-----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, BeODW+KbtXuJOIVqR63ICA24/UBRzAhJD/y7aEqEp3A12R9f8Qc5T3ve+huKYoLi pEC3I21yZZxYj9CyH8UpDQ== 0000791963-01-500009.txt : 20010503 0000791963-01-500009.hdr.sgml : 20010503 ACCESSION NUMBER: 0000791963-01-500009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAHNESTOCK VINER HOLDINGS INC CENTRAL INDEX KEY: 0000791963 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 980080034 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12043 FILM NUMBER: 1619663 BUSINESS ADDRESS: STREET 1: SUITE 1110, P.O. BOX 2015 STREET 2: 20 EGLINTON AVE. WEST M4R 1K8 CITY: TORONTO STATE: A0 BUSINESS PHONE: (416)322-1515 MAIL ADDRESS: STREET 1: PO BOX 2015 SUITE 1110 STREET 2: 20 EGLINTON AVENUE WEST CITY: TORONTO M4R 1K8 STATE: A6 10-Q 1 qa301.htm qa301

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 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 March 31, 2001

or

[ ] 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: 1-12043

FAHNESTOCK VINER HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Ontario, Canada 98-0080034

State or jurisdiction of (I.R.S. Employer

incorporation or organization Identification No.)

P.O. Box 2015, Suite 1110

20 Eglinton Avenue West

Toronto, Ontario, Canada M4R 1K8

(Address of principal executive offices)

(Zip Code)

416-322-1515

(Registrant's telephone number, including area code)

Not applicable

(Former name, address and former fiscal year, if changed since last report)

Indicate by check mark whether 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 [ ]

The number of shares of the Company's Class A non-voting shares and Class B voting shares (being the only classes of common stock of the Company), outstanding on April 19, 2001 was 12,257,135 and 99,680 shares, respectively.

 

FAHNESTOCK VINER HOLDINGS INC.

INDEX

PART I FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Condensed Consolidated Balance Sheets as of March 31, 2001and December 31, 2000

Condensed Consolidated Statements of Operations for the three months ended March 31, 2001 and 2000

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and 2000

Notes to Condensed Consolidated Financial Statements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

PART II OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security-Holders

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES

 

FAHNESTOCK VINER HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

Expressed in thousands of U.S. dollars

MARCH 31,
2001

DECEMBER 31, 2000

 
ASSETS    
Current assets    
Cash and short-term deposits

$12,561

$14,669

Restricted deposits

2,807

2,712

Securities purchased under agreement to resell

1,301

23,500

Deposits with clearing organizations

5,416

5,917

Receivable from brokers and clearing organizations

590,631

130,657

Receivable from customers

343,182

428,582

Securities owned, at market value

44,626

51,543

Other

24,647

23,050

 

1,025,171

680,630

Other assets    
Stock exchange seats (approximate market value    
$8,161; $8,258 in 2000)

3,018

3,018

Fixed assets, net of accumulated depreciation of    
$15,624; $14,961 in 2000

9,140

9,687

Goodwill, at amortized cost

4,038

4,147

 

16,196

16,852

     
 

$1,041,367

$697,482

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

FAHNESTOCK VINER HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

Expressed in thousands of U.S. dollars

MARCH 31,
2001

DECEMBER 31, 2000

     
LIABILITIES AND SHAREHOLDERS' EQUITY    
Current liabilities    
Drafts payable

$14,039

$26,464

Bank call loans

37,666

25,899

Securities sold under agreement to repurchase

455,155

23,500

Payable to brokers and clearing organizations

144,184

222,150

Payable to customers

102,188

124,534

Securities sold, but not yet purchased, at market value

12,631

8,153

Accounts payable and other liabilities

34,249

40,003

Income taxes payable

7,794

4,979

 

807,906

475,682

     
Shareholders' equity    
Share capital    
12,255,285 Class A non-voting shares    
(2000 - 11,990,969 shares)

32,897

29,550

99,680 Class B voting shares

133

133

 

33,030

29,683

Contributed capital

3,795

3,499

Retained earnings

196,636

188,618

 

233,461

221,800

     
 

$1,041,367

$697,482

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

FAHNESTOCK VINER HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

FOR THE THREE MONTHS ENDED MARCH 31,

Expressed in thousands of U.S. dollars, except per share amounts

2001

2000

 
REVENUE:    
Commissions

$30,195

$38,232

Principal transactions, net

18,097

40,944

Interest

13,488

13,674

Underwriting fees

2,927

2,981

Advisory fees

5,662

5,768

Other

3,126

1,793

 

73,495

103,392

     
EXPENSES:    
Compensation and related expenses

36,676

47,036

Clearing and exchange fees

836

2,289

Communications

5,823

6,020

Occupancy costs

2,899

3,265

Interest

6,831

6,650

Other

4,810

3,807

 

57,875

69,067

Profit before income taxes

15,620

34,325

Income tax provision

6,503

15,745

NET PROFIT FOR PERIOD

$9,117

$18,580

     
Earnings per share    
- basic

$0.74

$1.53

- diluted

$0.71

$1.51

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

FAHNESTOCK VINER HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

FOR THE THREE MONTHS ENDED MARCH 31,

Expressed in thousands of U.S. dollars

2001

2000

     
Cash flows from operating activities:    
Net profit for the period

$9,117

$18,580

Adjustments to reconcile net profit to net cash provided    
by (used in) operating activities:    
Non-cash items included in net profit:    
Depreciation and amortization

806

863

Decrease (increase) in operating assets:    
Restricted deposits

(95)

(289)

Securities purchased under agreement to resell

22,199

23,526

Deposits with clearing organizations

501

(5,120)

Receivable from brokers and clearing organizations

(459,974)

(26,926)

Receivable from customers

85,400

(124,135)

Securities owned

6,917

3,700

Other assets

(1,597)

(305)

Increase (decrease) in operating liabilities:    
Drafts payable

(12,425)

3,086

Securities sold under agreement to repurchase

431,655

(25,000)

Payable to brokers and clearing organizations

(77,966)

20,215

Payable to customers

(22,346)

34,054

Securities sold, but not yet purchased

4,478

1,514

Accounts payable and other liabilities

(5,754)

(1,268)

Tax benefit from employee stock options exercised

296

-

Income taxes payable

2,815

(7,310)

Cash used in operating activities

(15,973)

(84,815)

Cash flows from investing activities:    
Purchase of fixed assets

(150)

(244)

Cash used in investing activities

(150)

(244)

Cash flows from financing activities:    
Cash dividends paid on Class A non-voting and Class B shares

(1,099)

(855)

Issuance of Class A non-voting shares

3,347

14

Repurchase of Class A non-voting shares for cancellation

-

(2,208)

Subordinated loans payable

-

(30)

Increase in bank call loans

11,767

88,959

Cash provided by financing activities

14,015

85,880

Net (decrease) increase in cash and short-term deposits

(2,108)

821

Cash and short-term deposits, beginning of period

14,669

10,838

Cash and short-term deposits, end of period

$12,561

$11,659

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

FAHNESTOCK VINER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

The condensed consolidated financial statements include the accounts of Fahnestock Viner Holdings Inc. ("FVH") and its subsidiaries ( together, the "Company"). The principal subsidiary of FVH is Fahnestock & Co. Inc. ("Fahnestock"), a registered broker-dealer in securities. The Company engages in a broad range of activities in the securities industry, including retail securities brokerage, institutional sales and trading, investment banking (both corporate and public finance), underwritings, research, market-making, and investment advisory and asset management services. The Company provides its services from 75 offices in 15 states located primarily in the Northeastern United States, Michigan, the Midwest and Florida. Fahnestock conducts business in Toronto, Canada and in South America through local broker-dealers. The Company employs approximately 1,260 people, of whom 735 are financial consultants.

All material intercompany accounts have been eliminated in consolidation.

The Company’s condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") with respect to Form 10-Q and do not include all of the information and footnotes required under accounting principles generally accepted in the United States of America for complete financial statements. These financial statements should be read in conjunction with the Company’s most recent annual report on Form 10-K for the year ended December 31, 2000 including the summary of significant accounting policies utilized by the Company.

The financial statements include all adjustments which, in the opinion of management, are normal and recurring and necessary for a fair presentation of the results of operations, financial position and cash flows for the interim periods presented. The nature of the Company’s business is such that the results of operations for the interim periods are not necessarily indicative of the results to be expected for a full year.

These condensed consolidated financial statements are presented in U.S. dollars.

 

2. Earnings per share

Earnings per share was computed by dividing net profit by the weighted average number of Class A non-voting and Class B shares outstanding. Diluted earnings per share includes the weighted average Class A non-voting and Class B shares outstanding and the effects of Class A non-voting share options using the treasury stock method.

Earnings per share has been calculated as follows:

 

Three Months Ended March 31,

 

2001

2000

     
Basic weighted average number of shares outstanding

12,304,735

12,182,624

Net effect, treasury method

484,365

143,563

Diluted common shares

12,789,100

12,326,187

     
Net profit for the period

$9,117,000

$18,580,000

     
Basic earnings per share

$0.74

$1.53

Diluted earnings per share

$0.71

$1.51

 

3. Net Capital Requirements

The Company's principal broker-dealer subsidiary, Fahnestock, is subject to the Uniform Net Capital Rule (the "Rule") of the SEC and the net capital rule of the New York Stock Exchange (the "NYSE"). Fahnestock has elected to use the alternative method permitted by the Rule which requires that it maintains minimum net capital equal to 2% of aggregate debit items arising from customer transactions, as defined. The NYSE may prohibit a member firm from expanding its business or paying dividends if resulting net capital would be less than 5% of aggregate debit items.

At March 31, 2001, the net capital of Fahnestock as calculated under the Rule was $171,049,000 or 43% of Fahnestock's aggregate debit items. This was $163,137,000 in excess of the minimum required net capital.

 

4. Segment Information

The table below presents information about the reported operating income of the Company for the periods noted, in accordance with the method described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2000. The Company’s business is conducted primarily in the U.S. Asset information by reportable segment is not reported, since the Company does not produce such information for internal use.

Expressed in thousands of U.S. dollars

Three Months Ended March 31,

 

2001

2000

Revenue:    
Private Client

$32,392

$49,873

Capital Markets

22,133

35,885

Asset Management

3,756

3,360

Interest

12,783

12,854

Other

2,431

1,420

Total

$73,495

$103,392

     
Operating Income:    
Private Client

$(296)

$4,731

Capital Markets

6,796

12,591

Asset Management

2,354

2,112

Interest

5,270

5,902

Other

1,496

8,989

Total

$15,620

$34,325

 

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

The securities industry is directly affected by general economic and market conditions, including fluctuations in volume and price levels of securities and changes in interest rates, all of which have an impact on commissions and firm trading and investment income as well as on liquidity. Substantial fluctuations can occur in revenues and net income due to these and other factors.

Results of Operations

Net profit for the first quarter ended March 31, 2001 was $9,117,000 or $0.74 per share compared to $18,580,000 or $1.53 per share for the first quarter of 2000, a decrease of 51% in net profit. Revenue for the first quarter of 2001 was $73,495,000 compared to $103,392,000 in the first quarter of 2000, a decrease of 29%.

The results of the first quarter of 2001 reflected the continued reluctance of retail investors to participate in uncertain markets, a sharp contrast to investor enthusiasm in the first quarter of 2000. The first quarter of 2000 produced the strongest quarter in the Company’s history. The results of the first quarter of 2000 were driven by record market trading volume and record share prices on both the NASDAQ and listed markets. This year’s first quarter produced excellent results when compared to the immediately preceding three quarters. Despite highly volatile market conditions in 2001 and investor uncertainty, when compared to the previous three quarters, the Company held its commission business steady and improved its revenues from both principal trading activities and underwriting fees. Lower U.S. interest rates resulted in reduced net interest costs in 2001 compared to 2000. While lower expectations prevail for the securities markets in the remainder of 2001, results are likely to continue to be respectable but unexciting. As we have done over the last 15 years, we will continue to build book value, we shall remain cognizant of the need to remain vigilant over expenses, and we will maintain our plan for our business and commitment to client service.

Commission income and to a large extent, income from principal transactions, depend on market volume levels. Commission revenue decreased by 21% in the first quarter of 2001 compared to the first quarter of 2000 with markets generating lower volumes in 2001 compared to 2000. Net revenue from principal transactions decreased by 56% compared to the first quarter of 2000 due to significantly reduced activity in the NASDAQ markets. Due to high market volatility, the Company reduced the number of securities in which it makes markets. It may increase or decrease this number from time to time as market conditions warrant. Investment banking revenues and advisory fees remained level with the first quarter of 2000. Net interest revenue (interest revenue less interest expense) decreased by 5% in the first quarter of 2001 compared to the first quarter of 2000 as a result of lower U.S. interest rates and lower customer debit balances. Expenses decreased in the first quarter of 2001 compared to the first quarter of 2000. Compensation expense has volume-related components and, therefore, decreased with the decreased level of business conducted in the first quarter of 2001 compared to the first quarter of 2000. The cost of communications and technology decreased 3% in the first quarter of 2001 compared to the first quarter of 2000 due to benefits derived from reductions in telecommunications costs from vendors. Occupancy costs decreased by 11% in the first quarter of 2001 compared to the first quarter of 2000 due to the consolidation of several branch locations.

Liquidity and Capital Resources

Total assets at March 31, 2001 of $1,041,367,000 increased by approximately 49% from $697,482,000 at December 31, 2000 due primarily to higher broker/dealer balances, as well as transactions in the Company’s matched book. Liquid assets accounted for 98% of total assets, consistent with year end levels. The Company satisfies its need for funds from its own cash resources, internally-generated funds, subordinated borrowings, collateralized borrowings consisting primarily of bank loans, and uncommitted lines of credit. The amount of Fahnestock's bank borrowings fluctuates in response to changes in the level of the Company's securities inventories and customer margin debt as well as changes in stock loan balances. Fahnestock has arrangements with banks for borrowings on a fully collateralized basis. At March 31, 2001, $37,666,000 of such borrowings were outstanding, an increase of 45% compared to outstanding borrowings at December 31, 2000. At March 31, 2001 the Company had available collateralized and uncollateralized letters of credit of $38,500,000.

Management believes that funds from operations, combined with Fahnestock's capital base and available credit facilities, are sufficient for the Company's liquidity needs in the foreseeable future.

On February 23, 2001, the Company paid cash dividends of $0.09 per Class A non-voting and Class B share totaling $1,099,000 from available cash on hand.

On April 19, 2001, the board of directors declared a regular quarterly cash dividend of U.S.$0.09 per Class A non-voting and Class B share payable on May 18, 2001 to shareholders of record on May 4, 2001.

The book value of the Company’s Class A non-voting and Class B shares is $18.90 at March 31, 2001 (U.S.$16.76 at March 31, 2000), based on total outstanding shares of 12,354,965 and 12,106,299, respectively.

 

Factors Affecting "Forward-Looking Statements"

This report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended ( the "Act"), and Section 21E of the Exchange Act. These forward-looking statements relate to anticipated financial performance, future revenues or earnings, business prospects and anticipated market performance of the Company. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company cautions readers that a variety of factors could cause the Company’s actual results to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements. These risks and uncertainties, many of which are beyond the Company’s control, include, but are not limited to: (i) transaction volume in the securities markets, (ii) the volatility of the securities markets, (iii) fluctuations in interest rates, (iv) changes in regulatory requirements which could affect the cost and manner of doing business, (v) fluctuations in currency rates, (vi) general economic conditions, both domestic and international, (vii) changes in the rate of inflation and the related impact on the securities markets, (viii) competition from existing financial institutions and other new participants in the securities markets, (ix) legal developments affecting the litigation experience of the securities industry, and (x) changes in federal and state tax laws which could affect the popularity of products sold by the Company. There can be no assurance that the Company has correctly or completely identified and assessed all of the factors affecting the Company’s business. The Company does not undertake any obligation to publicly update or revise any forward-looking statements.

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Risk Management

The Company’s principal business activities by their nature involve significant market and credit risks. The Company’s effectiveness in managing these risks is critical to its success and stability.

As part of its normal business operations, the Company engages in the trading of both fixed income and equity securities in both a proprietary and market-making capacity. The Company makes markets in over-the-counter equities in order to facilitate order flow and accommodate its institutional and retail customers. The Company also makes markets in municipal bonds, mortgage-backed securities, government bonds and high yield bonds.

Market risk generally means the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest and currency exchange rates and in equity and commodity prices. Market risk is inherent in all types of financial instruments, including both derivatives and non-derivatives. The Company’s exposure to market risk arises from its role as a financial intermediary for its customers’ transactions and from its proprietary trading and arbitrage activities.

In addition, the Company’s activities expose it to operational risk, legal risk and funding risk. Operational risk generally means the risk of loss resulting from improper processing of transactions or deficiencies in the Company’s operating systems or internal controls. With respect to its trading activities, the Company has procedures designed to ensure that all transactions are accurately recorded and properly reflected on the Company’s books on a timely basis. With respect to client activities, the Company operates a system of internal controls designed to ensure that transactions and other account activity (new account solicitation, transaction authorization, transaction processing, billing and collection) are properly approved, processed, recorded and reconciled. Legal risk generally includes the risk of non-compliance with legal and regulatory requirements and the risk that a counterparty’s obligations are unenforceable. The Company is subject to extensive regulation in the various jurisdictions in which it conducts its business. Through its legal advisors and its compliance department, the Company has established routines to ensure compliance with regulatory capital requirements, sales and trading practices, new products, use and safekeeping of customer securities and funds, granting of credit, collection activities, and record keeping. The Company has procedures designed to assess and monitor counterparty risk.

Value-at-Risk

Value-at-risk is a statistical measure of the potential loss in the fair value of a portfolio due to adverse movements in underlying risk factors. In response to the SEC’s market risk disclosure requirements, the Company has performed a value-at-risk analysis of its trading financial instruments and derivatives. The value -at-risk calculation uses standard statistical techniques to measure the potential loss in fair value based upon a one-day holding period and a 95% confidence level. The calculation is based upon a variance-covariance methodology, which assumes a normal distribution of changes in portfolio value. The forecasts of variances and co-variances used to construct the model, for the market factors relevant to the portfolio, were generated from historical data. Although value-at-risk models are sophisticated tools, their use can be limited as historical data is not always an accurate predictor of future conditions. The Company attempts to manage its market exposure using other methods, including trading authorization limits and concentration limits.

At March 31, 2001 and 2000, the Company’s value-at-risk for each component of market risk was as follows:

 

March 31,

Expressed in thousands of U.S. dollars

2001

2000

Interest rate risk

$169

$71

Equity price risk

397

796

Diversification benefit

(258)

(417)

Total

$308

$450

The potential future loss presented by the total value-at-risk generally falls within predetermined levels of loss that should not be material to the Company’s results of operations, financial condition or cash flows. The changes in the value-at-risk amounts reported as at March 31, 2001 compared to those reported as at March 31, 2000 reflect reductions in the size and changes in the composition of the Company’s trading portfolio. The weighting of the portfolio at March 31, 2001 shifted towards debt and away from equities compared to the relative portfolio composition for the comparable period in 2000.

The value-at-risk estimate has limitations that should be considered in evaluating the Company’s potential future losses based on the period-end portfolio positions. Recent market conditions, including increased volatility, may result in statistical relationships that result in higher value-at-risk than would be estimated from the same portfolio under different market conditions, or the converse may be true. Critical risk management strategy involves the active management of portfolio levels to reduce market risk. The Company’s market risk exposure is continuously monitored as the portfolio risks and market conditions change.

PART II

ITEM 1. Legal Proceedings

The Company's subsidiaries are parties to legal proceedings incidental to their respective businesses. In management's opinion, there are no legal proceedings to which the Company or its subsidiaries are parties or to which any of their respective properties are subject which are material to the Company's financial position. The potential significance of legal matters on the Company's future operating results depends on the level of future results of operations as well as the timing and ultimate outcome of such legal matters.

ITEM 2. Changes in Securities and Use of Proceeds

Not applicable

ITEM 3. Defaults Upon Senior Securities

Not applicable

ITEM 4. Submission of Matters to a Vote of Security-Holders

None

ITEM 5. Other Information

None

ITEM 6. Exhibits and Reports on Form 8-K

(a) Exhibits - None

(b) Reports on Form 8-K - None

 

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 hereunto duly authorized, in the City of Toronto, Ontario, Canada on the 19th day of April, 2001.

FAHNESTOCK VINER HOLDINGS INC.

By: "A.G. Lowenthal"
A.G.Lowenthal, Chairman
(Principal Financial Officer)

By: "E.K. Roberts"
E.K.Roberts, President
(Duly Authorized Officer)

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