-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EOkNVIvO23rLFRi1KlLK4plSGMsKVYEFDjCiscr9MbaXhulGdRSBrIAL1NzYGQaC UzWbSnPptMYub7qBcfd+/A== 0000950123-96-006794.txt : 19961121 0000950123-96-006794.hdr.sgml : 19961121 ACCESSION NUMBER: 0000950123-96-006794 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961119 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIEBERT FINANCIAL CORP CENTRAL INDEX KEY: 0000065596 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 111796714 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-05703 FILM NUMBER: 96669352 BUSINESS ADDRESS: STREET 1: 182 SMITH ST CITY: BROOKLYN STATE: NY ZIP: 11201 BUSINESS PHONE: 7188526100 MAIL ADDRESS: STREET 1: 182 SMITH ST CITY: BROOKLYN STATE: NY ZIP: 11201 FORMER COMPANY: FORMER CONFORMED NAME: MICHAELS J INC DATE OF NAME CHANGE: 19950221 10-Q 1 FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1996 Commission file number 0-5703 SIEBERT FINANCIAL CORP. (formerly J. Michaels, Inc.) (Exact name of registrant as specified in its charter.) New York 11-1796714 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 885 Third Avenue, New York, NY 10022 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212-644-2400 J. Michaels, Inc., 182 Smith Street, Brooklyn, NY 11201 (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 [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: Common Stock, $1 Par Value - 916,282 shares as of November 1, 1996. 2 Part I - Financial Information Item 1. Financial Statements J. MICHAELS, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Amounts in Thousands except per share data)
Six Months Three Months ended Sept. 30, ended Sept. 30, ----------------------------- ---------------------------- 1996 1995 1996 1995 ---- ---- ---- ---- (unaudited) (unaudited) Discontinued Operations: Income (loss) from discontinued operations (net of income tax provision (benefit) of ($168) and $13 respectively) $ (251) $ 19 $ (89) $ (61) Gain on deposition of assets (net of income tax provision (benefit) of $530 and $0 respectively) 794 0 164 0 --------- --------- --------- --------- NET INCOME $ 543 $ 19 $ 375 $ (61) ========= --------- ========= ========= (LOSS) Earnings $ .60 $ .02 $ .40 $ (.07) ========= ========= ========= ========= (loss) per share Cash dividends per share $ 0 $ .19 $ 0 $ .09 ========= ========= ========= ========= Weighted average number of shares outstanding 903,782 851,282 916,282 851,282 ========= ========= ========= =========
See notes to consolidated financial statements. 3 J. MICHAELS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
A S S E T S 9/30/96 3/31/96 ------- ------- (unaudited) Assets held for disposal $16,497,279 $15,935,393 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities $ 56,624 $ 345,085 ----------- ----------- Shareholders' equity: Common stock 1,170,369 1,145,369 Additional paid- in capital 1,687,359 1,405,224 Net unrealized gain on securi- ties available for sale Retained earnings 14,452,014 13,908,802 ----------- ----------- 17,309,742 16,459,395 Less common stock held in treasury, at cost 489,087 489,087 Less notes receivable from shareholder 380,000 380,000 ----------- ----------- Total shareholders' equity $16,440,655 $15,590,308 ----------- ----------- Total $16,497,279 $15,935,393 =========== ===========
See notes to consolidated financial statements. 4 J. MICHAELS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Amounts in thousands)
SIX MONTHS ENDED 9/30/96 9/30/95 ------- ------- CASH FLOW FROM DISCONTINUED OPERATIONS: Net Income $ 543 $ 19 Adjustments to reconcile net income to net cash provided by discontinued operations: Depreciation 66 47 Gains from sale of assets (1,324) 0 Decrease (increase) in current assets held for disposal 1,664 414 Increase (decrease) in liabilities (287) 94 -------- -------- Net cash flow provided by discontinued operations 662 574 -------- -------- CASH FLOW FROM INVEST- MENT ACTIVITIES Purchase of fixed assets (35) (136) Decrease (increase) in unrestricted cash 0 1,012 Decrease (increase) in investments 0 (3,558) Proceeds on sale of Assets 1,608 0 -------- -------- Net cash flow provided by (used in) financing activities 1,573 (2,682) -------- -------- CASH FLOW FROM FINANCING ACTIVITIES Proceeds from exercise of stock options 307 0 Payments of cash dividends to stockholders 0 (153) -------- -------- Net cash flows provided by (used in) financing activities 307 (153) -------- -------- Net Increase (decrease) in cash and cash equivalents 2,542 (2,261) Cash and cash equivalents beginning of period $ 11,121 $ 9,058 -------- -------- Cash and cash equivalents end of period $ 13,663 $ 6,797 ======== ========
See notes to consolidated financial statements. 5 J. MICHAELS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During fiscal 1996, the management of the Company decided to discontinue its existing retail furniture business. On April 24, 1996 the Company signed a definitive Plan and Agreement of Merger with Muriel Siebert Capital Markets Group, Inc. ("MSCMG") providing for the merger of MSCMG into the Company (the "Merger"). Shortly before the effective date of the Merger, Muriel Siebert, the sole shareholder of MSCMG, contributed 1,000 shares of Muriel Siebert & Co., Inc. ("Siebert"), a company engaged in the retail discount brokerage and investment banking business, being 100% of the shares outstanding, to MSCMG. The Company will distribute the proceeds and all its assets, other than its shares of Siebert, to the pre-Merger stockholders of the Company who will, by virtue of the Merger, collectively retain a 2 1/2% interest in the surviving company which will change its name to Siebert Financial Corp. The merger was consummated on November 8, 1996. On November 12, 1996 the Company paid a cash dividend of $11.50 per share to its pre-Merger shareholders of record on November 8, 1996. The consolidated financial statements include the accounts of J. Michaels, Inc. and its wholly owned subsidiaries. The financial information presented is unaudited. Such information reflects all adjustments which, in the opinion of management, are necessary for a fair presentation. For further information, refer to the consolidated financial statements and footnotes thereto incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996. Future filings will include only the accounts of Siebert Financial Corp. and its wholly owned subsidiary, Siebert. Earnings per share is computed by dividing net earnings (loss) by the weighted average number of shares outstanding during the period. On July 7, 1996, the President and a director exercised their stock options to purchase 25,000 shares. There are no other options outstanding. The J. Michaels, Inc. Trust, the successor to the pre-Merger assets of the Company, continues to have an agreement to sell the buildings and real property representing the Smith Street store and warehouse and the Broadway store for amounts which are substantially in excess of the remaining book cost of such buildings and property. 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. J. Michaels, Inc. and its subsidiaries were previously engaged in the retail sale of household furnishings, primarily on credit. The Company also operated a retail furniture leasing division in the Buffalo, N.Y. area. During the Company's 1996 fiscal year, the Company decided to discontinue its existing furniture business and is in the process of selling its assets. The financial statements contained in this report have accordingly been restated to reflect all of the Company's operations as a discontinued operation, and the discussion set forth herein is historical in nature. The data submitted below reflects, among other things, the sale of the retail and leasing operations in Buffalo and the sale of the Company's Fifth Avenue Store. The Company has retained the retail accounts receivable related thereto and continues to collect same. Expenses include severance and other payroll termination costs of employees who have left. Net income for the three months ended September 30, 1996 was $543,000 compared to $19,000 for the same period last year. The $543,000 includes a gain of $773,000 on the sale of the Fifth Avenue store. Revenues this period decreased to $1,094,000 compared to $2,973,000 in the previous year period. Selling, general and administrative expenses decreased to $1,119,000 from $1,846,000 in the same period last year. Bad debts expense decreased by $57,000 from the comparable previous year period. In 1996, income was additionally charged in the amount of $103,000 representing franchise taxes payable for prior years. As at November 1, 1996, the Company has little or no retail sales. It continues to earn interest on its receivables and continues to collect its receivables. The Company has contracted to sell the buildings and real property representing the Smith Street store and warehouse and its Broadway store. It continues to negotiate the sale of its Fulton Street store. 7 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders On September 22, 1996, the shareholders of the Company approved the merger (the "Merger") of Muriel Siebert Capital Markets Group, Inc. ("Siebert") with and into the Company, the change of name of the Company to Siebert Financial Corp., the change in the par value of the common stock to $.01 per share, and an increase in the number of authorized shares to 49,000,000. On October 31, 1996, the shareholders of the Company approved a 1-for-7 reverse stock split, to be effective immediately following the Merger. Item 5. Other Information On November 8, 1996, the Merger was consummated. In connection therewith, the name of the Company was changed to Siebert Financial Corp., the par value was changed to $.01 and the authorized shares were increased as described above and a 1-for-7 reverse stock split was effected. Shareholders of the Company immediately prior to the Merger received an initial distribution of $11.50 per pre-reverse split share. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 27 Financial Data Schedule (EDGAR filing only) (b) Reports on Form 8-K: none. 8 SIGNATURES Pursuant to the requirement 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. By: /s/ T.K. Flatley --------------------------- T.K. Flatley Chief Financial Officer (on behalf of the Registrant and as principal financial officer) Dated: November 19, 1996 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS MAR-31-1996 JUL-01-1996 SEP-30-1996 0 0 0 0 0 0 0 0 16,497 57 0 0 0 1,170 15,270 16,497 0 0 0 0 0 0 0 0 0 0 375 0 0 375 .40 .40
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