreased from $212,093 to $195,513, a change
of 11.6%, due mainly to last year's expenses related to our move into our
new facilities.
Viability of Operating Results
The Company, like other securities firms, is directly affected by
general economic conditions and market conditions, including fluctuations
in volume and price levels of securities, changes in levels of interest rates
and demand for the Company's investment banking services. All of these
factors have an impact on the Company's net gain from securities transactions,
underwriting, and commission revenues. In periods of reduced market activity,
profitability is adversely affected because certain expenses, consisting
primarily of non-officer compensation and benefits, communications and
occupancy and equipment remain relatively fixed.
Liquidity and Capital Resources
The Company's statements of financial position reflect a liquid financial
position as cash and assets readily convertible to cash represent 84% and 93%
of total assets at April 30, 1997 and April 30, 1996 respectively.
The Company finances its operations primarily with existing capital, and
funds generated from operations. The Company believes that existing capital
and cash flow from operations will be sufficient to meet its cash requirements.
<PAGE>
M. H. Meyerson & Co., Inc.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Index of Exhibits as required by Item 601 of Regulation S-B.
Exhibit Number Description of Exhibit
11 Calculation of Earnings per
Share of the Company pg. 9
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Company during
the quarter ended April 30, 1997.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
M. H. MEYERSON & CO., INC.
(registrant)
Date: Jun. 3, 1997 By: /s/ Michael Silvestri
Michael Silvestri
President and Chief
Operating Officer
Date: Jun. 3, 1997 By: /s/ Eugene M. Whitehouse
Eugene M. Whitehouse
Vice President and
Controller
M. H. Meyerson & Co., Inc.
Exhibit 11
Statement of Earnings Per Share
The earnings per share during the periods presented were calculated as follows:
Three months ended April 30, 1997
Shares outstanding during the three months ended April 30, 1997:
4,993,335 shares from 2/1/97 to 2/12/97 12 days 59,920,020
4,995,335 shares from 2/13/97 to 2/27/97 15 days 74,930,025
5,000,335 shares from 2/28/97 to 4/1/97 33 days 165,011,055
5,030,335 shares from 4/2/97 to 4/30/97 29 days 145,879,715
89 days 445,740,815
445,740,815 / 89 days = 5,008,324 weigted average shares outstanding.
Calculation of equivalent shares would be anti-dilutive.
Three months ended April 30, 1996
Shares outstanding during the three months ended April 30, 1996 4,983,335
Equivalent shares using the modified treasury stock method
Shares assumed sold: 265,500 1.00 $ 265,500
205,000 1.10 225,500
200,000 2.1875 437,500
50,000 2.25 112,500
50,000 2.375 118,750
Shares assumed purchased:
(463,900) 2.50 (1,159,750)
Total: 306,600 0
Total weighted average outstanding shares: 5,289,935
Net income - three months ended April 30, 1996 = $631,470
$631,470 / 5,289,935 = $0.12 earnings per share
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
This schedule contains summary financial information extracted from SEC
Form 10-QSB and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> APR-30-1997
<CASH> 1115084
<RECEIVABLES> 2717729
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 0
<INSTRUMENTS-OWNED> 13254213
<PP&E> 1831302
<TOTAL-ASSETS> 22053788
<SHORT-TERM> 0
<PAYABLES> 5405744
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 3540863
<LONG-TERM> 0
0
0
<COMMON> 50303
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 22053788
<TRADING-REVENUE> 3314576
<INTEREST-DIVIDENDS> 0
<COMMISSIONS> 657951
<INVESTMENT-BANKING-REVENUES> 159900
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 0
<COMPENSATION> 1879993
<INCOME-PRETAX> (1410624)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (872419)
<EPS-PRIMARY> (.17)
<EPS-DILUTED> (.17)
</TABLE>
