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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to ___________
Commission file number 0-23410
M. H. MEYERSON & CO., INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 13-1924455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Newport Tower, 525 Washington Blvd., Jersey City New Jersey 07310
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 459-9500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
At March 31, 2000 6,527,815 shares of Common Stock, $0.01 par value, of
the registrant (the "Common Stock") were outstanding. The aggregate market value
of the Common Stock held by non-affiliates of the registrant was $27,084,340
based on the closing price of $6.0625 per share on March 31, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Certain statements set forth in the Company's Annual Report on Form 10-K for the
year ended January 31, 2000 constitute forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and are
subject to the safe harbor created by such section. Certain factors that could
cause results to differ materially from those described in the forward looking
statements are described in Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operation - Viability of Operating Results
and elsewhere as appropriate. This Annual Report on Form 10-K, including the
Statements of Financial Condition and the notes thereto, should be read in its
entirety for a complete understanding.
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PART I
Item 1. Business.
General
Our Company, founded in 1960, is a registered securities broker-dealer and
member of the NASD. We are a full service financial and investment banking firm
which we regard as organized, for functional purposes, in 8 operational
divisions:
1. Wholesale Trading and Market Making - Here we engage in buying and
selling securities on behalf of our own trading accounts, usually
with other dealers on the other side of a transaction. In market
making transactions, we stand ready to buy or sell a particular
security at a price quoted by us. As of April 1, 2000, we were
market makers in approximately 3,100 securities. We are a
significant market maker in NASDAQ and bulletin board securities;
these trading activities have historically accounted for the largest
part of our revenues.
We employ 50 securities traders and 32 assistant traders in this
division. We incentivize our traders by structuring their
compensation to accord them with a sliding scale percentage of
trading profits or losses from their trading accounts, after
deduction of general expenses. Our management and compliance
personnel supervise these trading activities and require the
maintenance of reserves and trading position limits by these
personnel so as to attempt to mitigate trading losses. In so doing,
we are in rigorous compliance with NASDAQ and other regulatory
requirements as well as the traditional standards of commercial
honor in conducting the brokerage business.
Our trading activities have substantially increased with the
addition of several automated trading systems such as REDI,
Instinet, ACT, Selectnet, BNET, and the automated ticketless Brass
trading program. The Brass system, which, in effect, makes trading
"paperless", enhances the ability of traders to focus on market
conditions by eliminating the prior administrative burden incumbent
in trading. The Selectnet and Instinet networks link the Company
with trading partners throughout the United States, including other
brokerage firms, block trading desks and specialists on the regional
exchanges. These systems provide us with access to every major
securities exchange on a worldwide basis. We also employ the Autex
electronic volume monitoring system. Through Autex, we can determine
the percentage of our relative trading volume in a specific
security.
2. Correspondent Services - We provide execution services, primarily to
retail service firms and other customers, who wish to use our
expertise to enable them to purchase or sell securities on behalf of
their retail customers. Among our clients are large retail firms,
discount securities brokers, banks and financial institutions. We
provide almost instant execution of customer orders for these
clients at very competitive costs.
3. Retail Securities Services - We have approximately 14,500 retail
customer accounts which we service through 51 licensed registered
representatives, of whom 18 also hold higher licenses as registered
securities principals. Our clients consist of individuals and
institutions, many of whom are sophisticated securities investors
and who have maintained their accounts with us for a lengthy period
of time. Our retail customer accounts are carried on a "fully
disclosed " basis by Bear, Stearns Securities Corp., members of the
New York and other principal stock exchanges, pursuant to a clearing
agreement. This agreement provides that customer securities
positions and credit balances held at Bear, Stearns Securities Corp.
are insured for an unlimited amount; this includes $500,000 coverage
by Securities Investors Protection Corp, which maintains $100,000
coverage of cash balances.
4. Institutional Sales - Our institutional sales division maintains
accounts with hundreds of investment and mutual funds, foreign and
domestic banks, investment trusts and other institutional investment
vehicles. These institutional clients are serviced by six of our
sales, investment and research staff.
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5. Investment Banking - We have long focused our efforts in the
investment banking sector, where we assist small growing companies
in the structure and planning of their business activities and their
capital-raising plans. Our 10 investment banking professionals bring
vast experience to the evaluation of developmental and growth
companies who, in our judgment, have the potential, through
business, management, proprietary assets and other factors, to
become successful public enterprises. Among our activities in this
field, we assist early capital formation by way of private
placements of equity securities, and assist more mature enterprises
in the structuring of public offerings. We bring value to these
clients by assisting their business plans, growth strategies, and
expansion potential while also identifying and advising them as to
strategic alliances, mergers, acquisitions and divestitures.
Since 1990, we have managed or co-managed 30 initial public
offerings and secondary offerings and acted as placement agent for
over 20 private placements of securities, thereby raising for our
clients more than $460,000,000.00 for their capital formation
activities. We favor small companies in fields offering rapid
potential growth, such as computer software, electronic commerce,
medical products and pharmaceuticals.
Our investment banking division also prepares and disseminates
research reports on publicly traded companies which we believe
present special opportunities for purchase and investment by our
clients and others.
6. Fixed Income - Since 1997, we acted as manager or co-manager for
various offerings of municipal bonds raising approximately
$140,000,000 for state and local entities. We also acted as
participants in selling groups, which increases our ability to offer
this type of investment to our clients. Our fixed income department,
comprised of 13 professionals, also advises clients on investments
in municipal, government and corporate bonds.
7. Syndicate - These activities have resulted in our being included in
approximately 197 equity underwritings since 1990. These are in
addition to equity offerings we have managed as underwriter or
co-underwriter in that time period. By virtue of participating in
these syndicates and underwriting activities, we are able to offer
our institutional and retail clients the ability to participate in
these placements of what we view as highly attractive offerings.
8. Emeyerson.com Electronic Trading Subsidiary - Emeyerson.com Inc.
("EMEY") was formed in January 1999 for the purpose of instituting
business as an on-line Internet brokerage company, providing (i)
retail brokerage, live market data, other investment information and
related services for its customers and (ii) Internet-based
Business-to-Business financial products and solutions to other U.S.
and international banks, securities brokerage firms and other
financial institutions, including private labeled turnkey trading
systems.
On January 19, 2000, EMEY's application for membership with the
National Association of Securities Dealers, Inc. ("NASD") was
granted and EMEY is in the process of obtaining, or processing
applications to obtain, licensing approval of the appropriate
regulatory bodies of substantially all the states. To further
prepare for the commencement of conduct of its retail brokerage
business, which is anticipated during spring 2000, EMEY has also:
(a) entered into a clearing agreement with Investec Ernst & Company
("Investec Ernst"); and (b) entered into a license agreement with
TradinGear.com Inc. ("TradinGear"), whereby EMEY has the right to
utilize the TradinGear electronic order input system as well as to
have the exclusive license to sell and/or license this on a
co-branded basis to others. EMEY has also firmed up strategic
alliances with these other entities by allowing Investec Ernst and
TradinGear to each acquire approximately 10% of the outstanding
shares of EMEY, while itself acquiring approximately 50% of the
outstanding shares of TradinGear.
As of January 31, 2000, EMEY has raised approximately $950,000 and
since then an additional approximately $4,000,000 by private
placements of its securities. We presently own approximately 53% of
EMEY's capital stock.
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Corporate Strategy
As we enter our 41st anniversary year of investment banking, our goal and
strategy is to maintain our historic strengths in market making, investment
banking and capital formation activities while expanding our product base and
capabilities, on a well planned and controlled scale. We plan to do this by:
o Utilizing the latest electronic trading and information technology. We
have increased our trading and access to markets and information to meet
the new trading rules. We have, among other thing, linked a number of
automated trading systems to our arsenal, such as Selectnet, Redi,
Instinet and other electronic communications networks, and the automated
ticketless Brass trading program. The Brass system, which, in effect,
makes trading "paperless", enhances the ability of our traders to focus on
market conditions by eliminating the prior administrative burden incumbent
in trading. The Selectnet, Redi and Instinet networks link us with trading
partners throughout the United States, including other brokerage firms,
block trading desks and specialists on the regional exchanges. These
systems provide us with access into every major securities exchange on a
worldwide basis. We also employ the Autex electronic volume monitoring
system, which permits us to determine our overall volume of trading as
well as our relative trading volume in a specific security. During
Calendar 1999, Autex reported that we ranked 15th in total market making
volume in NASDAQ and bulletin board securities.
o Our electronic commerce and Internet investment banking activities are
being expanded to cover:
1. Raising private placement or other funding for small but dynamically
expanding electronic commerce entities, while sometimes investing in
these operations to secure a minority position in the shareholdings
for our firm.
2. Analyzing the needs of clients involved in these fields so that we
may advise them in acquiring other operations or expanding their
domain sites and activities to encompass other related businesses,
which utilize the same basic technology and skills. In this regard,
we are helping finance and advise an electronic auction site, an
Internet service provider and similar enterprises.
o Strategic Alliances with Other Institutions - Since we view the securities
industry and financial industries in general as involved in a vast
expansionist phase - both horizontally by taking on a variety of banking,
financial and securities products - and vertically by linking up European,
Far Eastern and American firms - we intend to explore these possibilities
for ourselves as well. We will do this so that:
1. We are able to offer our retail and institutional clients a wider
variety of products;
2. We gain access to other products and overseas markets for our
customers;
3. We are able to make available to overseas parties the ability to
gain access to U.S. securities markets and financial products.
In this way, we seek to add value for our stockholders, provide greater
services for our clients, and participate in the product and global
expansionist surge of securities and financial firms. The movement to
greater communications resources and electronic commerce, through the
Internet and otherwise, has accelerated these trends. We intend to
participate, but only after carefully examining the risks and potential
rewards involved so that we are not exposing ourselves to significantly
greater financial risk in the implementation of our strategic plans. We
also will move forward only if we are able to assure ourselves and our
clients of being able to continue to provide at least the same
personalized and professional servicing of their financial needs and
accounts that we have historically provided to them.
Operations
We do not hold client funds or securities and do not directly process back
office operations. We clear most transactions for our institutional clients and
all transactions for our own proprietary trading accounts, with Spear, Leeds &
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Kellogg, Inc., members of the New York Stock Exchange and other principal stock
exchanges. We clear all transactions for our retail customers with Bear Stearns
Securities Corp., a firm which clears for more brokers than any other national
entity. All clearing activities are carried on a fully disclosed basis with our
customers. These clearing services are furnished to us and our clients for a fee
and include billing, custody of securities, credit review (including for margin
accounts) and similar activities. However, if our customers do not pay or
deliver securities for a trade or if they do not properly maintain their credit
balances on "margin" accounts, and there is a loss for which we cannot collect
from our customer, we are generally liable for such losses. We maintain our back
office and compliance divisions to supervise our activities generally and to
ensure financial and regulatory compliance with applicable rules.
Vendors
We employ a multitude of third party vendors which supply us with
information services and software, including stock quotations, stock trading
charts, news and financial data. We have alternate sources for these services
and, accordingly, do not consider ourselves dependent on any one or more of
these suppliers.
Competition
The securities industry is very competitive and, with technical
innovation, is becoming even more so. Accordingly, we seek to compete, based
upon our traditional strengths built up over a forty year period of time of:
o quality
o efficiency
o price
o reliability of our trading abilities
o our reputation in the markets and with other market professionals
o relationships with our institutional and retail clients
o our skilled and experienced management team
o research data
We also utilize what we consider the best and most reliable of technological
advances in order to compete and maintain the quality of services provided. We
are competing with a galaxy of large and small brokerage firms which utilize
both traditional methods and electronic commerce to transact their business.
We encounter intense competition in all aspects of the securities business
and compete directly with other securities firms, a significant number of which
have substantially greater capital and other resources. Many of these
competitors now offer a wider range of financial services although our strategy
is to bridge this gap by broadening our product line. In addition to competition
from firms currently in the securities business there has recently been
increasing competition from other sources such as commercial banks and insurance
companies offering financial services. We believe that the principal competitive
factors in the securities industry are the quality and ability of professional
personnel and relative prices of services and products offered. We and our
competitors also directly solicit potential customers and furnish investment
research publications to investors in an effort to hold and attract existing and
potential clients.
Government Regulation
The securities industry in the United States is subject to extensive
regulation under both federal and state laws. We are registered as a
broker/dealer with the SEC. Much of the regulation of broker/dealers has been
delegated to self-regulated organizations, principally the NASD and national
securities exchanges such as NASDAQ. These self-regulatory organizations adopt
rules (subject to approval by the SEC) that govern the industry and conduct
periodic examinations of our operations. Securities firms are also subject to
regulation by state securities administrators in those states in which they
conduct business.
Regulatory bodies are charged with safeguarding the integrity of the
securities and other financial markets and with protecting the interests of
clients participating in those markets, but not with protecting the interests of
our stockholders. Broker-dealers are subject to regulations covering all aspects
of the securities business, including sales methods, trade practices
5
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among broker-dealers, use and safekeeping of clients' funds and securities,
capital structure, record keeping and the conduct of directors, officers and
employees.
Net Capital Requirements
The SEC, NASD and various other regulatory agencies have rigid rules
requiring the maintenance of specific levels of net capital by securities
brokers, including the SEC's uniform net capital rule which we must comply with.
Net capital is defined as assets minus liabilities plus other allowable credits
and qualifying subordinated borrowings less mandatory deductions that result
from excluding assets that are not readily convertible into cash and from
valuing other assets, such as a firm's positions in securities, on a stringent
basis. Among these deductions are adjustments in the market value of securities
to reflect the possibility of a market decline prior to disposition.
As of January 31, 2000, we were required to maintain minimum net capital,
in accordance with SEC rules, of $1,000,000 and had total net capital of
approximately $14,555,000 or approximately $13,555,000 in excess of our minimum
net capital requirements.
If we fail to maintain the required net capital we may be subject to
suspension or revocation of registration by the SEC and suspension or expulsion
by the NASD and other regulatory bodies. In addition, a change in the net
capital rules, the imposition of new rules, a specific operating loss, or any
unusually large charge against net capital could limit our operations that
require the intensive use of capital and could limit our ability to expand our
business. The net capital rules also could restrict our ability to withdraw
capital, which could limit our ability to pay dividends, repay debt and
repurchase shares of our outstanding stock.
Personnel
As of March 31, 2000, we employed a total of 200 full-time persons, whose
primary roles are: 3 engaged in executive management, 5 accounting, 6
compliance, 18 back office personnel, 5 retail clerical, 52 retail
representatives, 6 institutional/research, 11 investment banking, 81 trading and
13 bonds and fixed income. Our relations with our employees are generally good
and we have no collective bargaining agreements with any labor unions.
Our registered representatives are required to take examinations
administered by the NASD and state authorities in order to be qualified to
transact business. Our success will depend on our ability to hire and retain
additional qualified trading, technical and financial personnel, who are
generally in high demand.
Item 2. Properties.
The Company currently leases approximately 30,000 square feet of space in
an office building known as the Newport Office Tower located at 525 Washington
Blvd., Jersey City, New Jersey. The lease is in effect through July 31, 2011.
Rent charges on this office for the years ended January 31, 2000 and January 31,
1999 were $985,945 and $950,848, respectively.
In addition, the Company also pays maintenance charges for additional
space in Aventura, Florida, under an agreement with Martin H. Meyerson, its
Chairman, who owns the property in question. This space is primarily used for
entertainment and investment banking purposes. The total maintenance charges for
the years ending January 31, 2000 and 1999 were $10,335 and $10,440,
respectively. The Company also pays rent for space in New York City, New York
which is leased in the name of Martin H. Meyerson. This property is also used
primarily for entertainment and investment banking purposes. The total rent paid
on this space for the years ended January 31, 2000 and 1999 were $38,400 and
$35,315, respectively. The maintenance charges paid on the Florida property are
the actual maintenance charges billed each month, and the rent paid on the New
York property is the actual rent specified in the lease between Martin H.
Meyerson and the building's landlord. The Company believes that it is similar to
what would be paid for a comparable property leased on an arm's length basis by
the Company. Neither of these properties is the permanent residence of Martin H.
Meyerson.
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Item 3. Legal Proceedings.
Except as described herein, the Company is not a party to any litigation
which would have a material adverse impact on the Company or its operations. An
action styled as a class action has been initiated against Optomedic Medical
Technologies Ltd. ("Optomedic"), an executive officer of Optomedic and against
the Company in connection with an underwriting in June 1998 of Optomedic
securities by the Company. The action is in a very preliminary stage, and the
time for the Company to respond to the plaintiffs' complaint has not yet
occurred. No class certification application as yet has been made. The Company
believes that plaintiffs have filed a deficient pleading, and intends to file a
motion to dismiss the plaintiffs' complaint.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders of the Company
during the fourth quarter of fiscal 2000.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The Company's Common Stock is traded on the NASDAQ National Market ("NMS")
under the symbol "MHMY". The following sets forth for the fiscal quarters as
indicated the high and low bid closing quotations for the Company's Common Stock
on the NMS from February 1, 1998 through January 31, 2000. Such information
reflects interdealer quotations, without retail mark-up, mark-down or
commissions, and may not necessarily represent actual transactions.
Fiscal Year 1999 High Low
----------------
1st Quarter $ 4.5 $ 1.75
2nd Quarter $ 2.3 $ 1.44
3rd Quarter $ 1.7 $ 0.66
4th Quarter $ 2.5 $ 0.69
Fiscal Year 2000
----------------
1st Quarter $12.38 $ 3.44
2nd Quarter $ 8.5 $ 4.56
3rd Quarter $ 4.5 $ 2.69
4th Quarter $ 5.6 $ 2.75
The number of shareholders of record of the Company's Common Stock on
March 31, 2000 was approximately 50, and the number of beneficial holders of the
Company's Common Stock is estimated by management to be an additional 4,000
holders.
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Item 6. Selected Financial Data.
The historical selected financial data set forth below for the three years
ended January 31, 2000 are derived from the Company's Financial Statements
included elsewhere in this Annual Report on Form 10-K and should be read in
conjunction with those financial statements and notes thereto. Those financial
statements have been audited by Vincent R. Vassallo, independent certified
public accounts, whose report with respect thereto appears elsewhere in this
report.
<TABLE>
<CAPTION>
January 31,
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Assets $36,361,522 $21,577,799 $24,526,907 $23,702,300 $19,379,985
Liabilities 12,948,157 7,021,214 10,249,271 9,759,700 7,324,848
Subordinated Loan 2,000,000 2,000,000 2,000,000 0 0
Minority Interest in Subsidiary 680,852 0 0 0 0
Shareholders' Equity 20,732,513 12,556,585 12,277,636 13,942,600 12,055,137
<CAPTION>
Statement of Operations Data:
Year Ended January 31,
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues
Net gain on securities transactions $ 57,690,503 $ 28,784,099 $ 20,637,323 $ 34,214,505 $ 21,088,570
Underwriting 1,621,399 2,966,120 3,254,395 4,811,399 1,262,448
Commissions 1,992,818 1,728,938 2,025,672 2,396,754 2,263,490
Interest and other revenue 816,820 400,665 1,540,174 463,937 330,613
------------ ------------ ------------ ------------ ------------
Total Revenues 62,121,540 33,879,822 27,457,564 41,886,595 24,945,121
------------ ------------ ------------ ------------ ------------
Expenses
Compensation and benefits 27,181,296 16,451,594 14,383,715 22,226,110 13,466,583
Clearance charges 18,620,819 7,328,909 6,233,720 6,467,259 4,536,060
Communications 4,616,220 3,544,838 3,411,166 3,260,963 2,244,565
Professional fees 1,276,145 916,005 973,902 1,416,519 537,443
Occupancy and equipment costs 1,034,680 996,603 954,071 461,874 630,145
Other operating expenses 4,446,301 4,185,103 4,180,770 4,788,042 2,390,849
------------ ------------ ------------ ------------ ------------
Total Expenses 57,175,461 33,423,052 30,137,344 38,620,767 23,805,645
------------ ------------ ------------ ------------ ------------
Income (Loss) Before Taxes 4,946,079 456,770 (2,679,780) 3,265,828 1,139,476
Minority Interest 100,920 0 0 0 0
Provision For Income Taxes 2,003,377 220,321 (960,316) 1,445,865 464,689
------------ ------------ ------------ ------------ ------------
Net Income $ 3,043,622 $ 236,449 ($ 1,719,464) $ 1,819,963 $ 674,787
============ ============ ============ ============ ============
</TABLE>
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
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 Annual Report on Form 10-K.
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:
<TABLE>
<CAPTION>
Percent of Total Revenues
Year Ended January 31,
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Net gain on securities transactions 93 85 75
Underwriting 3 9 12
Commissions 3 5 7
Interest and other 1 1 6
---- ---- ----
100 100 100
---- ---- ----
Compensation and benefits 44 49 52
Clearance charges 30 22 23
Communications 7 10 12
Professional fees 2 3 4
Occupancy and equipment costs 2 3 4
Other operating expenses 7 12 15
---- ---- ----
Total expenses 92 99 110
---- ---- ----
Income before income taxes 8 1 (10)
Minority interest * 0 0
Provision for income taxes 3 * (4)
---- ---- ----
Net income 5 1 (6)
==== ==== ====
</TABLE>
* represents amount less than 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.
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Fiscal Year 2000 Compared with Fiscal Year 1999
Total revenues in fiscal year 2000 increased to $62,121,540 from
$33,879,822, or 83.4%. This is attributable mainly to the 100.4% increase in
trading revenue, offset by the decrease in underwriting revenue. The increase in
trading revenue is due to increases in trading volume over last fiscal year.
Compensation and benefits increased from $16,451,594 to $27,181,296, a
change of 65.2% This was caused by the increase in revenue.
Clearing charges increased from $7,328,909 to $18,620,819, also due to the
large increase in volume over last year.
Communications expense increased by 30.2%, from $3,544,838 to $4,616,220.
Other operating expenses, comprising professional fees, research fees,
occupancy, and various other operating costs increased from $6,097,711 to
$6,757,126.
Fiscal Year 1999 Compared with Fiscal Year 1998
Total revenues in fiscal year 1999 increased to $33,879,822 from
$27,457,564, or 23.4%. This is attributable mainly to the 39.5% increase in
trading revenue, offset by decreases in underwriting, commissions, and interest
and other revenue of 8.9%, 14.6%, and 74.0% respectively.
Management believes that the increase in trading revenue is due to a
significant increase in volume, credited in large part to the explosion in
Internet trading activity.
Compensation and benefits increased from $14,383,715 to $16,451,594, a
change of 14.4%. This resulted from increased commissions and draws, due to the
increase in revenues.
Clearing charges increased from $6,233,720 to $7,328,909, also due to
increased volume, a change of 17.6%.
Communications charges increased by 3.9%, from $3,411,166 to $3,544,838.
Other operating expenses, comprising professional fees, research fees,
occupancy, and various other operating costs decreased from $6,108,743 to
$6,097,711.
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 can be
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 83% and 87% of
total assets at January 31, 2000 and January 31, 1999, 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.
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Year 2000 Issues
We have not been materially adversely affected by any failures or
interruptions in service resulting from the inability of our computing systems
or any third-party's systems to recognize the year 2000.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Our market making activities expose us to significant risks, including but
not limited to changes in price and/or liquidity of our trading positions. We
use an automated trading system to provide management with a real-time overview
of our traders' activity, positions, and profitability. Each trader's total
positions are limited by management, based partially on the amount of the
trader's funds held in reserve at the Company, which helps to limit the
Company's risks. The automated trading system also alerts management to any
trades which exceed certain parameters as to position or trade size during the
day.
In the course of our business, we maintain inventory, consisting mainly of
OTC securities and municipal bonds. The market value of our inventory at January
31, 2000 was $15.5 million in long positions and $3.2 million in short
positions. The loss to the Company, assuming a 10% decline in prices, would be
$1.23 due to the losses on the long positions being partially offset by gains on
the short positions.
We invest, from time to time, in certificates of deposit and/or maintain
interest bearing balances in our accounts with our clearing brokers, for working
capital purposes, which are classified as cash equivalents and receivables from
clearing brokers, respectively, in the Statement of Financial Condition. These
balances are all available for immediate withdrawal, or are for periods of 31
days or less, and do not present a material market risk. The Company does not
normally trade or carry positions in derivative securities.
Item 8. Financial Statements.
INDEX TO FINANCIAL STATEMENTS
Page
----
Report of Independent Public Accountants .................................. 12
Statements of Financial Condition
at January 31, 2000 and 1999 ......................................... 13
Statements of Operations for the years
ended January 31, 2000, 1999 and 1998................................. 14
Statements of Shareholders' Equity for the years
ended January 31, 2000, 1999 and 1998 ................................ 15
Statements of Cash Flows for the years
ended January 31, 2000, 1999 and 1998 ................................ 16
Notes to Financial Statements............................................... 17
11
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Shareholders
M. H. Meyerson & Co., Inc.
We have audited the accompanying consolidated statement of financial
condition of M. H. Meyerson & Co., Inc. and subsidiary as of January 31, 2000
and the accompanying statement of financial condition of M. H. Meyerson & Co.,
Inc. as of January 31, 1999, and the related statements of operations, changes
in shareholders' equity and cash flows for the year ended January 31, 2000 and
the related statements of operations, changes in shareholders' equity and cash
flows for each of the years ended January 31, 1999 and 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of M. H. Meyerson & Co., Inc.
and subsidiary as of January 31, 2000 and M. H. Meyerson & Co., Inc. as of
January 31, 1999 and the results of their operations and cash flows for each of
the three years in the period ended January 31, 2000 in conformity with
generally accepted accounting principles.
/s/ VINCENT R. VASSALLO, CPA
Sea Cliff, New York
March 30, 1999
12
<PAGE>
M. H. MEYERSON & CO., INC.
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
YEARS ENDED JANUARY 31,
<TABLE>
<CAPTION>
ASSETS 2000 1999
------ ----------- -----------
<S> <C> <C>
Cash and cash equivalents $ 6,674,095 $ 2,454,100
Receivable from clearing brokers (Note 3) 9,299,226 5,605,947
Securities owned - at market value (Notes 2 and 3) 14,314,130 10,641,496
Investments - not readily marketable (Note 2) 2,505,848 710,171
Property and equipment, net (Notes 2 and 3) 1,116,427 1,479,044
Other assets 2,451,796 687,041
----------- -----------
TOTAL ASSETS $36,361,522 $21,577,799
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Securities sold, but not yet purchased - at
market value (Notes 2 and 3) $ 3,210,864 $ 1,852,237
Payable to trading representatives 6,900,550 3,967,337
Other liabilities and accrued expenses (Note 3) 2,836,743 1,201,640
----------- -----------
TOTAL LIABILITIES 12,948,157 7,021,214
----------- -----------
COMMITMENTS (Note 6)
MINORITY INTEREST IN SUBSIDIARY 680,852 --
----------- -----------
SUBORDINATED LOAN (Note 7) 2,000,000 2,000,000
----------- -----------
SHAREHOLDERS' EQUITY
Common Stock, $.01 par value, 25,000,000 shares
authorized, 6,507,815 and 5,090,335 shares issued and
6,507,815 and 5,090,335 shares outstanding at
January 31, 2000 and 1999 65,078 50,903
Additional paid-in capital 12,967,958 7,849,827
Retained earnings 7,699,477 4,655,855
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 20,732,513 12,556,585
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $36,361,522 $21,577,799
=========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
13
<PAGE>
M. H. MEYERSON & CO., INC.
CONSOLIDATED STATEMENT OF OPERATIONS
YEARS ENDED JANUARY 31,
<TABLE>
<CAPTION>
REVENUES 2000 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
Net gain on securities transactions $ 57,690,503 $ 28,784,099 $ 20,637,323
Underwriting 1,621,399 2,966,120 3,254,395
Commissions 1,992,818 1,728,938 2,025,672
Interest 538,496 214,384 217,294
Net gain on investments and disposal of assets 278,324 186,281 1,322,880
------------ ------------ ------------
TOTAL REVENUES 62,121,540 33,879,822 27,457,564
------------ ------------ ------------
EXPENSES
Compensation and benefits 27,181,296 16,451,594 14,383,715
Clearance charges 18,620,819 7,328,909 6,233,720
Communications 4,616,220 3,544,838 3,411,166
Professional fees 1,276,145 916,005 973,902
Occupancy and equipment costs (Notes 4 and 6) 1,034,680 996,603 954,071
Other operating expenses 4,446,301 4,185,103 4,180,770
------------ ------------ ------------
TOTAL EXPENSES 57,175,461 33,423,052 30,137,344
------------ ------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES AND
TAX BENEFITS 4,946,079 456,770 (2,679,780)
Provision for income taxes and
(tax benefits) (Notes 2 and 5) 2,003,377 220,321 (960,316)
MINORITY INTEREST 100,920 -- --
------------ ------------ ------------
NET INCOME (LOSS) $ 3,043,622 $ 236,449 $ (1,719,464)
============ ============ ============
BASIC EARNINGS (LOSS) PER SHARE OF
COMMON STOCK (Note 2) $ 0.50 $ 0.05 $ (0.34)
============ ============ ============
DILUTED EARNINGS (LOSS) PER SHARE OF
COMMON STOCK (Note 2) $ 0.46 $ 0.04 $ (0.34)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 6,148,605 5,056,068 5,032,262
============ ============ ============
DILUTED WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 6,650,562 5,543,784 5,032,262
============ ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
14
<PAGE>
M. H. MEYERSON & CO., INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
YEAR ENDED JANUARY 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
COMMON
STOCK ADDITIONAL
$.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
Options exercised 545 53,955
Net (loss) for year (1,719,464)
----------------------------------------------
SHAREHOLDERS' EQUITY
JANUARY 31, 1998 50,478 7,807,752 4,419,406
Options exercised 425 42,075
Net income for year 236,449
----------------------------------------------
SHAREHOLDERS' EQUITY
JANUARY 31, 1999 50,903 7,849,827 4,655,855
Private placement 5,000 2,495,000
Options exercised 9,175 1,244,793
Equity in subsidiary 1,378,338
Net income for year 3,043,622
----------------------------------------------
SHAREHOLDERS' EQUITY
JANUARY 31, 2000 $ 65,078 $12,967,958 $ 7,699,477
==============================================
</TABLE>
The accompanying notes are an integral part of this statement.
15
<PAGE>
M. H. MEYERSON & CO., INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED JANUARY 31,
<TABLE>
<CAPTION>
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,043,622 $ 236,449 $(1,719,463)
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Depreciation 393,440 372,175 373,256
Change in assets and liabilities:
(Increase) decrease in:
Receivable from clearing brokers (3,693,279) (1,499,563) (1,086,437)
Securities owned (3,672,634) 2,897,959 (3,411)
Income taxes receivable -- 759,758 179,808
Other assets (1,764,755) 17,122 (141,393)
Increase (decrease) in:
Securities sold, but not yet
purchased 1,358,627 (1,622,364) (19,112)
Payable to trading representatives 2,933,213 1,211,226 (1,915,428)
Payable to clearing brokers -- (2,868,462) 2,868,462
Other liabilities and accrued
expenses 1,635,103 51,543 (444,351)
----------- ----------- -----------
Net cash provided by (used in)
operating activities 233,337 (444,157) (1,908,069)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments (1,795,677) 1,638,250 (649,337)
Investment in subsidiary 1,378,338 -- --
Purchase of property and equipment (30,823) (215,619) (248,269)
Minority interest in subsidiary 680,852 -- --
----------- ----------- -----------
Net cash provided by (used in)
investing activities 232,690 1,442,631 (897,606)
----------- ----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Subordinated loan -- 2,000,000
Private placement 2,500,000 -- --
Options exercised 1,253,968 42,500 54,500
----------- ----------- -----------
Net cash provided by (used in)
financing activities 3,753,968 42,500 2,054,500
----------- ----------- -----------
NET INCREASE(DECREASE) IN CASH 4,219,995 1,020,974 (751,175)
CASH, BEGINNING OF YEAR 2,454,100 1,433,126 2,184,301
----------- ----------- -----------
CASH, END OF YEAR $ 6,674,095 $ 2,454,100 $ 1,433,126
=========== =========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid $ 1,411,000 $ 170,000 $ --
=========== =========== ===========
Interest paid $ 145,928 $ 157,669 $ 67,556
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
16
<PAGE>
M. H. MEYERSON & CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2000, 1999 AND 1998
1. ORGANIZATION
The company is a registered broker-dealer under the Securities Exchange Act of
1934 which provides securities trading, underwriting, investment banking and
brokerage services for individuals, institutions and corporations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements for the period ended January 31, 2000
include the parent company and its subsidiary , which is in its development
stages and expected to be operational shortly. Balance sheet amounts and income
statement amounts are as of the same date. All significant transactions among
the Company's businesses have been eliminated.
The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Security Transactions
Customers' securities transactions are recorded on a settlement date basis,
which is generally three business days after trade date with related revenues
and expenses recorded on a trade date basis. The Company's securities
transactions are recorded on a trade date basis. Securities traded on a national
securities exchange are valued at the last sales price on January 31, 2000, 1999
and 1998. Securities traded on the over-the-counter market are valued at the bid
price for securities owned and at the ask price for securities sold but not yet
purchased. Unrealized gains and losses on security transactions are reflected in
income.
Underwriting Revenues
Underwriting fees are recorded at the time the underwriting is completed.
Investments - Not Readily Marketable
Investments not readily marketable are valued at estimated fair value as
determined by management. Investments not readily marketable include restricted
securities which cannot be publicly offered or sold unless registration has been
effected under the Securities Act of 1933, as amended (the "Securities Act") or
unless the applicable provisions of Rule 144 of the Securities Act are met.
Property and Equipment
Property and equipment is stated at cost. Office furniture, equipment and
vehicles are depreciated over the estimated useful lives, ranging from 3 to 7
years using accelerated methods. Leasehold improvements are amortized over the
shorter of the remaining life of the lease or the estimated economic life of the
improvements.
Income Taxes
The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
109 "Accounting for Income Taxes". There are no temporary differences between
tax and financial reporting.
17
<PAGE>
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.
3. COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS
Cash and Cash Equivalents
Cash and cash equivalents represent funds on deposit in interest bearing and
non-interest bearing checking accounts and certificates of deposit with a
maturity of thirty days or less.
Receivable and Payables From/To Clearing Brokers
Receivables and payables from/to clearing brokers are from trading activity and
funds deposited and are unsecured. The funds are available for immediate
withdrawal and are drawn upon as needed. Interest is paid on these funds at
fluctuating rates.
Securities Owned
Approximately ninety-two percent of securities owned consist of NASDAQ and
over-the-counter stocks and approximately eight percent consist of fixed income
securities.
Property and Equipment
Property and equipment consists of the following:
January 31,
-----------
2000 1999 1998
--------------------------------------
Office furniture and equipment $1,672,674 $1,641,851 $1,426,232
Leasehold improvements 838,375 838,375 838,375
Vehicles 34,994 34,994 34,994
--------------------------------------
2,546,043 2,515,220 2,299,601
Less accumulated depreciation and
amortization 1,429,616 1,036,176 664,001
--------------------------------------
$1,116,427 $1,479,044 $1,635,600
======================================
Securities Sold, but not yet Purchased
Securities sold but not yet purchased represent obligations of the Company to
deliver the specified securities at some point in the future, thereby creating a
liability to purchase these securities at prevailing market prices in effect at
that time. Approximately ninety-three percent of securities sold, but not yet
purchased consist of NASDAQ and over-the-counter stocks and approximately seven
percent is fixed income securities.
There is a market risk associated with these securities if the security price
increases and the securities have to be purchased at a higher price to cover the
positions. There is no margin requirement for these transactions. The Company
seeks to control the risks associated with these positions by closely monitoring
the market fluctuations of the prices for these securities.
18
<PAGE>
Payable to Trading Representatives
Payable to trading representatives represents commissions earned by market
makers and retail representatives. Market makers are required to maintain a
balance with the Company equivalent to approximately twenty-five percent of
their net trading positions. The remaining balance of commissions is available
for immediate withdrawal.
Other Liabilities and Accrued Expenses
January 31,
-----------
2000 1999 1998
------------------------------------
Accrued salaries, taxes and fringe
benefits $ 274,476 $ 135,981 $ 141,530
Other accrued liabilities 2,562,267 1,065,659 1,008,567
------------------------------------
$2,836,743 $1,201,640 $1,150,097
====================================
4. RELATED PARTY TRANSACTIONS
Transactions with related parties are summarized as follows:
<TABLE>
<CAPTION>
Year ended January 31,
-----------------------------
2000 1999 1998
-----------------------------
<S> <C> <C> <C>
Maintenance charges paid on space owned
by the Company's principal shareholder
(included in rent expense) $10,335 $10,440 $10,440
Rent for space which is leased in the name
of the Company's principal shareholder $38,400 $35,315 $31,310
</TABLE>
19
<PAGE>
5. INCOME TAXES
The provision for income taxes is as follows:
Year ended January 31,
----------------------
2000 1999 1998
-----------------------------------------
Current tax expense(benefit)
Federal $1,669,330 $ 220,321 $ (960,316)
State 334,047 -- --
-----------------------------------------
$2,003,377 $ 220,321 $ (960,316)
=========================================
A reconciliation from the statutory federal income tax rate to the effective tax
rate is as follows:
Year ended January 31,
----------------------
2000 1999 1998
------ ------ ------
U.S. statutory rate 34.0% 34.0% (34.0)%
State taxes, net of federal benefit 6.7 -- --
Other (0.2) 14.2 (1.8)
------ ------ ------
40.5% 48.2% (35.8)%
====== ====== ======
6. COMMITMENTS
Lease Commitments
The Company signed a 15 year lease for new office space, effective August 1,
1996, and added additional space effective March 15, 1997. In addition, the
Company also pays rent for additional space under agreements with its principal
shareholder.
Minimum annual rental and lease commitments for all office space with a
remaining term of one year or more at January 31, 2000 are as follows:
Year ending January 31,
2001 $ 793,040
2002 824,725
2003 856,400
2004 856,400
2005 856,400
Remainder through July 31, 2011 5,750,900
-----------
Net minimum lease payments $ 9,937,865
===========
Rent expense for the years ended January 31, 2000, 1999 and 1998 was $1,034,680,
$996,603 and $954,071, respectively.
20
<PAGE>
Employment Agreements
The Company has employment agreements with Martin H. Meyerson, Chairman and
Chief Executive Officer, and Michael Silvestri, President and Chief Operating
Officer. The agreements provide for base annual compensation of $600,000 and
$200,000 respectively. The agreements were for a three (3) year period from
October, 1993 and were renewed automatically for succeeding periods of one year.
In the event the Company terminates such employee(s) without cause, the employee
shall receive an amount equal to one year's base salary plus accrued benefits
and incentive compensation.
7. SUBORDINATED LOANS
The Company entered into an NASD approved subordinated loan agreement with
Spear, Leeds & Kellogg, dated June 3, 1997 and effective August 1, 1997. The
amount is $2,000,000 and matured on August 31, 1999 but was extended to August
31, 2001. It is subject to monthly interest payments at the rate of half a
percent below the Prime Rate and is unsecured.
8. NET CAPITAL REQUIREMENT
As a registered broker-dealer, the Company is subject to the requirements of
Rule 15c3-1 (the net capital rule) under the Securities Exchange Act of 1934.
The basic concept of the rule is to require the broker-dealer to have at all
times sufficient liquid assets to cover its current indebtedness. Specifically,
the rule prohibits a broker-dealer from permitting its "aggregate indebtedness"
from exceeding fifteen times its net capital as those terms are defined.
The Company's aggregate indebtedness and net capital were $ 9,625,763 and $
14,555,034 on January 31, 2000, $ 5,168,977 and $ 9,444,564 on January 31, 1999
and $ 6,774,670 and $ 6,952,975 on January 31, 1998 respectively.
9. STOCK OPTIONS
The Company established an employee stock option plan administered by the Board
of Directors. Under the plan, options may be granted to employees of the Company
and other qualified individuals up to an aggregate of 3,000,000 shares of Common
Stock. As of January 31, 2000, options to purchase 2,309,000 shares have been
granted under this plan, 2,224,000 of which were exercisable as of January 31,
2000 and the balance will become exercisable at varying times through June 2001.
The outstanding options have exercise prices ranging from $1.10 to $7.8125 per
share. Options to purchase 1,014,480 shares have previously been exercised and
options to purchase 1,294,520 shares are outstanding.
10. STOCK-BASED COMPENSATION
The Company uses the intrinsic value method to account for stock-based employee
compensation plans. Under this method, compensation cost is recognized for stock
option awards only if the quoted market price (or estimated fair market value of
the stock prior to the stock becoming publicly traded) is greater than the
amount the employee must pay to acquire the stock.
The Company has adopted the disclosure-only provisions of SFAS 123. Accordingly,
no compensation cost has been recognized for stock options granted under the
plan. Had compensation cost been determined based on the fair value at the grant
dates for stock option awards consistent with the method of SFAS 123, there
would have been no material effect on the Company's net income and earnings per
share.
The exercise price of each option granted under the plan is determined by the
Company's Board of Directors at the time of grant. The exercise price of
incentive stock options must be at least equal to the fair market value of the
Company's stock on the date of the grant.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
21
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
The executive officers, directors and key employees of the Company are as
follows:
<TABLE>
<CAPTION>
Name Age Position with Company
---- --- ---------------------
<S> <C> <C>
Martin H. Meyerson 69 Chairman, Chief Executive Officer, Chief Financial Officer
and Director
Michael Silvestri 52 President, Chief Operating Officer and Director
Kenneth J. Koock 57 Vice Chairman and Director
Jeffrey E. Meyerson 34 Vice President, Trading, and Director(1)
Eugene M. Whitehouse 41 Senior Vice President, Controller, Secretary, Treasurer and
Director
Bertram Siegel, Esq. 62 Director
Martin Leventhal, CPA 63 Director
Alfred T. Duncan 56 Director
</TABLE>
- ----------
(1) Jeffrey E. Meyerson is the son of Martin H. Meyerson
Biographical Information
Martin H. Meyerson, Chairman, Chief Executive Officer and Chief Financial
Officer
Martin H. Meyerson is the Chairman, Chief Executive Officer, Chief
Financial Officer and a director of the Company and was its President until
1984. Mr. Meyerson was also the President and a director of Bio Recovery
Technology, Inc., a research and development company involved in microbiological
and pollution control products, from 1984 through 1986. He was also the chairman
of the board of Bio Metallics, Inc., also involved in pollution control
products, from 1987 through 1990. Mr. Meyerson graduated from Packard College in
1952, majoring in Business Administration. Since February 1999, he has been
Chairman of the Board of Directors of the Company's EMEY subsidiary.
Michael Silvestri, President, Chief Operating Officer and Director
Michael Silvestri joined the Company in 1978 as Manager and Cashier and
has been President and Chief Operating Officer of the Company since 1984. He has
been actively involved in the securities business for thirty (30) years. His
previous experience at Fahnstock & Company enabled him to expand his operational
expertise in all trading areas. He has established new compliance and accounting
procedures for the Company. Mr. Silvestri received a sociology and business
degree from Brooklyn College in 1974. Mr. Silvestri became a Director in 1993.
Kenneth J. Koock, Vice Chairman and Director
Kenneth Koock has been with the Company since 1977. In 1993, Mr. Koock
became a Director of the Company. Mr. Koock received his B.A. degree from Duke
University in 1963 and a law degree in 1966 from St. John's University. He was
president of Bio Metallics, Inc. from 1987 through 1990 and is a member of the
New York State Bar Association. Since February 1999, he has been Vice-Chairman
of the Board of Directors of EMEY.
22
<PAGE>
Jeffrey E. Meyerson, Vice President, Trading and Director
Jeffrey E. Meyerson has been with the Company since 1987. He became Vice
President of the Trading Department in 1989. He received an Economics/Management
degree from Ithaca College in 1987. Mr. Meyerson became a Director of the
Company in 1993. Since November 1999, he has been President and a director of
EMEY.
Eugene M. Whitehouse, Senior Vice President, Controller, Secretary, Treasurer
and Director
Eugene M. Whitehouse has been associated with the firm since 1983, became
a Vice President and the Company's Controller in 1994, became Senior Vice
President in 2000, became Secretary in 1998, became Treasurer in 1999 and became
a Director in 1996. He received a B.B.A. degree from Pace University in 1982,
and an M.B.A. from St. Peter's College with a concentration in MIS in 1994, and
a concentration in International Business in 1997. Since February 1999, he has
been Chief Financial Officer of EMEY.
Bertram Siegel, Esq., Director
Bertram Siegel became a Director of the Company in 1994. Mr. Siegel is a
partner in the law firm of Siegel and Siegel, and was a member of the Board of
Directors of Bio Metallics, Inc. from 1987 through 1990. He is a member of the
New Jersey and Bergen County Bar Associations, and received his Juris Doctor
degree from Rutgers, the State University of New Jersey in 1963.
Martin Leventhal, CPA, Director
Martin Leventhal graduated from Brooklyn College in 1958 and became a
Certified Public Accountant in 1963. With the exception of time spent in
military service, he has been actively involved in public accounting since his
graduation. In 1971, he founded the firm most recently known as Martin Leventhal
& Company, a CPA firm with approximately 25 employees. In 1997, Martin Leventhal
& Company merged with Weinick, Sanders & Co. to form Weinick, Sanders, Leventhal
& Co., LLP, with approximately 100 employees, of which Mr. Leventhal is the
executive partner. He is a member of the American Institute of Certified Public
Accountants and the New York Society of Certified Public Accountants, for which
he served on numerous committees. He has also held a principal's license in the
securities industry.
Alfred T. Duncan, Director
Alfred T. Duncan has been an independent management consultant since 1992,
specializing in financial management for small growth firms. Prior to 1992, he
held numerous senior positions with Commodore International, Ltd. including
General Manager of Latin America and Eastern Europe (1990-1991) and General
Manager of U. S. operations (1987-1990). He was President and Chief Executive
Officer of Victor Technologies (1986-1987) and has held financial management
positions with A. M. International, Abbott Laboratories, First National Bank of
Chicago, and Ford Motor Company. He is currently Executive Vice President and
Chief Financial Officer of On Site Sourcing Inc. He received an M.B.A. degree
from Harvard University in 1972 and a B.S.C.E. degree from Duke University in
1965.
Section 16(a) Beneficial Ownership Reporting Compliance
During the fiscal year ended January 31, 2000, based upon an examination
of the public filings, all of the Company's officers and directors timely filed
reports on Form 4, except for Martin Leventhal, who inadvertently omitted to
file a Form 4 for the months of July and August 1999.
23
<PAGE>
Item 11. Executive Compensation.
The following table sets forth as of the years ended January 31, 2000,
1999, and 1998 the compensation we paid for services rendered in all capacities
to all executive officers whose cash compensation exceeded $100,000 during these
years:
<TABLE>
<CAPTION>
Long Term
Compensation
------------
Securities
Fiscal Salary Bonus Underlying
Name and Principal Position Year ------ ----- Options/SARS(#)
- --------------------------- ---- ---------------
<S> <C> <C> <C> <C>
Martin H. Meyerson, Chairman .....2000 $ 600,000 $ 200,000 --
1999 512,500 -- --
1998 600,000 -- 15,000
Kenneth J. Koock, Vice Chairman ..2000 1,149,800 --
1999 434,800 -- --
1998 574,800 -- 10,000
Michael Silvestri, President and
Chief Operating Officer ..........2000 200,018 200,000 --
1999 225,018 100,000 115,000
1998 215,018 -- 5,000
</TABLE>
This table does not specify "other compensation" since it is less than 10% of
the total salary and bonus reported for each officer. Mr. Koock does not receive
a base salary. His compensation is based on commissions earned. Mr. Silvestri
earns compensation based on commissions earned in addition to his contracted
salary and incentive amounts.
Option Grants in Last Fiscal Year
No options were granted to the executive officers named in the Summary
Compensation Table during the fiscal year ended January 31, 2000.
24
<PAGE>
Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
The following table contains information concerning (i) option exercises
during the fiscal year ended January 31, 2000 by executive officers named in the
Summary Compensation Table and (ii) the number and value, at January 31, 2000,
of unexercised options held by executive officers named in the Summary
Compensation Table:
<TABLE>
<CAPTION>
This table represents the difference between
the exercise price of the outstanding options
Underlying and the estimated market price of the Common
Unexercised Options Stock on January 31, 2000 of $4.50 per share.
Shares at FY-End(#) Value of Unexercised In-the Money
Acquired on Value (Exercisable Options at FY-End
Name Exercise(#) Realized($) /Unexercisable (Exercisable/Unexercisable)
- ---- ----------- ----------- -------------- ---------------------------
<S> <C> <C> <C> <C>
Martin H. Meyerson -- -- 273,520/0 $756,589/0
Kenneth J. Koock -- -- 275,000/0 $607,500/0
Michael Silvestri 130,000 626,094 -- --
</TABLE>
Executive Compensation Committee Report
Compensation Policies. The principal goal of our compensation program as
administered by the Board of Directors is to help us attract, motivate and
retain the executive talent required to develop and achieve our strategic and
operating goals with a view to maximizing shareholder value. The key elements of
this program and the objectives of each element are as follows:
Base Salary. Base salaries paid to our executive officers are intended to
be competitive with those paid to executives holding comparable positions in the
marketplace. Individual performance and our performance are considered when
setting salaries within the range for each position. Annual reviews are held and
adjustments are made based on attainment of individual goals in a manner
consistent with operating and financial performance.
Bonuses. Annual cash bonuses are intended to motivate performance by
creating the potential to earn annual incentive awards that are contingent upon
personal and business performance. We set goals of revenue and profitability for
each group.
Long Term Incentives. We provide our executive officers with long-term
incentive compensation through grants of stock options our stock option plan.
The grant of stock option aligns the executive's interests with those of our
stockholders by providing the executive with an opportunity to purchase and
maintain an equity interest in our stock and to share in the appreciation of its
value Stock. In fiscal 2000, options to purchase an aggregate of 100,000 shares
of our Common Stock were granted to our executive officers other than the Chief
Executive Officer. Each of these options vested at grant.
25
<PAGE>
CEO's Compensation. As discussed in the Executive Compensation Table, Mr.
Meyerson received a base salary of $600,000 for fiscal 2000 and received a bonus
of $200,000. The factors involved in determining our CEO's compensation are our
revenues and profits, his lengthy experience and business acumen, his
responsibilities, and the efforts exerted by him in performance of his duties.
Reported upon by the Board of Directors:
Martin H. Meyerson Eugene M. Whitehouse
Kenneth J. Koock Bertram Siegel
Michael Silvestri Martin Leventhal
Jeffrey E. Meyerson Alfred T. Duncan
Employment Agreements
We have employment agreements with Martin H. Meyerson and Michael
Silvestri. The agreements provide for base annual compensation of $600,000 and
$200,000 respectively, plus certain incentive compensation. The agreements
expire in October, 2000 and are automatically renewable for periods of one (1)
year. In the event we terminate without cause the employment of either Mr.
Meyerson or Mr. Silvestri (except by causing non-renewal of their employment
agreement), they would receive a severance payment equal to one year's base
salary plus accrued benefits and incentive compensation.
Share Performance Graph
Nasdaq Financial Stocks Nasdaq US Market M.H. Meyerson & Co., Inc.
1/31/95 100.000 100.000 100.000
1/31/96 142.020 141.298 200.000
1/31/97 188.584 185.256 406.250
1/30/98 266.120 218.666 368.750
1/29/99 268.387 342.047 231.250
1/31/00 247.927 524.674 450.000
The above graph shows changes over the past five year period ending January 31,
2000 of $100 invested in: (1) the Nasdaq Stock Market, (2) The Nasdaq Financial
Stocks, and (3) our Common Stock.
26
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information known to Meyerson, as of April
28, 2000, relating to the beneficial ownership of shares of Common Stock by:
each person who is known by the Company to be the beneficial owner of more than
five percent of the outstanding shares of Common Stock; each director; and all
executive officers and directors as a group.
<TABLE>
<CAPTION>
Number of Shares Percent of
Name and Address of Beneficially Shares
Beneficial Owner Owned Beneficially Owned
<S> <C> <C>
Martin H. Meyerson 1,898,190 27.9%
Michael Silvestri 65,000 *
Kenneth J. Koock 362,625 5.3%
Jeffrey E. Meyerson 260,000 3.9%
Eugene M. Whitehouse 100,000 1.5%
Bertram Siegel, Esq 78,000 1.2%
Martin Leventhal, CPA 35,000 *
Alfred T. Duncan 15,000 *
All directors and executive officers as
a group (8 people) 2,813,815 38.6%
</TABLE>
- ----------
* Less than 1%
The number of shares beneficially owned by Martin H. Meyerson includes 273,520
shares of common stock issuable upon exercise of currently exercisable options.
The number of shares beneficially owned by Kenneth J. Koock includes 275,000
shares of common stock issuable upon exercise of currently exercisable options.
The number of shares beneficially owned by Jeffrey E. Meyerson includes 125,000
shares of common stock issuable upon exercise of currently exercisable options.
The number of shares beneficially owned by Eugene M. Whitehouse include 25,000
shares of common stock issuable upon exercise of currently exercisable options.
The number of shares beneficially owned by Bertram Siegal includes 20,000 shares
of common stock issuable upon exercise of currently exercisable options.
The number of shares beneficially owned by Martin Leventhal includes 20,000
shares of common stock issuable upon exercise of currently exercisable options.
27
<PAGE>
The number of shares beneficially owned by Alfred T. Duncan includes 15,000
shares of common stock issuable upon exercise of currently exercisable options.
The number of shares beneficially owned by all of our officers and directors are
a group includes 753,520 shares of common stock issuable upon exercise of
currently exercisable options.
Unless otherwise stated, the business address of each of the named individuals
in this table is c/o M.H. Meyerson & Co., Inc., 525 Washington Boulevard, Jersey
City, New Jersey 07310.
Item 13. Certain Relationships and Related Transactions.
Information regarding relationships and related transactions is disclosed
in the notes to financial statements included in Item 7 of this report.
28
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits:
Exhibit Number Description of Exhibit
- -------------- ----------------------
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
4.1 Common Stock Specimen (1)
4.2 Warrant Specimen (1)
4.3 Unit Specimen (1)
4.4 Warrant Agreement (1)
10.1 Employment Agreement between the
Company and Martin H. Meyerson (1)
10.2 Employment Agreement between the
Company and Michael Silvestri (1)
11 Calculation of Earnings Per Share of the
Company
27 Financial Data Schedule
(1) Incorporated herein by reference from the Registration Statement
number 33-70566 filed by the Company on Form SB-2.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the last quarter of the fiscal
year ended January 31, 2000.
29
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
M. H. MEYERSON & CO., INC.
(Registrant)
By: /s/ Michael Silvestri
-------------------------------------
Michael Silvestri
President and Chief Operating Officer
Date: April 26, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated and on the dates indicated.
Signature Title Date
Chairman, Chief Executive
Officer, Chief Financial
/s/ Martin H. Meyerson Officer and Director April 26, 2000
- ----------------------------
Martin H. Meyerson
President, Chief Operating
/s/ Michael Silvestri Officer and Director April 26, 2000
- ------------------------------
Michael Silvestri
/s/ Kenneth J. Koock Vice Chairman and Director April 26, 2000
- ------------------------------
Kenneth J. Koock
Vice President, Trading,
/s/ Jeffrey E. Meyerson and Director April 26, 2000
- ------------------------------
Jeffrey E. Meyerson
/s/ Eugene M. Whitehouse Senior Vice President,
- -------------------------- Controller, Secretary,
Eugene M. Whitehouse Treasurer and Director April 26, 2000
/s/ Bertram Siegel Director April 26, 2000
- ------------------------------
Bertram Siegel, Esq.
/s/ Martin Leventhal Director April 27, 2000
- ------------------------------
Martin Leventhal, CPA
/s/ Alfred T. Duncan Director April 26, 2000
- ------------------------------
Alfred T. Duncan
30
<PAGE>
EXHIBIT 11
M. H. MEYERSON & CO., INC.
STATEMENT OF EARNINGS PER SHARE
Year ended January 31, 1998
Shares outstanding during the year ended January 31, 1998:
<TABLE>
<S> <C> <C>
4,993,335 shares from February 1 to February 12, 19997 12 days 59,920,020
4,995,335 shares from February 13 to February 24, 1997 12 days 59,944,020
5,000,335 shares from February 25 to April 1, 1997 36 days 180,012,060
5,030,335 shares from April 2 to May 22, 1997 51 days 256,547,085
5,035,335 shares from May 23 to August 13, 1997 83 days 417,932,805
5,042,835 shares from August 14, 1997 to January 12, 1998 152 days 766,510,920
5,047,835 shares from January 13 to January 31, 1998 19 days 95,908,865
-------------------------
365 1,836,775,775
=========================
</TABLE>
1,836,775,775 shares divided by 365 days = 5,032,262 average shares outstanding.
Loss year ended January 31, 1998 = $(1,719,464)
Basic and diluted loss per share = $(1,719,464)/5,032,262 = $(0.34)
Calculation of equivalent shares was not included as it would be anti-dilutive.
31
<PAGE>
M. H. MEYERSON & CO., INC.
STATEMENT OF EARNINGS PER SHARE (CONT.)
Year ended January 31, 1999
Shares outstanding during the year ended January 31, 1999:
<TABLE>
<S> <C> <C>
5,047,835 shares from February 1 to February 25, 1998 25 days 126,195,875
5,055,335 shares from February 26 to January 19, 1999 327 days 1,653,094,545
5,090,335 shares from January 20 to January 31, 1999 13 days 66,174,355
-----------------------------
365 1,845,464,775
=============================
</TABLE>
1,845,464,775 shares divided by 365 days = 5,056,068 average shares outstanding.
Earnings year ended January 31, 1999 = $236,449
Basic earnings per share = $236,449/5,056,068 = $0.05
Equivalent shares using the modified treasury stock method:
Options assumed exercised:
576,000 options, exercise price $1.00 576,000
205,000 options, exercise price 1.10 225,500
725,000 options, exercise price 2.25 1,631,250
200,000 options, exercise price 2.1875 437,500
45,000 options, exercise price 1.96875 88,594
40,000 options, exercise price 1.375 55,000
--------------
1,791,000 3,013,844
- -1,303,284 shares assumed to be purchased (3,013,844)
--------------
487,716 0
==============
Total weighted average outstanding shares:
5,056,068 + 487,716 = 5,543,784.
Earnings year ended January 31, 1999 = $236,449.
Diluted earnings per share = $236,449 / 5,543,784 = $0.04.
32
<PAGE>
M. H. MEYERSON & CO., INC.
STATEMENT OF EARNINGS PER SHARE (CONT.)
Year ended January 31, 2000
Shares outstanding during the year ended January 31, 2000:
<TABLE>
<S> <C> <C>
5,090,335 shares from February 1 to February 4, 1999 4 days 20,361,340
5,340,335 shares from February 5 to February 10, 1999 6 days 32,042,010
5,490,335 shares from February 11 to February 23, 1999 13 days 71,374,355
5,510,335 shares from February 24 to February 24, 1999 1 day 5,510,355
5,525,335 shares from February 25 to March 30, 1999 34 days 187,861,390
5,527,335 shares from March 31 to April 7, 1999 8 days 44,218,680
5,532,335 shares from April 8 to April 11, 1999 4 days 22,129,340
6,032,335 shares from April 12 to May 17, 1999 36 days 217,164,060
6,037,335 shares from May 18 to May 26, 1999 9 days 54,336,015
6,042,335 shares from May 27 to May 27, 1999 1 day 6,042,335
6,043,335 shares from May 28 to May 31, 1999 4 days 24,173,340
6,204,815 shares from June 1 to June 3, 1999 3 days 18,614,445
6,209,815 shares from June 4 to June 16, 1999 13 days 80,727,595
6,214,815 shares from June 17 to June 22, 1999 6 days 37,288,890
6,219,815 shares from June 23 to July 21, 1999 29 days 180,374,635
6,221,815 shares from July 22 to August 2, 1999 12 days 74,661,780
6,241,815 shares from August 3 to August 3, 1999 1 day 6,241,815
6,291,815 shares from August 4 to August 9, 1999 6 days 37,750,890
6,346,815 shares from August 10 to August 10, 1999 1 day 6,346,815
6,356,815 shares from August 11 to August 11, 1999 1 day 6,356,815
6,371,815 shares from August 12 to August 18, 1999 7 days 44,602,705
6,374,815 shares from August 19 to September 2, 1999 15 days 95,622,225
6,384,815 shares from September 3 to October 4, 1999 32 days 204,314,080
6,386,815 shares from October 5 to October 6, 1999 2 days 12,773,630
6,396,815 shares from October 7 to October 19, 1999 13 days 83,158,595
6,402,815 shares from October 20 to November 17, 1999 29 days 185,681,635
6,442,815 shares from November 18 to December 20, 1999 33 days 212,612,895
6,455,315 shares from December 21, 1999 to January 13, 2000 24 days 154,927,560
6,497,815 shares from January 14 to January 30, 2000 17 days 110,462,855
6,507,815 shares from January 31 to January 31, 2000 1 day 6,507,815
</TABLE>
33
<PAGE>
<TABLE>
<S> <C> <C>
-------------------------
365 days 2,244,240,875
=========================
</TABLE>
2,244,240,875 shares divided by 365 days = 6,148,605 average shares outstanding.
Earnings year ended January 31, 2000 = $3,043,622
Basic earnings per share = $3,043,622/6,148,605 = $0.50
Equivalent shares using the modified treasury stock method:
Options assumed exercised:
114,091 options, exercise price $1.10 125,500.10
15,000 options, exercise price $1.96875 29,531.25
159,429 options, exercise price $2.1875 348,750.94
627,500 options, exercise price $2.25 1,411,875.00
10,000 options, exercise price $2.4375 24,375.00
12,500 options, exercise price $2.5 31,250.00
5,000 options, exercise price $3.5 17,500.00
25,000 options, exercise price $4.43 110,750.00
968,520 2,099,532.29
- -466,563 shares assumed to be repurchased (2,099,532.29)
501,957 0.00
Total weighted average outstanding shares:
6,148,605 + 501,957 = 6,650,562.
Earnings year ended January 31, 2000 = $236,449.
Diluted earnings per share = $3,043,622 / 6,650,562 = $0.46.
34
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-K and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JAN-31-2000
<CASH> 6,674,095
<RECEIVABLES> 9,299,226
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 0
<INSTRUMENTS-OWNED> 14,314,130
<PP&E> 1,116,427
<TOTAL-ASSETS> 36,361,522
<SHORT-TERM> 0
<PAYABLES> 9,737,293
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 3,210,864
<LONG-TERM> 2,000,000
0
0
<COMMON> 65,078
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 36,361,522
<TRADING-REVENUE> 57,690,503
<INTEREST-DIVIDENDS> 538,496
<COMMISSIONS> 1,992,818
<INVESTMENT-BANKING-REVENUES> 1,621,399
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 0
<COMPENSATION> 27,181,296
<INCOME-PRETAX> 4,946,079
<INCOME-PRE-EXTRAORDINARY> 4,946,079
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,043,622
<EPS-BASIC> 0.50
<EPS-DILUTED> 0.46
</TABLE>
