U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Act
- ------
of 1934
For the quarterly period ended March 31, 1999
--------------
_____ 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 0-25336
KIRLIN HOLDING CORP.
--------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 11-3229358
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6901 Jericho Turnpike, Syosset, New York 11791
----------------------------------------------
(Address of Principal Executive Offices)
(800) 899-9400
---------------
(Issuer's Telephone Number Including Area Code)
---------------------------------------------------
Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report
Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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 __.
---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At May 13, 1999, Issuer had
outstanding 2,871,764 shares of Common Stock, par value $.0001 per share.
<PAGE>
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
KIRLIN HOLDING CORP. and SUBSIDIARIES
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---------------- ------------------
(Unaudited)
ASSETS:
<S> <C> <C>
Cash $ 186,953 $ 85,092
Securities Owned, at market value:
U.S. government and agency obligations 1,609,608 2,261,874
State and municipal obligations 2,711,000 3,254,247
Corporate bonds and other securities 7,342,905 7,252,110
Furniture, Fixtures and Leasehold Improvements, at cost, net of
accumulated depreciation of $1,053,821 and $972,523 for
March 31, 1999 and December 31, 1998, respectively 780,996 706,498
Other Assets 2,546,723 1,974,691
---------------- ------------------
Total assets $ 15,178,185 $ 15,534,512
================ ==================
LIABILITIES and STOCKHOLDERS' EQUITY:
Liabilities:
Securities sold, not yet purchased, at market value $ 1,014,962 $ 641,739
Payable to clearing broker 733,585 3,467,579
Accrued compensation 2,015,405 1,799,531
Accounts payable and accrued expenses 629,088 585,084
Deferred taxes payable 1,209,812 728,060
---------------- ------------------
Total liabilities 5,602,852 7,221,993
---------------- ------------------
Commitments
Stockholders' Equity (Note 2):
Common stock, $.0001 par value; authorized 15,000,000 shares,
issued and outstanding 2,871,764 and 2,802,764 shares, respectively 287 280
Additional paid-in capital 6,621,555 6,354,187
Retained earnings 2,953,491 1,958,052
---------------- ------------------
Total stockholders' equity 9,575,333 8,312,519
---------------- ------------------
Total liabilities and stockholders' equity $ 15,178,185 $ 15,534,512
================ ==================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
KIRLIN HOLDING CORP. and SUBSIDIARIES
Consolidated Statements of Income
Three Months Ended
March 31,
-------------------------------------
1999 1998
---------------- ------------------
(Unaudited)
Revenues:
Principal transactions, net $ 4,286,271 $ 2,984,411
Commissions 2,554,215 1,475,940
Merchant Banking (175,168) 517,422
Investment Banking 425,250
Other income 135,375 110,737
---------------- ------------------
7,228,943 5,088,510
---------------- ------------------
Expenses:
Employee compensation and benefits 3,991,841 3,198,452
Promotion and advertising 273,022 74,733
Clearance and execution charges 322,279 205,614
Occupancy and communications 668,418 379,492
Professional fees 226,940 98,372
Interest 53,102 85,400
Other 231,720 140,239
---------------- ------------------
5,767,322 4,182,302
---------------- ------------------
Income before provision
for income taxes 1,461,621 906,208
Income tax provision (Note 3) 466,182 406,280
---------------- ------------------
Net income $ 995,439 $ 499,928
================ ==================
Basic earnings per common
share (Note 4) $ 0.35 $ 0.18
================ ==================
Diluted earnings per common
share (Note 4) $ 0.34 $ 0.18
================ ==================
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
KIRLIN HOLDING CORP. and SUBSIDIARIES
Consolidated Statement of Changes in Stockholders' Equity
For the three months ended March 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Retained
Shares Par Value Capital Earnings Total
------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Stockholders' equity,
January 1, 1999 2,802,764 $ 280 $ 6,354,187 $ 1,958,052 $ 8,312,519
Stock issuance 69,000 7 267,368 267,375
Net income 995,439 995,439
------------- ------------- -------------- ------------- ------------
Stockholders' equity,
March 31, 1999 2,871,764 $ 287 $ 6,621,555 $ 2,953,491 $ 9,575,333
============= ============= ============== ============= ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
KIRLIN HOLDING CORP. and SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------------------
1999 1998
------------------ -----------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 995,439 $ 499,928
------------------ -----------------
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 81,298 67,409
Deferred income taxes 481,752 303,608
Noncash compensation 267,375
Decrease (increase) in securities owned, at market value 1,104,718 (661,581)
(Increase) decrease in other assets (572,032) 160,641
Increase in securities sold, not yet purchased, at market value 373,223 237,508
(Decrease) in payable to clearing broker (2,733,994) (271,461)
Increase (decrease) in accrued compensation 215,874 (904,793)
Increase in accounts payable, accrued expenses
and taxes payable 44,004 16,092
------------------ -----------------
Total adjustments (737,782) (1,052,577)
------------------ -----------------
Net cash provided by (used in) operating activities 257,657 (552,649)
------------------ -----------------
Cash flows from investing activities:
Purchase of furniture, fixtures and leasehold improvements (155,796) (24,904)
------------------ -----------------
Net cash used in investing activities (155,796) (24,904)
------------------ -----------------
Cash flows from financing activities:
Issuance of common stock 484,687
------------------ -----------------
Net cash provided by financing activities 484,687
------------------ -----------------
Net increase (decrease) in cash 101,861 (92,866)
Cash and cash equivalents, beginning of period 85,092 316,219
------------------ -----------------
Cash, end of period $ 186,953 $ 223,353
================== =================
Supplemental information:
Interest paid $ 53,102 $ 85,400
Income taxes paid $ 3,248 $ 37,599
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
KIRLIN HOLDING CORP. and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
1. Organization and Summary of Significant Accounting Policies
The consolidated financial statements include the accounts of Kirlin
Holding Corp. and its wholly owned subsidiaries, Kirlin Securities,
Inc. ("Kirlin"), Greenleaf Management Corp., and VentureHighway.com
Inc. (collectively the "Company"). The Company's principal subsidiary,
Kirlin, is a full-service, retail-oriented brokerage firm specializing
in the trading and sale of both equity and fixed income securities,
including mutual funds. Primarily all activity of the Company has been
through Kirlin. All material intercompany transactions and balances
have been eliminated in consolidation. Kirlin has offices in New York,
New Jersey and California.
The accompanying consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB.
Accordingly, they do not include all of the information and footnotes
as required by generally accepted accounting principles for annual
financial statements. In the opinion of management of the Company, all
adjustments (consisting only of normal recurring adjustments) necessary
in order to make the financial statements not misleading have been
included. The operations for the three-month period ended March 31,
1999 are not necessarily indicative of the results that may be expected
for the full year ending December 31, 1999. For further information,
refer to the consolidated financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998.
Certain amounts included in the 1998 financial statements have been
reclassified, where appropriate, to conform with the 1999 presentation.
2. Stockholders' Equity
On January 11, 1999, the Company's Board of Directors authorized the
issuance of 69,000 shares of common stock (valued at the closing price
on January 8, 1999) to employees of the Company in connection with
their bonuses related to the year ended December 31, 1998. Following
this action, the Company had 2,871,764 shares of Common Stock
outstanding.
3. Income Taxes
The Company files consolidated federal income tax returns, but each
constituent entity files separate state income tax returns. The
provision for income taxes differs from the amount of income taxes
determined by applying the federal statutory rates principally because
of the effect of state taxes.
4. Earnings Per Share
Net income per common share is calculated by dividing net income by the
weighted average number of shares of common stock outstanding. The
following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations:
6
<PAGE>
<TABLE>
<CAPTION>
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------ -------------- -----------
<S> <C> <C> <C>
Three months ended March 31, 1999:
Basic EPS:
Income available to
common stockholders $ 995,439 2,864,097 $ 0.35
Effect of Dilutive
Securities - options 42,048
-- --------- -------------- -- --------
Diluted EPS:
Income available to common
stockholders and assumed
exercise $ 995,439 2,906,145 $ 0.34
== ========= ============== == ========
Three months ended March 31, 1998:
Basic EPS:
Income available to
common stockholders $ 499,928 2,799,098 $ 0.18
Effect of Dilutive
Securities - options 45,258
-- --------- -------------- -- --------
Diluted EPS:
Income available to common
stockholders and assumed
exercise $ 499,928 2,844,356 $ 0.18
== ========= ============== == ========
</TABLE>
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Forward-Looking Statements
When used in this Form 10-KSB and in future filings by the Company with
the Commission, the words or phrases "will likely result," "management expects"
or "the Company expects," "will continue," "is anticipated," "estimated" or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue reliance on any such forward-looking statements,
each of which speak only as of the date made. Such statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. The Company has no obligation to publicly release the result of any
revisions which may be made to any forward-looking statements to reflect
anticipated or unanticipated events or circumstances occurring after the date of
such statements.
Results of Operations
Three Months Ended March 31, 1999 Compared with Three Months Ended
March 31, 1998
Principal transactions, net for the three-month period ended March 31,
1999 increased 43.6% to $4,286,271 from $2,984,411 in the comparable period in
1998. The increase is primarily attributable to an increase in equity business
generated by additional registered representatives and appreciation in the value
of warrants and/or unit purchase options the Company received in prior periods
in connection with underwriting public offerings or acting as placement agent in
private offerings in connection with its investment banking activities.
Commissions for the three-month period ended March 31, 1999 increased
73.1% to $2,554,215 from $1,475,940 in the comparable period in 1998. The
increase is primarily attributable to the Company's increased business in equity
securities and mutual funds, which, except for equity securities for which the
Company maintains an inventory, are bought and sold on an agency basis for which
the Company receives a commission. This increase is a direct result of an active
market in equity securities during the past quarter as well as the addition of
registered representatives.
Merchant banking for the three-month period ended March 31, 1999
decreased 133.3% to $(172,168) from $517,422 in the comparable period in 1998
primarily as a result of a reduction in the value of investments owned by the
Company.
Investment banking for the three-month period ended March 31, 1999
increased to $425,250 from the comparable period in 1998. The increase is
attributable to investment banking fees the Company generated from acting as
placement agent related to a bridge loan financing and a private placement.
Other income for the three-month period ended March 31, 1999 increased
22.2% to $135,375 from $110,737 in the comparable period in 1998. The increase
is primarily attributable to transactional and account balance rebates the
Company is entitled to from the clearing broker.
Employee compensation and benefits for the three-month period ended
March 31, 1999 increased 24.8% to $3,991,841 from $3,198,452 in the comparable
period in 1998. The increase is primarily attributable to the increase in the
Company's revenue since employee compensation to the Company's traders and
registered representatives is directly related to revenue.
Promotion and advertising for the three-month period ended March 31,
1999 increased 265.3% to $273,022 from $74,733 in the comparable period in 1998
primarily as a result of the Company's planned increase in advertising
expenditures to attract new customers.
Clearance and execution charges in the three-month period ended March
31, 1999 increased 56.7% to $322,279 from $205,614 in the comparable period in
1998 as a result of higher ticket volume.
8
<PAGE>
Occupancy and communications costs in the three-month period ended
March 31, 1999 increased 76.1% to $668,418 from $379,492 in the comparable
period in 1998. This increase is a result of the establishment and operations of
additional branch offices.
Professional fees in the three-month period ended March 31, 1999
increased 130.7% to $226,940 from $98,372 in the comparable period in 1998
primarily as a result of computer consultation related to the establishment of
branch offices and addressing the Y2K issue and legal consultation related to
new business ventures and lawsuits initiated by the Company.
Interest expense in the three-month period ended March 31, 1999
decreased 37.8% to $53,102 from $85,400 in the comparable period in 1998 as a
result of a reduction of inventory positions purchased on margin and securities
sold short, which are held at the clearing broker and charged interest. The
Company seeks to minimize its cash balances and withdraws cash for operations
from its trading accounts as needed. To the extent necessary, inventory
positions are utilized as collateral for such withdrawals.
Other expenses in the three-month period ended March 31, 1999 increased
65.2% to $231,720 from $140,239 in the comparable period in 1998 as a result of
the settlement of a customer arbitration and an increase in regulatory fees
related to the increase in registered representatives.
Income tax provision for the three-month period ended March 31, 1999
was $466,182 as compared to $406,280 in the comparable in 1998. For the
three-month period ended March 31, 1999 the Company utilized a net operating
loss carry-forward from the prior year to reduce the income tax provision for
the past quarter.
Net income of $995,439 in the three-month period ended March 31, 1999
compares to net income of $499,928 for the three-month period ended March 31,
1998. This resulted primarily due to the increase in revenues offset by
increases in expenses as discussed above.
Liquidity and Capital Resources
Securities owned, at market value, at March 31, 1999 were $11,663,513
as compared to $12,768,231 at December 31, 1998. This 8.7% decrease is primarily
attributable to a decrease in securities held in inventory for resale to its
customers offset by an increase in the value of positions held in relation to
the Company's merchant banking activities. Approximately 46% of the Company's
assets at March 31, 1999 were comprised of cash and highly liquid securities.
Furniture, fixtures and leasehold improvements, net, at March 31, 1999,
increased to $780,996 as compared to $706,498 at December 31, 1998. This 10.5%
increase primarily results from the purchase of additional computer hardware,
furniture, and leasehold improvements in connection with the Company's new
branch offices.
Other assets increased to $2,546,723 at March 31, 1999, from $1,974,691
at December 31, 1998, a 29.0% increase. This increase is primarily attributable
to receivables the Company is entitled to for placement agent commissions
related to a bridge loan financing and a private placement. Additionally, the
increase is attributable to advances provided to newly-hired registered
representatives as part of the Company's recruiting efforts.
Securities sold short amounted to $1,014,962 at March 31, 1999 as
compared to $641,739 at December 31, 1998. Management monitors these positions
on a daily basis and covers short positions when deemed appropriate.
9
<PAGE>
Payable to clearing broker amounted to $733,585 at March 31, 1999 as
compared to $3,467,579 at December 31, 1998. This 78.8% decrease is a result of
a reduction of inventory purchases on margin.
Accrued compensation was $2,015,405 at March 31, 1999 as compared to
$1,799,531 at December 31, 1998, a 12.0% increase attributable to increased
revenues upon which commission income to registered representatives is based.
Accounts payable and accrued expenses were $629,088 at March 31, 1999
as compared to $585,084 at December 31, 1998, a 7.5% increase primarily
attributable to general office expenses related to the operation of all offices
due to an increase in the number of employees and the establishment of new
branch offices. Additionally, the Company incurred recruiting fees in order to
hire various support personnel.
Deferred income taxes payable were $1,209,812 at March 31, 1999 as
compared to $728,060 at December 31, 1998. This increase is reflective of the
adjustment for deferred income taxes payable resulting from an increase in the
value of certain securities positions in the Company's merchant banking
portfolio and investment account.
The Company, as guarantor of its customer accounts to its clearing
broker, is exposed to off-balance-sheet risks in the event that its customers do
not fulfill their obligations with the clearing broker. In addition, to the
extent the Company maintains a short position in certain securities, it is
exposed to a further off-balance-sheet market risk, since the Company's ultimate
obligation may exceed the amount recognized in the financial statements.
The Company believes its financial resources will be sufficient to fund
the Company's operations and capital requirements for the foreseeable future.
Year 2000
The Company has been evaluating the potential impact of the situation
commonly referred to as the "Year 2000 Issue" ("Y2K"). The Y2K issue is the
result of computer systems and applications that currently use two digits rather
than four to recognize a particular year (e.g., "98" for "1998"). The Y2K issue
affects the Company's information technology systems (i.e., computer systems,
network elements and software applications) as well as other business systems
that might have time-sensitive programs or microprocessors that may not properly
reflect or recognize the year 2000 ("non-IT systems"). The failure to reflect or
recognize dates after 1999 could cause the Company's information technology and
non-IT systems to fail or cause errors, which could lead to disruptions in
operations or increased costs. The Company, similar to most securities
institutions, is significantly subject to the potential impact of the Y2K issue
due to the nature of the industry. Potential impacts to the Company may arise
from software, computer hardware, and other equipment both within the Company's
direct control and outside the Company's ownership, yet with which the Company
interfaces either electronically or operationally. The Company has commenced a
review of its internal systems and programs to determine the extent to which its
information technology systems are Y2K compliant. The Company has commenced a
review of whether its non-IT systems are Y2K compliant. Since much of the
Company's internal information technology has been developed fairly recently,
the Company does not anticipate that its internal information technology systems
will face significant issues of non-compliance. The Company has completed an
evaluation of its mission critical systems and remediation of certain systems
will be necessary. It is expected that such remediation and testing of the
systems will be completed by the second quarter of 1999. Based on current
information, the Company believes it will spend approximately $100,000 to
$150,000 in 1999 and expects to accrue approximately $50,000 to $100,000 for
2000, although there can be no assurance that such amounts will be sufficient
due to unforeseen difficulties, to complete the review and address the Y2K issue
with respect to its internal information technology systems and non-IT systems.
10
<PAGE>
However, even if the Company's internal systems are Y2K compliant, the
Company remains at risk from Y2K failure caused by third parties. The Company
has commenced to contact third parties with which it interacts to determine the
state of their assessment and remediation of any Y2K issues they face. To date,
the Company has not received sufficient information from such third parties to
complete its assessment of their Y2K readiness. Some of the third parties with
which the Company has significant interaction include, most significantly, its
clearing broker, Correspondence Services Corporation ("CSC"), and vendors
providing phone service, payroll services and banking services. In April 1999
CSC installed a new clearing system, which addressed the Y2K issue. If the
Company's major third-party vendors do not confirm to the Company that they are
Y2K compliant by the second quarter of 1999 or provide assurances of subsequent,
but timely, compliance, the Company will determine whether it is necessary to
retain the services of other third-party vendors who are Y2K compliant in order
to prevent a disruption in the Company's business. The Company is currently
developing a contingency plan for those areas where plans to achieve Y2K
compliance fail.
The failure to correct a material Y2K problem could result in an
interruption in, or failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the Y2K problem, resulting in part from the uncertainty
of the Y2K readiness of third-party vendors, the Company is unable to determine
at this time whether the consequences of Y2K failures will have a material
impact on the Company's results of operations, liquidity or financial condition.
Although the Company expects that its mission critical systems will be compliant
and tested by the third quarter of 1999, there is no guarantee that these
results will be achieved. Specific factors that give rise to this uncertainty
include a possible loss of technical resources to perform the work, failure to
identify all susceptible systems, non-compliance by third parties whose systems
and operations impact the Company, and other similar uncertainties. A reasonably
possible worst case scenario might include one or more of the Company's or a
third-party vendor's significant systems being non-compliant. Such an event
could result in a material disruption to the Company's operations, which would
adversely affect the Company's results of operations, liquidity and financial
condition.
11
<PAGE>
PART II: OTHER INFORMATION
ITEM 2: CHANGES IN SECURITIES
(c) Recent Sales of Unregistered Securities
See Item 5, Market for Common Equity and Related Stockholder
Matters -- Recent Sales of Unregistered Securities, contained
in the Company's Form 10-KSB for the fiscal year ended
December 31, 1998, which is hereby incorporated by reference
thereto.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule (3/31/99)
(b) Reports on Form 8-K
None
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Kirlin Holding Corp.
--------------------
(Registrant)
Dated: May 17, 1999 By: /s/ Anthony J. Kirincic
------------------------
Anthony J. Kirincic
President and Chief
Financial Officer
13
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
27.1 Financial Data Schedule (3/31/99)
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 186,953
<SECURITIES> 11,663,513
<RECEIVABLES> 2,546,723
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,397,189
<PP&E> 1,834,817
<DEPRECIATION> (1,053,821)
<TOTAL-ASSETS> 15,178,185
<CURRENT-LIABILITIES> 5,602,852
<BONDS> 0
<COMMON> 287
0
0
<OTHER-SE> 9,575,046
<TOTAL-LIABILITY-AND-EQUITY> 15,178,185
<SALES> 7,228,943
<TOTAL-REVENUES> 7,228,943
<CGS> 4,587,142
<TOTAL-COSTS> 4,587,142
<OTHER-EXPENSES> 1,127,078
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 53,102
<INCOME-PRETAX> 1,461,621
<INCOME-TAX> 466,182
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 995,439
<EPS-PRIMARY> 0.35
<EPS-DILUTED> 0.34
</TABLE>
