morgan_10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q
 
[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the quarterly period ended September 30, 2011
 
    Or
     
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________
 
Commission File No. 333-73996

MORGAN GROUP HOLDING CO.
(Exact name of small business issuing as specified in its charter)
 
Delaware 13-4196940
(State or other jurisdiction of (IRS Employer
Incorporation of organization) Identification Number)
    
401 Theodore Fremd Avenue, Rye, New York 10580
(Address of principal executive offices) (Zip Code)
    
(914) 921-1877
(Registrant’s telephone number, including area code)

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. [X] Yes [    ] No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [    ] No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer [   ]           Accelerated filer [   ]
Non-accelerated filer [   ]  (Do not check if a smaller reporting company)       Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   [X] Yes [    ] No
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practical date.
 
Class   Outstanding at October 24, 2011
Common Stock, $.01 par value   3,055,345




 

MORGAN GROUP HOLDING CO.
TABLE OF CONTENTS
 
                Page No.
    PART I –FINANCIAL INFORMATION    
Item 1.   Financial Statements.   3-7
         
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.   8
         
Item 3.   Quantitative and Qualitative Disclosure About Market Risk.   9
         
Item 4.   Controls and Procedures.   9
 
    PART II – OTHER INFORMATION    
Item 6.   Exhibits.   9
         
    Signatures   10

 

 

PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
Unaudited Financial Statements
 
Condensed Balance Sheets as of September 30, 2011, December 31, 2010 and September 30, 2010
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2011 and 2010
 
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010
 
Notes to Condensed Financial Statements as of September 30, 2011
 
 

 

Morgan Group Holding Co.
Condensed Balance Sheets
(Unaudited)
 
        September 30,       December 31,       September 30,
    2011   2010   2010
ASSETS                  
Current assets:                  
       Cash   $264,355     $192,033     $307,413  
       Investment in Marketable Securities   120,680     203,540     97,840  
              Total current assets   385,035     395,573     405,253  
              Total assets   $385,035     $395,573     $405,253  
 
LIABILITIES                  
Current liabilities:                  
       Accrued liabilities   $22,798     $--     $--  
              Total current liabilities   22,798     --     --  
 
COMMITMENTS AND CONTINGENCIES                  
 
SHAREHOLDERS' EQUITY                  
Preferred Stock, $0.01 par value, 1,000,000 shares                  
       authorized, none outstanding   --     --     --  
Common Stock, $0.01 par value, 10,000,000 shares                  
       authorized, 3,055,345 outstanding   30,553     30,553     30,553  
Additional paid-in-capital   5,611,447     5,611,447     5,611,447  
Accumulated deficit           (5,279,763 )           (5,246,427 )           (5,236,747 )
              Total shareholders' equity   362,237     395,573     405,253  
              Total liabilities and shareholders' equity   $385,035     $395,573     $405,253  
 

See accompanying notes to condensed financial statements
 
4 
 

 

Morgan Group Holding Co.
Condensed Statements of Operations
(Unaudited)
 
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
        2011       2010       2011       2010
Revenues   $--     $--     $--     $--  
 
Administrative expenses   (22,813 )   (4,286 )   (42,292 )   (23,281 )
Other income                        
       Interest and dividends   324     36     924     134  
       Realized and unrealized gains on                        
       marketable securities   2,094     43,526     8,032     44,716  
              Net (loss) income before income taxes   (20,395 )   39,276     (33,336 )   21,569  
Income taxes   --     --     --     --  
       Net (loss) income        ($20,395 )        $39,276          ($33,336 )        $21,569  
 
(Loss) earnings per share, basic and                        
diluted   ($0.01 )   $0.01     ($0.01 )   $0.01  
 
Shares outstanding, basic and diluted   3,055,345     3,055,345     3,055,345     3,055,345  

See accompanying notes to condensed financial statements
 
5 
 

 

Morgan Group Holding Co.
Condensed Statements of Cash Flows
(Unaudited)
 
    Nine Months Ended September 30,
        2011       2010
Cash Flows from Operating Activities            
       Interest received   $48     $134  
       Cash paid to suppliers   (19,494 )   (16,281 )
              Net cash used in operating activities   (19,446 )   (16,147 )
 
Cash Flows from Investing Activities            
       Purchases of marketable securities   (989,240 )             (1,014,037 )
       Proceeds from the sale of marketable             1,080,132     960,913  
       Dividends received   876     --  
              Net cash received (used) in investing activities   91,768     (53,124 )
 
Cash Flows from Financing Activities   --     --  
Net increase (decrease) in Cash   72,322     (69,271 )
       Cash, Beginning of the Period   192,033     376,684  
       Cash, End of the Period   $264,355     $307,413  
 
Reconciliation of net (loss) income to net cash used in            
operating activities:            
       Net (loss) income   ($33,336 )   21,569  
       Realized and unrealized gains on marketable securities   (8,032 )   (44,716 )
       Dividends received   (876 )   --  
       Decrease in prepaid expenses   --     7,000  
       Increase in accrued liabilities   22,798     --  
Net cash used in operating activities   ($19,446 )   ($16,147 )
 

See accompanying notes to condensed financial statements
 
6
 

 

Morgan Group Holding Co.
Notes to Financial Statements
 
Note 1.      
Basis of Presentation
 
Morgan Group Holding Co. (“Holding” or “the Company”) was incorporated in November 2001 as a wholly-owned subsidiary of LICT Corporation (“LICT, formerly Lynch Interactive Corporation”) to serve, among other business purposes, as a holding company for LICT’s controlling interest in The Morgan Group, Inc. (“Morgan”). On January 24, 2002, LICT spun off 2,820,051 shares of Holding common stock through a pro rata distribution (“Spin-Off”) to its stockholders and retained 235,294 shares.
 
On October 3, 2002, Morgan ceased its operations when its liability insurance expired and it was unable to secure replacement insurance. On October 18, 2002, Morgan and two of its operating subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Indiana, South Bend Division for the purpose of conducting an orderly liquidation of Morgan’s assets. On March 31, 2008, the bankruptcy proceeding was concluded and the bankruptcy court dismissed the proceeding. Holding received no value for its equity ownership from the bankruptcy proceeding.
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
     
Note 2.  
Significant Accounting Policies
 
The Company invests in marketable securities that are bought and held principally for the purpose of selling them in the near term and are classified as trading securities. Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period included in earnings.
     
Note 3.  
Income Taxes
 
The Company is a “C” corporation for Federal tax purposes, and has provided for deferred income taxes for temporary differences between the financial statement and tax bases of its assets and liabilities. The Company has recorded a full valuation allowance against its deferred tax asset of approximately $1.7 million arising from its temporary basis differences and tax loss carry forward, as its realization is dependent upon the generation of future taxable income during the period when such losses would be deductible.
 
Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of any of the Company’s net operating loss carry forwards may be limited if cumulative changes in ownership of more than 50% occur during any three year period.
     
Note 4.  
Commitments and Contingencies
 
From time to time the Company may be subject to certain asserted and unasserted claims. It is the Company’s belief that the resolution of these matters will not have a material adverse effect on its financial position.
 
The Company has not guaranteed any of the obligations of Morgan and believes it currently has no commitment or obligation to fund any creditors.
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Overview
 
On October 18, 2002, Morgan adopted the liquidation basis of accounting and accordingly, Morgan’s assets and liabilities have been adjusted to estimate net realizable value. As the carrying value of Morgan’s liabilities exceeded the fair value of its assets, the liabilities were reduced to equal the estimated net realizable value of the assets.
 
The Company currently has no operating businesses and will seek acquisitions as part of its strategic alternatives. Its only costs are the administrative expenses required to make the regulatory filings needed to maintain its public status. These costs are estimated at $25,000 to $50,000 per year.
 
Results of Operations
 
For the three months ended September 30, 2011, the Company incurred $22,813 of administrative expenses which was $18,527 higher than the $4,286 of such expenses in the three months ended September 30, 2010. Increased legal fees caused the variance. For the nine months ended September 30, 2011, the Company incurred $42,292 of administrative expenses up $19,011 from $23,281 of such expenses in the nine months ended September 30, 2010. Increased legal fees were again the cause of the variance.
 
In the second quarter of 2010, the company began to invest in marketable securities that are subject to a publicly disclosed acquisition offer but are trading below the proposed acquisition price. During the three months ended September 30, 2011, the Company recorded $2,094 of net realized and unrealized gains from this activity as compared to $43,526 in the comparable prior year period. During the nine months ended September 30, 2011, the Company recorded $8,032 of net realized and unrealized gains from this activity as compared to $44,716 in the comparable prior year period. As noted, there was no activity in marketable securities in the three months ended March 31, 2010. The availability of such transactions, their timing, and overall movements in the securities markets caused the remaining variances.
 
As a result of this marketable security program, the Company also received dividend income of $324 and $876, respectively, for the three and nine month periods ended September 30, 2011.
 
Interest income from the Company investment in a United States Treasury money market fund was $0 during the three months ended September 30, 2011 as compared to $36 during 2010 period, and $48 during the nine months ended September 30, 2011 as compared to $134 during the comparable 2010 period. The variances resulted from lower investment balances in the Company’s balances in this investment in 2011.
 
Liquidity and Capital Resources
 
As of September 30, 2011, the Company’s only assets consisted of $385,035 in cash and marketable securities and had a capital loss carry forward of approximately $4.5 million which it expects will substantially expire in 2013. The ability to utilize this carry forward is dependent on the Company’s ability to generate a capital gain prior to its expiration.
 
Off Balance Sheet Arrangements
 
None.
 
8
 

 

Item 3. Quantitative and Qualitative Analysis of Market Risk
 
The Company is a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K and thus are not required to report the Quantitative and Qualitative Analysis of Market Risk specified in Item 305 of Regulation S-K.
 
Item 4. Controls and Procedures
 
a) Evaluation of Disclosure Controls and Procedures
 
     Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Act”)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report were designed and were functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. The Company believes that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
 
(b) Changes in Internal Controls
 
     During the period covered by this report, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our financial statements.
 
Forward Looking Discussion
 
This report contains a number of forward-looking statements, including statements regarding the prospective adequacy of the Company’s liquidity and capital resources in the near term. From time to time, the Company may make other oral or written forward-looking statements regarding its anticipated operating revenues, costs and expenses, earnings and other matters affecting its operations and condition. Such forward-looking statements are subject to a number of material factors, which could cause the statements or projections contained therein, to be materially inaccurate. Such factors include the estimated administrative expenses of the Company on a go forward basis.
 
PART II - OTHER INFORMATION
 
Item 6. Exhibits.         
     
             Exhibit 3.1   Certificate of Incorporation of the Company*
       
  Exhibit 3.2   By-laws of the Company*
       
  Exhibit 31.1   Chief Executive Officer Rule 15d-14(a) Certification.
       
  Exhibit 31.2   Principal Financial Officer Rule 15d-14(a) Certification.
       
  Exhibit 32.1   Chief Executive Officer Section 1350 Certification.
       
  Exhibit 32.2   Principal Financial Officer Section 1350 Certification.
       
  EX-101.INS   XBRL INSTANCE DOCUMENT
       
  EX-101.SCH   XBRL TAXONOMY EXTENSION SCHEMA
       
  EX-101.PRE   XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
       
  EX-101.LAB   XBRL TAXONOMY EXTENSION LABEL LINKBASE
       
  EX-101.CAL   XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
       
  EX-101.DEF   XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
____________________
 
*      
Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-1 (Registration No. 333-73996).

9
 

 

SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
MORGAN GROUP HOLDING CO.
 
 
By:   /s/ Robert E. Dolan
  ROBERT E. DOLAN
  Chief Financial Officer

November 7, 2011
 
10