MORGAN GROUP HOLDING CO. Unless indicated otherwise, or the context otherwise requires, references in this report to the "Company," "Morgan Group ," "Morgan," "we," "us," and "our" or similar terms are toMorgan Group Holding Co. and its subsidiary.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this Form 10-Q contains some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "will," "should," "may," and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, there can be no assurance that our actual results will not differ materially from what we expect or believe. We are providing these statements as permitted by the Private Litigation Reform Act of 1995. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations or if we receive any additional information relating to the subject matters of our forward-looking statements.
OVERVIEW
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Form 10-Q. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking statements as discussed under "Cautionary Statement Regarding Forward-Looking Statements" appearing elsewhere in this Form 10-Q.Morgan Group (OTC Pink®: MGHL), throughG.research , acts as an underwriter and provides institutional research services. Institutional research services revenues consist of brokerage commissions derived from securities transactions executed on an agency basis or direct payments from institutional clients as well as underwriting profits, selling concessions and management fees associated with underwriting activities. Commission revenues vary directly with the perceived value of the research provided, as well as account activity and new account generation. In light of the dynamics created by COVID-19 and its impact on the global supply chain and banks, oil, travel and leisure including the temporary closure of businesses deemed non-essential acrossthe United States , we anticipate lower transaction volumes from our institutional clients. As a result of this pandemic, the majority of our employees are working remotely, including our order execution services. However, there has been no material impact of remote work arrangements on our operations, including our financial reporting systems, internal control over financial reporting, and disclosure controls and procedures, and there has been no material challenge in implementing our business continuity plan. The sponsored conferences are taking place as planned using virtual service providers. While at the present time, the Company is unable to estimate the potential impact of COVID-19 on its financial condition, a significant prolonged disruption in the financial markets leading to materially lower trading activity of the Company's clients would have a material adverse effect on the Company's revenue, operating results and financial position. Any potential impact to our results of operations and financial condition will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain COVID-19 or treat its impact, all of which are beyond our control. We will continue to monitor the virus' impact on our customers, clients, and financial results. 14
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RESULTS OF OPERATIONS
The following table (in thousands, except per share data) and discussion of our
results of operations are based upon data derived from the Condensed
Consolidated Statements of Income contained in our condensed consolidated
financial statements and should be read in conjunction with those statements
included in Part I, Item 1 of this Form 10-Q:
Three Months Ended June 30 ,
Six Months Ended
2022 2021 2022 2021
Revenues
Commissions $ 450 $ 566 $ 953 $ 1,222 Principal transactions 7 (2 ) 7 (5 ) Dividends and interest 9 3 14 12 Underwriting fees - - - 6 Other revenues 9 17 9 27 Total revenues 475 584 984 1,263
Expenses
Compensation and related costs 293 627 621 1,315 Clearing charges 228 164 458 350 General and administrative 237 430 462 718 Occupancy and equipment 68 85 141 163 Total expenses 827 1,305 1,682 2,546 Loss before income tax benefit (351 ) (721 ) (698 ) (1,283 ) Income tax benefit - - - - Net loss$ (351 ) $ (721 ) $ (698 ) $ (1,283 ) Net loss per share Basic and diluted$ (0.59 ) $ (1.20 ) $ (1.16 ) $ (2.14 ) 15
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Three Months Ended
Revenues Institutional research service revenues were$0.5 million for the three months endedJune 30, 2022 ,$0.1 million , or 20.6%, lower than total revenues of$0.6 million for the three months endedJune 30, 2021 . Institutional research services revenues by revenue component, excluding principal transactions and dividends and interest, were as follows (dollars in thousands): Three Months Ended June 30, Increase (Decrease) 2022 2021 $ % Commissions $ 421 $ 493$ (72 ) -14.7 % Hard dollar payments 29 74 (44 ) -60.4 % 450 566$ (117 ) -20.6 % Underwriting fees - - - n/a Total $ 450 $ 566$ (117 ) -20.6 % Commissions and hard dollar payments for the three months endedJune 30, 2022 were$0.5 million , a$0.6 million , or 20.6%, decrease from$0.1 million in the comparable 2021 period. The decrease was primarily due to lower brokerage commissions from securities transactions executed on an agency basis. For the three months endedJune 30, 2022 and 2021, respectively,G.research earned$0.3 million and$0.3 million , or approximately 58% and 52%, of its commission revenue from transactions executed on behalf of funds advised byGabelli Funds, LLC ("Gabelli Funds") and clients advised by GAMCO Asset Management Inc. ("GAMCO Asset"). Principal Transactions
During the three months ended
Interest and dividend increased to
Expenses
Total expenses were$0.8 million for the three months endedJune 30, 2022 , a decrease of$0.5 million , or 36.7%, from$1.3 million in the comparable 2021 period. The decrease results primarily from lower compensation and related costs along with general and administrative expenses reductions. Compensation costs, which includes salaries, bonuses, and benefits, were$0.3 million for the three months endedJune 30, 2022 , a decrease of$0.3 million from$0.6 million for the three months endedJune 30, 2021 . The decrease was due to headcount reductions and lower commission expense in line with lower commission revenues.
Income Tax Benefit
For the three months ended
Net Loss
Net loss for the three months endedJune 30, 2022 was$0.4 million versus$0.7 million for the three months endedJune 30, 2021 . 16
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Six Months Ended
Revenues
Institutional research service revenues were$1.0 million for six months endedJune 30, 2022 ,$0.2 million , or 22.0%, lower than total revenues of$1.2 million for the six months endedJune 30, 2021 . Institutional research services revenues by revenue component, excluding principal transactions and dividends and interest, were as follows (dollars in thousands): Six Months Ended June 30, Increase (Decrease) 2022 2021 $ % Commissions$ 881 $ 1,084$ (204 ) -18.8 % Hard dollar payments 73 138 (65 ) -47.1 % 953 1,222$ (269 ) -22.0 % Underwriting fees - 6 (6 ) -100.0 % Total$ 953 $ 1,228$ (275 ) -22.4 % Commissions and hard dollar payments in the 2022 period were$1.0 million , a$0.2 million , or 22.0%, decrease from$1.2 million in the comparable 2021 period. The decrease was primarily due to lower brokerage commissions from securities transactions executed on an agency basis. For the six months endedJune 30, 2022 , respectively,G.research earned$0.5 million and$0.7 million , or approximately 56% and 54%, of its commission revenue from transactions executed on behalf of funds advised byGabelli Funds and clients advised by GAMCO Asset.
Principal Transactions
During the six months ended
Interest and dividend income remained steady at
Expenses
Total expenses were$1.7 million for the six months endedJune 30, 2022 , a decrease of$0.8 million , or 33.9%, from$2.5 million in the comparable 2021 period. The decrease results primarily from lower compensation and related costs and a reductions in general and administrative costs. Compensation costs, which includes salaries, bonuses, and benefits, were$0.6 million for the six months endedJune 30, 2022 , a decrease of$0.7 million from$1.3 million for the six months endedJune 30, 2021 . The decrease was due to headcount reductions and a decrease in commission expense driven by lower commission income. Clearing expenses increased by$0.1 million to$0.5 million for the six months endedJune 30, 2022 from$0.4 million for the same period in 2021. The increase was due to a modification in clearing broker terms. 17
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Income Tax Benefit
For the six months endedJune 30, 2022 and 2021, we recorded income tax benefits of$0.0 million and$0.0 million , respectively, and the ETR was 0.0% and 0.0%, respectively. The ETR differs from theU.S. corporate rate of 21%, for all periods, due to state taxes and a valuation allowance recorded on the deferred tax assets, mainly net operating loss carryforwards.
Net Loss
Net loss for the six months ended
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