SIEBERT FINANCIAL CORP — Interim / Quarterly Report 2013

Aug 14, 2013

10-Q 1 n13382_10-q.htm

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| WASHINGTON,
D.C. 20549 |
| FORM
10-Q |

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

OR

o 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 | 0-5703 |

| Siebert
Financial Corp. |
| --- |
| (Exact Name of Registrant as Specified in its Charter) |

| New
York | 11-1796714 |
| --- | --- |
| (State or Other
Jurisdiction of Incorporation or Oroganization) | (I.R.S. Employer
Identification No.) |

| 885
Third Avenue, New York, NY 10022 |
| --- |
| (Address of Principal Executive Offices) |
| (212)
644-2400 |
| (Registrant’s Telephone
Number, Including Area Code)(Zip Code) |
| (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |

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 o

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).

Yes x No o

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. :

| Large
Accelerated Filer o | Accelerated
Filer o |
| --- | --- |
| Non-Accelerated
Filer o | 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).

Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 3, 2013, there were 22,085,126 shares of Common Stock, par value $.01 per share, outstanding.

Unless the context otherwise requires, the “Company” shall mean Siebert Financial Corp. and its wholly owned subsidiaries and “Siebert” shall mean Muriel Siebert & Co., Inc., a wholly owned subsidiary of the Company.

Certain statements contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below and elsewhere in this report, as well as oral statements that may be made by us or by our officers, directors or employees acting on our behalf, that are not statements of historical or current fact constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve risks and uncertainties and known and unknown factors that could cause our actual results to be materially different from our historical results or from any future results expressed or implied by such forward looking statements, including, without limitation: changes in general economic and market conditions; changes and prospects for changes in interest rates; fluctuations in volume and prices of securities; demand for brokerage and investment banking services; competition within and without the discount brokerage business, including the offer of broader services; competition from electronic discount brokerage firms offering greater discounts on commissions than we do; the prevalence of a flat fee environment; decline in participation in corporate or municipal finance underwritings; limited trading opportunities; the method of placing trades by our customers; computer and telephone system failures; our level of spending on advertising and promotions; trading errors and the possibility of losses from customer non-payment of amounts due; other increases in expenses and changes in net capital or other regulatory requirements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date when such statements were made or to reflect the occurrence of unanticipated events. An investment in us involves various risks, including those mentioned above and those which are detailed from time to time in our Securities and Exchange Commission filings.

2

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Siebert Financial Corp. & Subsidiaries Consolidated Statements of Financial Condition

ASSETS
Cash and
cash equivalents	19,404,000	$	18,902,000
Cash
equivalents – restricted	1,532,000		1,532,000
Receivable
from brokers	967,000		1,923,000
Securities
owned, at fair value	334,000		255,000
Furniture,
equipment and leasehold improvements, net	304,000		312,000
Investment
in and advances to affiliates	7,083,000		9,304,000
Prepaid
expenses and other assets	820,000		900,000
Intangibles,
net	323,000		328,000
	30,767,000		33,456,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts
payable and accrued liabilities	2,468,000		2,416,000
Contingencies
(Note 9)
Stockholders’
equity:
Common
stock, $.01 par value; 49,000,000 shares authorized, 23,211,846 shares issued, and 22,085,126 and 22,097,392 shares outstanding at June 30, 2013 and December 31, 2012, respectively	232,000		232,000
Additional
paid-in capital	19,490,000		19,490,000
Retained
earnings	13,337,000		16,059,000
Less:
1,126,720 and 1,114,454 shares of treasury stock, at cost at June 30, 2013 and December 31, 2012, respectively	(4,760,000	)	(4,741,000	)
	28,299,000		31,040,000
	30,767,000	$	33,456,000

See notes to condensed consolidated financial statements.

3

Siebert Financial Corp. & Subsidiaries Consolidated Statements of Operations (Unaudited)

	Three Months Ended June 30, — 2013			2012	Six Months Ended June 30, — 2013			2012
Revenues:
Commissions and fees	$	2,904,000		$ 3,879,000	$	5,889,000		$ 9,037,000
Investment banking		751,000		1,198,000		1,481,000		1,707,000
Trading profits		607,000		531,000		1,142,000		1,394,000
Interest and dividends		16,000		17,000		32,000		40,000
		4,278,000		5,625,000		8,544,000		12,178,000
Expenses:
Employee compensation and benefits		2,249,000		2,631,000		4,508,000		5,120,000
Clearing fees, including floor brokerage		675,000		667,000		1,259,000		1,634,000
Professional fees		1,109,000		820,000		1,953,000		1,610,000
Advertising and promotion		76,000		89,000		175,000		227,000
Communications		328,000		498,000		675,000		986,000
Occupancy		259,000		226,000		516,000		477,000
Write off of software development costs				433,000				433,000
Other general and administrative		558,000		653,000		1,109,000		1,304,000
		5,254,000		6,017,000		10,195,000		11,791,000
(Loss)
income from equity investees		(377,000	)	839,000		(1,071,000	)	685,000
Net (loss)
income		(1,353,000	)	$ 447,000		(2,722,000	)	$ 1,072,000
Net (loss) income per share of common stock
- Basic and Diluted	($	.06	)	$ .02	($	.12	)	$ .05
Weighted average shares outstanding - Basic and Diluted		22,085,830		22,101,308		22,089,555		22,102,402

See notes to condensed consolidated financial statements.

4

Siebert Financial Corp. & Subsidiaries Consolidated Statements of Cash Flows (Unaudited)

2013			2012
Cash flows from operating activities:
Net (loss) income	(2,722,000	)	$ 1,072,000
Adjustments to reconcile net (loss) income
to net cash provided by operating activities:
Depreciation and amortization	63,000		219,000
Write off of software development costs			433,000
Loss (income) from equity investees	1,071,000		(685,000	)
Distribution from equity investees	1,212,000		83,000
Changes in:
Securities owned, at fair value	(79,000	)	19,000
Receivable from brokers	956,000		(407,000	)
Prepaid expenses and other assets	80,000		49,000
Accounts payable and accrued liabilities	52,000		(329,000	)
Net cash provided by operating activities	633,000		454,000
Cash flows from investing activities:
Purchase of furniture, equipment and
leasehold improvements	(50,000	)	(187,000	)
Advances made to
equity investees	(66,000	)	(25,000	)
Distribution from equity investee	4,000
Net cash used in investing activities	(112,000	)	(212,000	)
Cash flows from financing activities:
Purchase of treasury shares	(19,000	)	(7,000	)
Net cash used in financing activities	(19,000	)	(7,000	)
Net increase in cash and cash equivalents	502,000		235,000
Cash and
cash equivalents - beginning of period	18,902,000		21,167,000
Cash and
cash equivalents - end of period	19,404,000		$ 21,402,000
Supplemental cash flow disclosures:
Cash paid for:
Income taxes	29,000		$ 15,000

See notes to condensed consolidated financial statements.

5

Siebert Financial Corp. & Subsidiaries Notes to Condensed Consolidated Financial Statements Six Months Ended June 30, 2013 and 2012 (Unaudited)

1.	Organization and Basis of Presentation:
	The consolidated financial statements include the accounts of Siebert
Financial Corp. (the “Company”) and its wholly owned subsidiaries Muriel
Siebert & Co., Inc. (“Siebert”) and Siebert Women’s Financial Network,
Inc. (“WFN”). All material intercompany balances and transactions have been
eliminated. Investment in two entities in which the Company has ownership
interests of 49% and 33.33%, respectively, are accounted for by the equity
method and included in investment in and advances to affiliates in the
consolidated statement of financial condition.
	The
condensed consolidated financial statements presented herein are unaudited
and include all adjustments (consisting of normal recurring adjustments)
which are, in the opinion of management, necessary for a fair presentation of
the financial position and results of operations of the interim periods
pursuant to the rules and regulations of the Securities and Exchange
Commission (the “SEC”). Certain information and footnote disclosures normally
included in annual financial statements prepared in accordance with generally
accepted accounting principles (“GAAP”) in the United States of America
(“U.S.”) have been condensed or omitted pursuant to the SEC rules and
regulations, although the Company believes that the disclosures made are
adequate to make the information not misleading. The balance sheet at
December 31, 2012 has been derived from the audited consolidated statement of
financial condition at that date, but does not include all information and
footnotes required by U.S. GAAP for complete financial statements. These
condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements included in the Company’s Form
10-K for the year ended December 31, 2012. Because of the nature of the
Company’s business, the results of operations for the three and six months
ended June 30, 2013 are not necessarily indicative of operating results
for the full year.
2.	Securities:
	Securities owned are carried at fair value with realized and
unrealized gains and losses reflected in trading profits. Siebert clears all
its security transactions through unaffiliated clearing firms on a fully
disclosed basis. Accordingly, Siebert does not hold funds or securities for,
or owe funds or securities to, its customers. Those functions are performed
by the clearing firms.
3.	Fair Value of Financial Instruments:
	Authoritative accounting guidance defines fair value, establishes a
framework for measuring fair value and establishes a fair value hierarchy.
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between participants at the
measurement date. Fair value measurements are not adjusted for transaction
costs. The fair value hierarchy prioritizes inputs to valuation techniques
used to measure fair value into three levels:
	Level 1 – Unadjusted quoted prices in active markets for identical
assets or liabilities.
	Level 2 – Inputs other than quoted prices that are observable, either
directly or indirectly, and reasonably available.
	Level 3 – Unobservable inputs which reflect the assumptions that
management develops based on available information about the assumptions
market participants would use in valuing the asset or liability.

6

Financial instruments of the Company which are recorded at fair value at June 30, 2013 follows:

	Level 1
Cash equivalents	$ 20,295,000
Securities	334,000
	$ 20,629,000

Cash equivalents primarily represent investments in money market funds. Securities consist of common stock valued on the last business day of the period at the last available reported sales price on the primary securities exchange. As of June 30, 2013, the Company did not hold any level 2 or level 3 financial instruments.

4.	Per Share Data:
	Basic
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average outstanding common shares during the period. Diluted
earnings per share is calculated by dividing net income by the number of
shares outstanding under the basic calculation and adding all dilutive
securities, which consist of options. The Company incurred a net
loss for the three and six months ended June 30, 2013. Accordingly, basic and
diluted net loss per common share are the same for each period as the effect
of stock options is anti-dilutive. There were no dilutive options for the
three and six months ended June 30, 2012. Accordingly, basic and diluted
income per share are the same for each period. Shares underlying stock options not
included in the diluted computation amounted to 400,000 at June 30, 2013 and
478,200 at June 30, 2012.
5.	Net Capital:
	Siebert is subject to the Securities and Exchange Commission’s
Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of
minimum net capital. Siebert has elected to use the alternative method,
permitted by the Rule, which requires that Siebert maintain minimum net
capital, as defined, equal to the greater of $250,000 or two percent of aggregate
debit balances arising from customer transactions, as defined. The Net
Capital Rule of the New York Stock Exchange also provides that equity capital
may not be withdrawn or cash dividends paid if resulting net capital would be
less than 5% of aggregate debits. As of June 30, 2013, Siebert had net
capital of approximately $17,144,000 as compared with net capital
requirements of $250,000. Siebert claims exemptions from the reserve
requirement under section 15c3-3(k)(2)(ii).
6.	Revenue:
	Commission
revenues and related clearing expenses are recorded on a trade-date basis.
Fees, consisting principally of revenue participation with the Company’s
clearing broker in distribution fees and interest, are recorded as earned.
	Investment
banking revenue includes gains and fees, net of syndicate expenses, arising
from underwriting syndicates in which the Company participates. Investment
banking management fees are recorded on the offering date, sales concessions
on the settlement date and underwriting fees at the time the underwriting is
completed and the income is reasonably determinable.
	Trading
profits are also recorded on a trade-date basis and principally represent
riskless principal transactions which the Company, after receiving an order,
buys or sells securities as principal and at the same time sells or buys the
securities with a markup or markdown to satisfy the order.
	Interest
is recorded on an accrual basis and dividends are recorded on the ex-dividend
date.

7

7.	Capital Transactions:
	On
January 22, 2008, the Board of Directors of the Company authorized a buy back
of up to 300,000 shares of common stock. Shares will be purchased from
time to time, at management’s discretion, in the open market and in private
transactions. During the six months ended June 30, 2013, the Company
purchased 12,266 shares at an average price of $1.56.
	There
are no stock option transactions during the six months ended June 30, 2013.
At June 30, 2013, there are 400,000 outstanding options at a weighted average
exercise price of $3.33, which were fully vested and exercisable. As of June
30, 2013, there were no unrecognized compensation costs.
8.	Investment in and advances to affiliates:
	Siebert, Brandford, Shank & Co., L.L.C.
(“SBS”)
	Siebert holds a 49% ownership interest in SBS which is engaged in
municipal bond underwritings. Income or loss from SBS is considered to be
integral to Siebert’s operations and material to its results of operations.

Summarized financial data of SBS is set forth below.

| Total assets, including secured demand note
of $1,200,000 due from Siebert | June 30, 2013 — $ 18,224,000 | | |
| --- | --- | --- | --- |
| Total liabilities, including subordinated
liabilities of $1,200,000 due to Siebert | 4,442,000 | | |
| Total members’ capital | 13,782,000 | | |
| Regulatory minimum net capital requirement | 250,000 | | |
| Six months ended: | | | |
| Total revenues | $ 9,028,000 | $ | 14,054,000 |
| Net income (loss) | (1,941,000 | ) | 1,432,000 |
| Three months ended: | | | |
| Total revenues | 5,034,000 | | 8,428,000 |
| Net income (loss) | (713,000 | ) | 1,730,000 |

| Siebert
charged SBS $50,000 and $38,000 for each of the six months ended June 30,
2013 and 2012, and $25,000 and $19,000 for each of the three months ended
June 30, 2013 and 2012, respectively, for general and administrative
services, which Siebert believes approximates the cost of furnishing such
services. |
| --- |
| Siebert’s
share of net (loss) income for the three months ended June 30, 2013 and 2012
amounted to ($349,000) and $847,000, respectively, and for the six months
ended June 30, 2013 and 2012 amounted to ($951,000) and $701,000 ,
respectively. |
| Siebert
received a distribution from SBS of $1,212,000 during the six months ended
June 30, 2013, and Siebert’s share of undistributed earnings from SBS
amounted to $6.4 million at June 30, 2013. Such amount may not be
immediately available for distribution to Siebert for various reasons
including the amount of SBS’s available |

8

| cash, the
provisions of the agreement among Siebert and the principals of SBS and SBS’s
continued compliance with its regulatory net capital requirements. |
| --- |
| SBS Financial Products Company, LLC (“SBSFPC”) |
| The Company
has a 33.33% ownership interest in, and the two individual principals of SBS
have an aggregate 66.66% ownership interest in, SBSFPC which engages in
derivatives transactions related to the municipal underwriting business.
Income /(loss) from SBSFPC is considered to be integral to the Company’s
operations and material to the results of operations. |
| Summarized
financial data of SBSFPC is set forth below. |

Total assets	June 30, 2013 — $ 143,444,000
Total liabilities	142,751,000
Total members’ capital	693,000
Six months ended:
Total revenues	(208,000	)*	51,000
Net loss	(360,000	)	(48,000	)
Three months ended:
Total revenues	14,000		30,000
Net loss	(85,000	)	(23,000	)
*Negative
balance was attributable to unrealized loss on derivative contracts.

| The Company’s share of net
loss of SBSFPC for the three months ended June 30, 2013 and 2012 amounted to
$28,000 and $8,000, respectively. The Company’s share of net loss for the six
months ended June 30, 2013 and 2012 amounted to $120,000 and $16,000,
respectively. |
| --- |
| At June 30,
2013, SBSFPC had cumulative distributions in excess of cumulative earnings in
the amount of $507,000, of which the Company’s share was $169,000. The
Company received a distribution from SBSFPC of $4,000 during the six months
ended June 30, 2013 which is shown on the statement of cash flows as an investing activity as it represents a return of capital. |
| In July 2013, as a result of the filing of a bankruptcy petition by the City of Detroit,
SBSFPC unwound certain derivative contracts with a financial institution pursuant to the terms of the contracts. The
contracts had a carrying value of $123,063,000 included in SBSFPC’s total liabilities at June 30, 2013. In connection
therewith, SBSFPC assigned certain derivative contracts with the City of Detroit to the financial institution, which had a
carrying value of $123,063,000 included in SBSFPC’s total assets at June 30, 2013. No gain or loss was recognized by
SBSFPC as a result of the unwinding and assignment of these derivative contracts and SBSFPC has no continuing obligations
or rights with respect to the derivative contracts. During the quarter ended March 31, 2013, SBSFPC incurred a loss of
$241,000 on the write-down in value of the derivative contracts with the City of Detroit to adjust their carrying value to
the carrying value of the derivative contracts with the financial institution. |

| 9. |
| --- |
| Retail customer transactions are cleared through clearing brokers on
a fully disclosed basis. If customers do not fulfill their contractual obligations,
the clearing broker may charge Siebert for any loss incurred in connection
with the purchase or sale of securities at prevailing market prices to
satisfy the customer obligations. Siebert regularly monitors the activity in
its customer accounts for compliance with its margin requirements. Siebert is
exposed to the risk of loss on unsettled customer transactions if customers
are unable to fulfill their contractual obligations. There were no material
losses for unsettled customer transactions for the six months ended June 30,
2013 and 2012. |
| In a prior year, Siebert was named as one of the defendants in a
class action pending in the United States District Court, Southern District
of New York. The complaint was brought on behalf of a class of purchasers in
a public offering by Lehman Brothers Holdings, Inc. of $1,500,000,000 of
6.75% Subordinated Notes due 2017 (the “Notes”) and certain
smaller issuances of other securities. Siebert had agreed to purchase $15
million of the Notes and $462,953 of the other securities as an underwriter
in the offerings. Siebert and the plaintiffs’ class resolved all claims
against Siebert in consideration of a $1 million payment by Siebert which was
paid in a prior year. As certain plaintiffs did not agree to a settlement or
purchased securities which were not covered by the |

9

| | settlement, additional liability to Siebert is possible. At present,
Siebert is unable to determine the potential liability, if any. |
| --- | --- |
| | Siebert is party to certain claims, suits and complaints arising in
the ordinary course of business. In the opinion of management all such
claims, suits and complaints are without merit, or involve amounts which
would not have a material effect on the financial position or results of
operations of the Company. |
| | Siebert is party to a Secured Demand Note Collateral Agreement, as
amended on July 27, 2012, with SBS which obligates Siebert to lend SBS, on a
subordinated basis, up to $1,200,000. The secured demand note payable held by
SBS and a related $1,200,000 receivable due from SBS are included in
investments in and advances to equity investees in the accompanying
consolidated statements of financial condition. Amounts that Siebert is
obligated to lend under this arrangement are collateralized by cash
equivalents of $1,532,000. Any amounts loaned will bear interest at 4% per
annum and are repayable on August 31, 2014. |
| | During the quarter ended June 30, 2013, the Company amended its lease agreement for its New
York office to extend the expiration date from 2014 to 2017. Additional obligations relating to the extension of this
lease aggregates $1,487,000. |
| 10. | Income Taxes: |
| | No tax benefit has been recognized for the loss in the 2013 periods as the Company has
provided a valuation allowance to fully reserve the related deferred tax asset as realization of such asset is not
considered more likely than not due to cumulative losses incurred by the Company and its subsidiaries during the prior
three years. There is no provision for income taxes on income in the 2012 period as the Company had available net operating
loss carryforwards (which had been fully reserved) to offset such income. |
| 11. | Impairment of Fixed Assets: |
| | On June 30, 2012, the Company discontinued its relationship with a
software vendor, which had developed and maintained its website. As a result,
the Company wrote off its remaining unamortized carrying value of development
costs of $433,000. Effective July 1, 2012, such services have been provided
by the Company’s clearing broker. |
| 12. | Reclassification: |
| | For the three and six months ended June 30,
2012, the Company previously reported various minimum state taxes based on capital as income taxes on the consolidated statement of operations.
The Company has reclassified such taxes to general and administrative expenses
to conform to the 2013 presentation. |
| 13. | Concentration: |
| | During each of the three and six months ended June 30, 2012,
commission income earned from one customer accounted for approximately 19% of
total revenue. |
| 14. | Subsequent Event: |
| | In July 2013, the Company extended its fully disclosed clearing agreement
with its clearing broker through July 2017. |

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2012, and the unaudited consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Business Environment

Our working capital is invested primarily in money market funds, so that liquidity has not been materially affected. The financial crisis that started in 2008 did have the effect of reducing participation in the securities market by our retail and institutional customers, which had an adverse effect on our revenues. The stock market has improved in the six months ended June 30, 2013, however our revenue has not improved during this period. Our affiliate, Siebert,

10

Brandford, Shank & Co., L.L.C. (“SBS”) had a loss for the current six months period of approximately $1.9 million compared to a gain of $1.4 million for the same period last year. SBS’s loss resulted in a loss to the Company of $951,000 for the current six month period. Our expenses include the costs of an arbitration proceeding commenced by a former employee following the termination of his employment, which remains unresolved. The Company believes that the action is without merit, but the costs of defense, which are included as professional expenses, have adversely affected the Company’s results of operation and may continue to affect the results of operations until the action is completed. Competition in the brokerage industry remains intense.

The following table sets forth certain metrics as of June 30, 2013 and 2012 and for the three and six months ended June 30, 2013 and 2012, respectively, which we use in evaluating our business.

| Retail
Customer Activity: | For the Three Months ended June 30, — 2013 | 2012 | For the Six Months ended June 30, — 2013 | 2012 |
| --- | --- | --- | --- | --- |
| Total retail
trades: | 89,382 | 86,096 | 175,376 | 189,219 |
| Average
commission per retail trade: | $ 22.35 | $ 30.16 | $24.05 | $ 31.03 |
| | As of June 30, | | | |
| Retail
customer balances: | 2013 | 2012 | | |
| Retail
customer net worth (in billions): | $ 6.8 | $ 6.5 | | |
| Retail
customer money market fund value (in billions): | $ 1.1 | $ 1.0 | | |
| Retail
customer margin debit balances (in millions): | $ 204.8 | $ 221.6 | | |
| Retail
customer accounts with positions: | 39,585 | 42,934 | | |

Description:

| • | Total retail
trades represent retail trades that generate commissions. |
| --- | --- |
| • | Average
commission per retail trade represents the average commission generated for
all types of retail customer trades. |
| • | Retail
customer net worth represents the total value of securities and cash in the
retail customer accounts before deducting margin debits. |
| • | Retail
customer money market fund value represents all retail customers accounts
invested in money market funds. |
| • | Retail
customer margin debits balances represent credit extended to our customers to
finance their purchases against current positions. |
| • | Retail
customer accounts with positions represent retail customers with cash and/or
securities in their accounts. |

11

Like other securities firms, we are directly affected by general economic and market conditions including fluctuations in volume and prices of securities, changes and prospects for changes in interest rates and demand for brokerage and investment banking services, all of which can affect our relative profitability. In periods of reduced market activity, profitability is likely to be adversely affected because certain expenses, including salaries and related costs, portions of communications costs and occupancy expenses remain relatively fixed. Earnings, or loss, for any period should not be considered representative of any other period.

Recent Developments

On January 23, 2008, the Board of Directors of the Company authorized a buy back of up to 300,000 shares of common stock. Shares will be purchased from time to time, in our discretion, in the open market and in private transactions. During the six months ended June 30, 2013, the Company purchased 12,266 shares at an average price of $1.56.

Critical Accounting Policies

We generally follow accounting policies standard in the brokerage industry and believe that our policies appropriately reflect our financial position and results of operations. Our management makes significant estimates that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities included in the financial statements. The estimates relate primarily to revenue and expense items in the normal course of business as to which we receive no confirmations, invoices, or other documentation at the time the books are closed for a period. We use our best judgment, based on our knowledge of these revenue transactions and expenses incurred, to estimate the amounts of such revenue and expense. Estimates are also used in determining the useful lives of intangible assets, and the fair market value of intangible assets and securities. Our management believes that its estimates are reasonable.

Results of Operations

We had a net loss of $1,353,000 and $2,722,000 for the three months and six months ended June 30, 2013, respectively.

Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012

Total revenues for the three months ended June 30, 2013 were $4.3 million, a decrease of $1.3 million or 23.9% from the same period in 2012.

Commission and fee income for the three months ended June 30, 2013 was $2.9 million, a decrease of 975,000 or 25.1% from the same period in 2012 primarily due to a decrease in average commissions charged per trade as a result of a decrease in retail options trading by one customer who accounted for approximately 26.0% of total commission and fees in the three months ended June 30, 2012, as well as a decrease in our commission recapture operations and our institutional trading commissions.

Investment banking revenues for the three months ended June 30, 2013 were $751,000, an decrease of $447,000 or 37.3% from the same period in 2012 due to our reduced participation in new issues in the equity and debt capital markets.

Trading profits were $607,000 for the three months ended June 30, 2013, an increase of $76,000 or 14.3% from the same period in 2012 due to an overall increase in trading volume primarily in the debt markets.

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Interest and dividends for the three months ended June 30, 2013 were $16,000, a decrease of $1,000 or 5.9% from the same period in 2012 .

Total expenses for each of the three months ended June 30, 2013 and 2012 were $5.3 million, a decrease of 763,000 or 12.7% from the same period in 2012.

Employee compensation and benefit costs for the three months ended June 30, 2013 were $2.2 million, a decrease $382,000 or 14.5% from the same period in 2012 due to a decrease in commission and bonus paid based on production in the capital markets and retail operations.

Clearing and floor brokerage costs for the three months ended June 30, 2013 were $675,000, an increase of $8,000 or 1.2% from the same period in 2012 due to an increase in execution charges for institutional trading operations.

Professional fees for the three months ended June 30, 2013, were $1.1 million, an increase of $289,000 or 35.2% from the same period in 2012 primarily due to increases in legal fees relating to a dispute with a former employee.

Advertising and promotion expenses for the three months ended June 30, 2013 were $76,000, a decrease of $13,000 or 14.6% from the same period in 2012 due to a decrease in public relations costs.

Communications expense for the three months ended June 30, 2013, was $328,000, a decrease of $170,000 or 34.1% from the same period in 2012 primarily due to a decrease in Bloomberg devices due to fewer employees in the Institutional Trading department and the elimination of costs associated with the discontinuance of our website developed and maintained by a software vendor as of June 2012.

Occupancy costs for the three months ended June 30, 2013 were $259,000, an increase of $33,000 or 14.6% from the same period in 2012 due to the increase in our New York office rents.

Write off of software development costs of $433,000 was due to the Company’s discontinuation of its relationship with a software vendor on June 30, 2012, which had developed and maintained its website. As a result, the Company wrote off its remaining unamortized carrying value of development costs of $433,000. Effective July 1, 2012, such services have been provided by our clearing broker.

Other general and administrative expenses for the three months ended June 30, 2013 were $558,000, a decrease of $95,000 or 14.5% from the same period in 2012 due to a decrease in depreciation.

Income from Siebert’s equity investment in SBS, an entity in which Siebert holds a 49% equity interest, for the three months ended June 30, 2013, was a loss of $349,000, compared to income of $847,000 from the same period in 2012 due to SBS participating in fewer senior managed and co-managed transactions. Loss from our equity investment in SBS Financial Products Company, LLC, an entity in which we hold a 33.33% equity interest (“SBSFPC”) for the three months ended June 30, 2013, was $28,000 as compared to $8,000 for the same period in 2012. The losses in 2013 and 2012 were due to the mark to market loss in positions. Income and loss from equity investees is considered to be integral to our operations and material to the results of operations.

No tax benefit related to the pre-tax loss was recorded for the three months ended June 30, 2013 due to the recording of a full valuation allowance to offset deferred tax assets based on recent cumulative losses and the likelihood of realization of such assets. There is no provision for income taxes for the three months ended June 30, 2012 because the Company utilized its net operating loss carry forward for which no benefit was previously recognized.

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

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Total revenues for the six months ended June 30, 2013 were $8.5 million, a decrease of $3.6 million or 29.8% from the same period in 2012.

Commission and fee income for the six months ended June 30, 2013 was $5.9 million, a decrease of $3.1 million or 34.8% from the same period in 2012 primarily due to an decrease in average commissions charged per trade as a result of a decrease in retail options trading by one customer, which accounted for approximately 26.0% of total commission and fees in the six months ended June 30, 2012, as well as a decrease in our commission recapture and institutional trading commissions.

Investment banking revenues for the six months ended June 30, 2013 were $1.5 million, a decrease of $226,000 or 13.2% from the same period in 2012 due to our reduced participation in new issues in the equity and debt capital markets.

Trading profits were $1.1 million for the six months ended June 30, 2013, a decrease of $252,000 or 18.1% from the same period in 2012 due to an overall decrease in customer trading volume in the debt markets.

Interest and dividends for the six months ended June 30, 2013 were $32,000, a decrease of $8,000 or 20.0% from the same period in 2012 primarily due to lower cash balances.

Total expenses for the six months ended June 30, 2013 were $10.2 million, a decrease of $1.6 million or 13.5% from the same period in 2012.

Employee compensation and benefit costs for the six months ended June 30, 2013 were $4.5 million, a decrease of $612,000 or 12.0% from the same period in 2012 due to a decrease in commissions paid based on production in the capital markets.

Clearing and floor brokerage costs for the six months ended June 30, 2013 were $1.3 million, a decrease of $375,000 or 22.9% from the same period in 2012 due to overall decrease in retail trading volume. The decrease in costs reflects a lower volume of retail options trading which costs more to clear as well as a decrease in clearing charges for our commission recapture operations.

Professional fees for the six months ended June 30, 2013 were $2.0 million, an increase of $343,000 or 21.3% from the same period in 2012 primarily due to increases in legal fees relating to a dispute with a former employee.

Advertising and promotion expenses for the six months ended June 30, 2013 were $175,000, a decrease of $52,000 or 22.9% from the same period in 2012 primarily due to a decrease in online advertising.

Communications expense for the six months ended June 30, 2013 were $675,000, a decrease of $311,000 or 31.5% from the same period in 2012 primarily due to a decrease in Bloomberg devices due to fewer employees in the Institutional Trading department and the elimination of costs associated with the discontinuance of our website developed and maintained by a software vendor as of June 2012.

Occupancy costs for the six months ended June 30, 2013 were $516,000, an increase of $39,000 or 8.2% from the same period in 2012 due to an increase in our New York office rents.

Write off of software development costs of $433,000 was due to the Company’s discontinuation of its relationship with a software vendor on June 30, 2012, which had developed and maintained its website. As a result, the Company wrote off its remaining unamortized carrying value of development costs of $433,000. Effective July 1, 2012, such services have been provided by our clearing broker.

Other general and administrative expenses for the six months ended June 30, 2013 were $1.1 million, a decrease of $195,000 or 15.0% from the same period in 2012 due to a decrease in depreciation, training and computer updates.

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Income from Siebert’s equity investment in SBS, an entity in which Siebert holds a 49% equity interest for the six months ended June 30, 2013, was a loss of $951,000, compared to income of $701,000 from the same period in 2012 due to SBS participating in fewer senior managed and co-managed transactions. Loss from our equity investment in SBSFPC, an entity in which we hold a 33.33% equity interest, for the six months ended June 30, 2013, was a loss $120,000 as compared to a loss of $16,000 from the same period in 2012. The losses in 2013 and 2012 were due to the mark to market loss in positions. Income and loss from equity investees is considered to be integral to our operations and material to the results of operations.

No tax benefit related to the pre-tax loss was recorded for the six months ended June 30, 2013 due to the recording of a full valuation allowance to offset deferred tax assets based on recent cumulative losses and the likelihood of realization of such assets. There is no provision for income taxes for the six months ended June 30, 2012 because the Company utilized its net operating loss carry forward for which no benefit was previously recognized.

Liquidity and Capital Resources

Our assets are highly liquid, consisting generally of cash in money market funds. Our total assets at June 30, 2013 were $30.8 million. As of that date, we regarded $20.4 million, or 66%, of total assets as highly liquid.

Siebert is subject to the net capital requirements of the SEC, the NYSE and other regulatory authorities. At June 30, 2013, Siebert’s regulatory net capital was $17.1 million, $16.9 million in excess of its minimum capital requirement of $250,000.

On January 22, 2008, the Board of Directors of the Company authorized a buy back of up to 300,000 shares of common stock. During the six months ended June 30, 2013, 12,266 shares were purchased at an average price of $1.56 per share.

Siebert has entered into a Secured Demand Note Collateral Agreement with SBS under which Siebert is obligated to lend to SBS up to $1.2 million on a subordinated basis collateralized by cash equivalents of approximately $1.5 million as of June 30, 2013. Amounts obligated to be loaned by Siebert under the facility are reflected on our balance sheet as “cash equivalents – restricted”. SBS pays Siebert interest on this amount at the rate of 4% per annum. The facility expires on August 31, 2014 at which time SBS is obligated to repay to Siebert any amounts borrowed by SBS thereunder.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Working capital is generally invested temporarily in dollar denominated money market funds. These investments are not subject to material changes in value due to interest rate movements.

Retail customer transactions are cleared through clearing brokers on a fully disclosed basis. If customers do not fulfill their contractual obligations, the clearing broker may charge Siebert for any loss incurred in connection with the purchase or sale of securities at prevailing market prices to satisfy the customers’ obligations. Siebert regularly monitors the activity in its customer accounts for compliance with its margin requirements. Siebert is exposed to the risk of loss on unsettled customer transactions if customers and other counter-parties are unable to fulfill their contractual obligations. There were no material losses for unsettled customer transaction as of June 30, 2013.

Item 4. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are effective to ensure that the information we are required to disclose in reports that we file or submit under the Securities Exchange

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Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding timely disclosure.

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various routine lawsuits of a nature deemed to be customary and incidental to our business. In the opinion of management, the ultimate disposition of such actions will not have a material adverse effect on the Company’s financial position or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, which could materially affect our business, financial position and results of operations. There are no material changes from the risk factors set forth in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

On January 23, 2008, our Board of Directors authorized the repurchase of up to 300,000 shares of our common stock. Shares will be purchased from time to time, in our discretion, in the open market and in private transactions. There is no expiration date for our stock repurchase plan.

We purchased 2,360 shares at an average price of $1.56 in the second quarter of 2013.

A summary of our repurchase activity for the three months ended June 30, 2013 is as follows:

Issuer Purchases of Equity Securities

Period	Total Number Of Shares Purchased		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under The Plans or Programs
April 2013	1,390	$ 1.52	128,167	171,833
May 2013	970	$ 1.62	129,137	170,863
June 2013	—	—	129,137	170,863
Total	2,360	$ 1.56	129,137	170,863

All of the purchases were made in open market transactions.

Item 5. Other Information

Effective August 9, 2013, Muriel F. Siebert, our Chairwoman and President has taken a temporary leave of absence from her responsibilities as our principal executive officer. In her absence, Joseph M. Ramos, our Executive Vice President and Chief Financial Officer, is performing a similar function as a principal executive officer to those performed by Ms. Siebert.

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Item 6. Exhibits

| 31.1 | Certification of Joseph M. Ramos, Jr. pursuant to Exchange Act Rule
13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
| --- | --- |
| 32.1 | Certification of Joseph M. Ramos, Jr. of Periodic Financial Report
under Section 906 of the Sarbanes-Oxley Act of 2002. |

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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.

SIEBERT FINANCIAL CORP.

By:
Joseph M.
Ramos, Jr.
Executive
Vice President and Chief Financial Officer
(principal
financial and accounting officer and person performing similar function as principal executive officer)
Dated:
August 14, 2013

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