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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000
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 other 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)
Registrant's Telephone number, including area code: (416) 322-1515
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Class A non-voting shares New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Not Applicable
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock of the Company held by
non-affiliates of the Company cannot be calculated in a meaningful way
because there is only limited trading in the class of voting stock of the
Company. The aggregate market value of the Class A non-voting shares held
by non-affiliates of the Company at December 31, 2000 was $224,778,000.
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 February 28, 2001 was 12,140,665 and 99,680 shares,
respectively.
_________________________________________________________________
PART I
Item 1. BUSINESS
Fahnestock Viner Holdings Inc., formerly called E.A. Viner Holdings Limited
and immediately prior to that called Goldale Investments Limited (the
"Company"), maintains its registered office and principal place of business
at 20 Eglinton Avenue West, Suite 1110, Toronto, Ontario M4R 1K8 and its
telephone number is (416) 322-1515.
The Company was originally incorporated under the laws of British
Columbia. Pursuant to Certificate and Articles of Continuation effective
October 12, 1977, the Company's legal existence was continued under the
Business Corporation Act (Ontario) as if it had been incorporated as an
Ontario corporation.
The Company is a holding company and carries on no active business. It
owns, directly or through intermediate subsidiaries, Fahnestock & Co. Inc.
(formerly Edward A. Viner & Co., Inc.), a New York corporation
("Fahnestock"), Freedom Investments, Inc., a Delaware corporation
("Freedom"), Hudson Capital Advisors Inc., a New York corporation
("Hudson Capital") and, since July 1997, First of Michigan Corporation, a
Michigan corporation ("FOM") and since October 1998, Evanston Financial
Corporation, Inc.. Pursuant to a purchase agreement dated December 1,
1998, all of FOM's registered personnel and customer accounts were
transferred to Fahnestock on January 1, 1999 and certain assets and
liabilities were transferred to Fahnestock on December 31, 1998. FOM filed
to withdraw its registration as a broker-dealer with the New York Stock
Exchange on January 6, 1999. FOM operates as a division of Fahnestock.
Fahnestock, Freedom, FOM, Evanston and Hudson Capital are sometimes
collectively referred to as the "Operating Subsidiaries". Through the
Operating Subsidiaries, the Company is engaged in the securities
brokerage and trading business and offers investment advisory and other
related financial services. Fahnestock (and FOM until January 2, 1999) are
the principal Operating Subsidiaries. Fahnestock is engaged in the
securities brokerage business in the United States, operates in Toronto,
Canada as an International Dealer and, through the agency of local
licensed broker-dealers, operates offices in Buenos Aires, Argentina and
Caracas, Venezuela. Hudson Capital was engaged in the investment
advisory business in the United States until July 1999. Its business is now
part of Fahnestock Asset Management, a division of Fahnestock.
In October 1998, E.A. Viner International Co., a wholly owned subsidiary of
the Company, formed Evanston Financial Corporation, Inc. ("Evanston") as
a mortgage banker specializing in refinancing and re-marketing of
mortgages on subsidized health-care and nursing home facilities.
In May 2000, through a wholly-owned subsidiary, E.A. Viner International
Co., acquired 100% of the outstanding shares of Propp & Company Inc., a
New York-based broker-dealer in securities. The total purchase price was
approximately $7,000,000. The acquisition was accounted for by the
purchase method.
At December 31, 2000, Fahnestock employed 737 full-time registered
representatives and 547 non-income producing employees in trading,
research, investment banking, investment advisory services, public finance
and support positions in the United States for Fahnestock and Freedom.
Fahnestock and Freedom are broker-dealers registered with the Securities
and Exchange Commission (the "SEC") and in all other jurisdictions where
their respective businesses requires registration. Fahnestock, in addition to
its United States operations, has three additional offices: it conducts
business in Toronto, Ontario as an International Dealer and in Caracas and
Buenos Aires through local broker-dealers who are licensed under the laws
of Venezuela and Argentina, respectively.
The Operating Subsidiaries are collectively engaged in a broad range of
activities in the securities brokerage business, including retail securities
brokerage, institutional sales, bond trading and investment banking -
offering both corporate and public finance services, underwriting, research,
market making and investment advisory and asset management services.
No material part of the Company's revenues, taken as a whole, are derived
from a single customer or group of customers.
Fahnestock and Freedom are members of the New York Stock Exchange,
Inc. ("NYSE") and the National Association of Securities Dealers, Inc.
("NASD"); and Fahnestock is a member of the American Stock Exchange,
Inc. ("AMEX"), the Chicago Stock Exchange Incorporated ("CSE"), the
Chicago Board Options Exchange, Inc. ("CBOE"), the Philadelphia Stock
Exchange, Inc. ("PHLX"), the New York Futures Exchange, Inc. ("NYFE"),
the National Futures Association ("NFA") and the Securities Industry
Association ("SIA"). In addition, Fahnestock has satisfied the requirements
of the Municipal Securities Rulemaking Board ("MSRB") for effecting
customer transactions in municipal securities.
Fahnestock, which acts as a clearing broker for Freedom, is also a member
of the Securities Investor Protection Corporation ("SIPC"), which provides,
in the event of the liquidation of a broker-dealer, protection for customers'
accounts (including the customer accounts of other securities firms when it
acts on their behalf as a clearing broker) held by the firm of up to $500,000
for each customer, subject to a limitation of $100,000 for claims for cash
balances. SIPC is funded through assessments on registered
broker-dealers which may not exceed 1% of a broker-dealer's gross
revenues (as defined); SIPC assessments were a flat fee of $150 in 2000,
1999 and 1998. In addition, Fahnestock has purchased protection from
Aetna Casualty and Surety Company of an additional $24,500,000 per
customer.
The following table sets forth the amount and percentage of the Company's
revenues from each principal source for the periods indicated.
Year ended December 31,
2000 % 1999 % 1998 %
(Dollars in thousands, except percentages)
Commissions $128,915 41% $118,747 43% $114,889 49%
Principal transactions, net 84,420 27% 71,014 25% 32,727 14%
Interest 63,696 20% 43,835 16% 42,028 18%
Underwriting fees 9,314 3% 1,550 5% 12,655 6%
Advisory fees 21,764 7% 22,440 8% 21,742 9%
Other 8,390 2% 7,525 3% 8,740 4%
Total revenues $316,499 100% $279,111 100% $232,781 100%
The Company derives most of its revenues from the operations of its
principal subsidiary, Fahnestock. Although maintained as separate entities,
because Fahnestock acts as clearing broker in transactions initiated by
Freedom, the operations of the Company's brokerage subsidiaries are
closely related. Except as expressly otherwise stated, the discussion below
pertains to the operations of Fahnestock.
COMMISSIONS
A significant portion of Fahnestock's revenues is derived from commissions
from retail and, to a lesser extent, institutional customers on brokerage
transactions in exchange-listed and over-the-counter corporate equity and
debt securities. Brokerage commissions are charged on both exchange and
over-the-counter transactions in accordance with a schedule which
Fahnestock has formulated. Often, discounts are granted to customers,
generally on large trades or to active customers. Fahnestock also provides
a range of services in other financial products to retail and institutional
customers, including the purchase and sale of options on the CBOE, the
AMEX and other stock exchanges as well as futures on indexes listed on
various exchanges.
Commission business relies heavily on the services of financial consultants
with good sales production records. Competition among securities firms for
such personnel is intense. Retail clients' accounts are serviced by retail
financial consultants (excluding the institutional financial consultants
referred to below) in Fahnestock's offices. Fahnestock's institutional clients,
which include mutual funds, banks, insurance companies, and pension and
profit-sharing funds, are serviced by institutional brokers. (For a discussion
of regulatory matters, see "Regulation".) The institutional department is
supported by the equity research department which provides coverage of a
number of commercial and industrial as well as emerging growth companies
and special situation investments.
Securities Clearance Activities
Fahnestock provides a full range of securities clearance services to two
non-affiliated securities firms on a fully-disclosed basis. In addition to
commissions and service charges, Fahnestock derives substantial interest
revenue from its securities clearing activities. See "Interest" and "Securities
Borrowed And Loaned." Fahnestock provides margin financing for the
clients of the securities firms for which it clears, with the securities firms
guaranteeing the accounts of their clients. Fahnestock also extends margin
credit directly to its correspondent firms to the extent that such firms hold
securities positions for their own account. Because Fahnestock must rely on
the guarantees and general credit of its correspondent firms, Fahnestock
may be exposed to significant risks of loss if any of its correspondents or its
correspondents' customers are unable to meet their respective financial
commitments. See "Risk Management."
The correspondent clearing procedure for fully-disclosed accounts involves
a series of steps: The correspondent broker opens an account for its
customer and takes the customer's order for the purchase and sale of
securities. The order is then executed by the correspondent firm or
Fahnestock. Fahnestock completes the transaction by taking possession of
the customer's cash, if securities are being purchased, or certificates, if
securities are being sold, lending the customer any amounts required if the
purchase is being made on margin, and making delivery to the broker for
the other party to the transaction. Fahnestock or the correspondent sends
the customer a written confirmation containing the details of each
transaction the day after it is executed, and Fahnestock sends each
customer a monthly statement for the entire account. The execution,
clearance, settlement, receipt, delivery and record-keeping functions
involved in the clearing process require the performance of a series of
complex steps, many of which are accomplished with data processing
equipment.
Floor Brokerage
In addition to transactions executed by Fahnestock for itself or its own
customers, Fahnestock acts as agent for the accounts of other brokers.
With its memberships on the various exchanges, Fahnestock attempts to
utilize excess execution capacity by executing orders for other brokerage
firms. Fahnestock bills such other firms at prevailing rates which are set on
a basis competitive with rates charged by other brokerage firms performing
similar functions.
PRINCIPAL TRANASACTIONS
Market-Making
Fahnestock acts as both principal and as agent in the execution of its
customers' orders in the over-the-counter market. Fahnestock buys, sells
and maintains an inventory of a security in order to "make a market" in that
security. (To "make a market" in a security is to maintain firm bid and offer
prices by standing ready to buy or sell round lots at publicly quoted prices.
In order to make a market it is necessary to commit capital to buy, sell and
maintain an inventory of a security.) As of December 31, 2000, Fahnestock
made approximately 600 dealer markets in the common stock or other
equity securities of corporate issuers. In executing customer orders for
over-the-counter securities in which it does not make a market, Fahnestock
generally charges a commission and acts as agent or will act as principal by
marking the security up or down in a riskless transaction, working with
another firm which is a market-maker acting as principal. However, when
the buy or sell order is in a security in which Fahnestock makes a market,
Fahnestock normally acts as principal and purchases from or sells to its
customers at a price which is approximately equal to the current inter-dealer
market price plus or minus a mark-up or mark-down. The stocks in which
Fahnestock makes a market also include those of issuers which are
followed by Fahnestock's research department.
Trading profits or losses depend on (i) the skills of those employees
engaged in market-making activities, (ii) the capital allocated to holding
positions in securities and (iii) the general trend of prices in the securities
markets. Trading as principal requires the commitment of capital and
creates an opportunity for profits or an exposure to risk of loss due to
market fluctuations. Fahnestock takes both long and short positions in
those securities in which it makes a market.
The size of its securities positions on any one day may not be
representative of Fahnestock's exposure on any other day because
securities positions vary substantially based upon economic and market
conditions, allocations of capital, underwriting commitments and trading
volume. Also, the aggregate value of inventories of stocks which
Fahnestock may carry is limited by the Net Capital Rule. See "Net Capital
Requirements" and Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources."
To a lesser extent, Fahnestock also buys and sells municipal bonds, Ginnie
Maes, Unit Investment Trusts and U.S. Treasury Securities as well as other
fixed income securities for its own account in the secondary market and
maintains an inventory of municipal bonds and other securities and resells
bonds from its inventory to dealers as well as to institutional and retail
customers.
Other Trading Activities
Fahnestock holds positions in its trading accounts in over-the-counter
securities and in exchange-listed securities in which it does not make a
market, and may engage from time to time in other types of principal
transactions in securities. Fahnestock has several trading departments
including: a convertible bond department, a risk arbitrage department, a
corporate bond dealer department, a municipal bond department, a
government/mortgage backed securities department, a department that
underwrites and trades U.S. government agency issues, taxable corporate
bonds, UITs and a department that trades high yield securities (commonly
referred to as "junk bonds"). These departments continually purchase and
sell securities and make markets in order to make a profit on the
inter-dealer spread. Although Fahnestock from time to time holds an
inventory of securities, more typically, it seeks to match customer buy and
sell orders. Fahnestock does not carry "bridge loans" (i.e., short-term loans
made in anticipation of intermediate-term or long-term financing). No
substantial losses relating to Fahnestock's risk arbitrage activities have
been incurred.
Through its Winstar Securities division, the Company offers a fixed income
dealer system available over the internet providing real-time markets,
automated execution and straight-through processing. The Winstar system
covers markets in Treasuries, Agencies and Municipal Bonds.
Investment Income
Dividends and interest earned on securities held in inventory are treated as
investment income.
Principal transactions with customers as well as market-making and other
trading and investment activities, accounted for approximately 27%, 25%
and 14%, respectively, of the Company's total revenues for the fiscal years
ended December 31, 2000, 1999 and 1998, respectively.
Risk Management
Fahnestock's principal transactions and brokerage activities expose it to
credit and market risks. When Fahnestock advances funds or securities to a
counterparty in a principal transaction or to a customer in a brokered
transaction, it is subject to the risk that the counterparty or customer will
not repay such advances. If the market price of the securities purchased or
loaned has declined or increased, respectively, Fahnestock may be unable
to recover some or all of the value of the amount advanced. A similar risk is
also present where a customer is unable to respond to a margin call and
the market price of the collateral has dropped. In addition, Fahnestock's
securities positions are subject to fluctuations in market value and liquidity.
Fahnestock monitors market risks through daily profit and loss statements
and position reports. Each trading department adheres to internal position
limits determined by senior management and regularly reviews the age and
composition of its proprietary accounts. Positions and profits and losses of
each trading department are reported to senior management on a daily
basis. Fahnestock may from time to time attempt to reduce market risk
through the utilization of various derivative securities as a hedge to market
exposure.
In its market-making activities, Fahnestock must provide liquidity in the
equities for which it makes markets. As a result of this event, Fahnestock
has risk containment policies in place which limit position size and monitor
transactions on a minute-to-minute basis.
In addition to monitoring the credit worthiness of its customers, Fahnestock
imposes more conservative margin requirements than those of the NYSE.
Generally, Fahnestock limits customer loans to an amount not greater than
65% of the value of the securities (or 50% if the securities in the account
are concentrated in a limited number of issues). Particular attention and
more restrictive requirements are placed on more highly volatile securities
traded in the NASDAQ market. In comparison, the NYSE permits loans of
up to 75% of the value of the securities in a customer's account.
For further discussion of risk management, see Item 7a, Quantitative and
Qualitative Disclosures about Market Risk.
INTEREST
Fahnestock derives net interest income from the financing of customer
margin loans and its securities lending activities. See "Customer Financing"
and "Securities Borrowed and Loaned."
Customer Financing
Customers' securities transactions are effected on either a cash or margin
basis. In margin transactions, Fahnestock extends credit to the customer,
collateralized by securities and/or cash in the customer's account, for a
portion of the purchase price, and receives income from interest charged on
such extensions of credit. The customer is charged for such margin
financing at interest rates based upon the brokers call rate (the prevailing
interest rate charged by banks on collateralized loans to broker-dealers), to
which is added an additional amount of up to 2%.
In each of the last five years, financing activities conducted on behalf of its
customers have provided Fahnestock with a substantial source of revenue.
A substantial portion of these financing activities are undertaken in
connection with Fahnestock's securities clearance business and its own
retail business. See "Commissions." The amount of Fahnestock's interest
revenue is affected by the volume of customer borrowing and by prevailing
interest rates.
The primary source of funds to finance customers' margin account
borrowings are collateralized and uncollateralized bank borrowings, funds
generated by lending securities on a cash collateral basis in excess of the
amount of securities borrowed and free credit balances in customers'
accounts. Free credit balances in customers' accounts, to the extent not
required to be segregated pursuant to SEC rules, may be used in the
conduct of Fahnestock's business, including the extension of margin credit.
Subject to applicable regulations, interest is paid by Fahnestock on most,
but not all, of such free credit balances awaiting reinvestment by customers.
To the extent that the use of free credit balances reduces borrowings,
interest expense is reduced.
Margin lending by Fahnestock is subject to the margin rules of the Board of
Governors of the Federal Reserve System, NYSE margin requirements and
Fahnestock's internal policies. By permitting customers to purchase on
margin, Fahnestock takes the risk of a market decline that would reduce the
value of its collateral below the customer's indebtedness before the
collateral could be sold. Under applicable NYSE rules, in the event of a
decline in the market value of the securities in a margin account,
Fahnestock is obligated to require the customer to deposit additional
securities or cash in the account so that at all times the loan to the customer
for the purchase of marginable securities is no greater than 75% of the
market value of such securities or cash in the account.
Securities Borrowed and Loaned
In connection with both its trading and brokerage activities, Fahnestock
borrows securities to cover short sales and to complete transactions in
which customers have failed to deliver securities by the required settlement
date, and lends securities to other brokers and dealers for similar purposes.
When borrowing securities, Fahnestock is required to deposit cash or other
collateral, or to post a letter of credit with the lender and receives a rebate
(based on the amount of cash deposited) or pays a fee calculated to yield a
negotiated rate of return.
When lending securities, Fahnestock receives cash or similar collateral and
generally pays a rebate (based on the amount of cash deposited) to the
other party to the transaction. Transactions in which stocks are borrowed or
loaned are generally executed pursuant to written agreements with
counterparties which require that the securities borrowed be marked to
market on a daily basis and that excess collateral be refunded or that
additional collateral be furnished in the event of changes in the market
value of the securities. Margin adjustments are usually made on a daily
basis through the facilities of various clearing houses.
Matched Book
In September 2000, the Company commenced trading a matched book of
repurchase agreements and reverse repurchase agreements backed by
U.S. government securities.
INVESTMENT BANKING BUSINESS
Fahnestock manages the underwriting of both corporate and municipal
securities including the securitization of corporate and other obligations, and
participates as an underwriter in the syndicates of issues managed by other
securities firms. The corporate finance department is responsible for
originating and developing transactions which include underwriting, mergers
and acquisitions, private placements, valuations, financial advisory work
and other investment banking matters.
The management of and participation in public offerings involve significant
risks. An underwriter may incur losses if it is unable to resell at a profit
the securities it has purchased. Under federal and state securities and other
laws, an underwriter is subject to substantial liability for misstatements or
omissions that are judged to be material in prospectuses and other
communications related to underwriting.
Underwriting commitments cause a charge against net capital.
Consequently, the aggregate amount of underwriting commitments at any
one time may be limited by the amount of net capital available. The
Company derived 3%, 5% and 6% of its revenues from underwriting in
2000, 1999 and 1998, respectively. See "Net Capital Requirements" and
Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources."
INVESTMENT ADVISORY BUSINESS
Fahnestock (through its Fahnestock Asset Management division) provides
investment advisory services for a fee to its clients. These equity and debt
management service fees are based on the value of the portfolio under
management. In addition to the management fee, transactions executed for
such accounts may be effected at standard rates of commission or at
discounts from Fahnestock's customary commission schedule.
At December 31, 2000 Fahnestock had approximately $1.1 billion under
management. The agreements under which the portfolios are managed on
behalf of institutions and other investors generally provide for termination by
either party at any time.
ADMINISTRATION AND OPERATIONS
Administration and operations personnel are responsible for the processing
of securities transactions; the receipt, identification and delivery of funds
and securities; the maintenance of internal financial controls; accounting
functions; custody of customers' securities; the handling of margin accounts
for Fahnestock and its correspondents; and general office services.
Fahnestock employs approximately 218 persons in its administration and
operations departments at its head office and approximately 58 people in
its administration and operations departments in Detroit.
There is considerable fluctuation during any year and from year to year in
the volume of transactions Fahnestock must process. Fahnestock records
transactions and posts its books on a daily basis. Operations personnel
monitor day-to-day operations to assure compliance with applicable laws,
rules and regulations. Failure to keep current and accurate books and
records can render Fahnestock liable for disciplinary action by
governmental and self-regulatory organizations.
Fahnestock executes its own and certain of its correspondents' securities
transactions on all United States exchanges of which it is a member and in
the over-the-counter market. Fahnestock clears all of its securities
transactions (i.e., it delivers securities that it has sold, receives
securities that it has purchased and transfers related funds) through its own
facilities and through memberships in various clearing corporations and
custodian banks.
Fahnestock believes that its internal controls and safeguards are adequate,
although fraud and misconduct by customers and employees and the
possibility of theft of securities are risks inherent in the securities
industry. As required by the NYSE and certain other authorities, Fahnestock
carries a broker's blanket insurance bond covering loss or theft of securities,
forgery of checks and drafts, embezzlement, fraud and misplacement of
securities. This bond provides coverage of up to an aggregate of
$15,000,000 with a self-insurance retention of $100,000.
COMPETITION
Fahnestock encounters intense competition in all aspects of the securities
business and competes directly with other securities firms, a significant
number of which have substantially greater resources and offer a wider
range of financial services. In addition, there has recently been increasing
competition from other sources, such as commercial banks, insurance
companies and certain major corporations which have entered the
securities industry through acquisition, and from other entities. Additionally,
foreign-based securities firms and commercial banks regularly offer their
services in performing a variety of investment banking functions including:
merger and acquisition advice, leveraged buy-out financing, merchant
banking, and bridge financing, all in direct competition with U.S.
broker-dealers. These developments have led to the creation of a greater
number of integrated financial services firms that may be able to compete
more effectively than Fahnestock for investment funds by offering a greater
range of financial services.
Fahnestock believes that the principal factors affecting competition in the
securities industry are the quality and ability of professional personnel and
relative prices of services and products offered. Fahnestock and its
competitors employ advertising and direct solicitation of potential customers
in order to increase business and furnish investment research publications
in an effort to retain existing and attract potential clients. Many of
Fahnestock's competitors engage in these programs more extensively than
does Fahnestock.
There is substantial commission discounting by broker-dealers competing
for institutional and retail brokerage business. Recently, full service firms
have begun offering on-line trading services to their clients at substantial
discounts to their regular pricing. Fahnestock intends to compete in this
area, but it is likely to reduce profitability per transaction, unless offset
by higher transaction volume. The continuation of such discounting and an
increase in the incidence thereof could adversely affect Fahnestock.
However, an increase in the use of discount brokerages could be beneficial
to Freedom.
REGULATION
The securities industry in the United States is subject to extensive
regulation under both federal and state laws. The SEC is the federal agency
charged with administration of the federal securities laws. Much of the
regulation of broker-dealers has been delegated to self-regulatory
organizations, principally the NASD and the national securities exchanges
such as the NYSE, which has been designated as Fahnestock's primary
regulator with respect to securities activities and the National Futures
Association which has been designated as Fahnestock's primary regulator
with respect to commodities activities. The CBOE has been designated
Fahnestock's primary regulator with respect to options trading activities.
These self-regulatory organizations adopt rules (subject to approval by the
SEC or the Commodities Futures Trading Commission ("CFTC"), as the
case may be) governing the industry and conduct periodic examinations of
Fahnestock's and Freedom's operations. Securities firms are also subject to
regulation by state securities commissions in the states in which they do
business. Fahnestock is registered as a broker-dealer in 50 states and
Puerto Rico. Fahnestock is also registered as an International Dealer in
Canada.
The regulations to which broker-dealers are subject cover all aspects of the
securities business, including sales methods, trade practices among
broker-dealers, the use and safekeeping of customers' funds and securities,
capital structure of securities firms, record keeping and the conduct of
directors, officers and employees. The SEC has adopted rules requiring
underwriters to ensure that municipal securities issuers provide current
financial information and imposing limitations on political contributions to
municipal issuers by brokers, dealers and other municipal finance
professionals. Additional legislation, changes in rules promulgated by the
SEC, the CFTC and by self-regulatory organizations, or changes in the
interpretation or enforcement of existing laws and rules may directly affect
the method of operation and profitability of broker-dealers. The SEC,
self-regulatory organizations (including the NYSE), and state securities
commissions may conduct administrative proceedings which can result in
censure, fine, issuance of cease and desist orders or suspension or
expulsion of a broker-dealer, its officers, or employees. The principal
purpose of regulating and disciplining broker-dealers is to protect customers
and the securities markets, rather than to protect creditors and shareholders
of broker-dealers.
Fahnestock is also subject to regulation by the SEC and under certain state
laws in connection with its business as an investment advisor.
Margin lending by Fahnestock is subject to the margin rules of the Board of
Governors of the Federal Reserve System and the NYSE. Under such
rules, Fahnestock is limited in the amount it may lend in connection with
certain purchases of securities and is also required to impose certain
maintenance requirements on the amount of securities and cash held in
margin accounts. In addition, Fahnestock may (and currently does) impose
more restrictive margin requirements than required by such rules. See
"Customer Financing."
NET CAPITAL REQUIREMENTS
As a registered broker-dealer and a member firm of the NYSE, Fahnestock
is subject to certain net capital requirements pursuant to Rule 15c3-1 (the
"Net Capital Rule") promulgated under the Securities Exchange Act of 1934
(the "Exchange Act"). The Net Capital Rule, which specifies minimum net
capital requirements for registered brokers and dealers, is designed to
measure the general financial integrity and liquidity of a broker-dealer and
requires that at least a minimum part of its assets be kept in relatively
liquid form.
Fahnestock elects to compute net capital under an alternative method of
calculation permitted by the Net Capital Rule. (Freedom computes net
capital under the basic formula as provided by the Net Capital Rule.) Under
this alternative method, Fahnestock is required to maintain a minimum "net
capital", as defined in the Net Capital Rule, at least equal to 2% of the
amount of its "aggregate debit items" computed in accordance with the
Formula for Determination of Reserve Requirements for Brokers and
Dealers (Exhibit A to Rule 15c3-3 under the Exchange Act) or $250,000,
whichever is greater. "Aggregate debit items" are assets that have as their
source transactions with customers, primarily margin loans. Failure to
maintain the required net capital may subject a firm to suspension or
expulsion by the NYSE, the SEC and other regulatory bodies and ultimately
may require its liquidation. The Net Capital Rule also prohibits payments of
dividends, redemption of stock and the prepayment of subordinated
indebtedness if net capital thereafter would be less than 5% of aggregate
debit items (or 7% of the funds required to be segregated pursuant to the
Commodity Exchange Act and the regulations thereunder, if greater) and
payments in respect of principal of subordinated indebtedness if net capital
thereafter would be less than 5% of aggregate debit items (or 6% of the
funds required to be segregated pursuant to the Commodity Exchange Act
and the regulations thereunder, if greater). The Net Capital Rule also
provides that the total outstanding principal amounts of a broker-dealer's
indebtedness under certain subordination agreements (the proceeds of
which are included in its net capital) may not exceed 70% of the sum of the
outstanding principal amounts of all subordinated indebtedness included in
net capital, par or stated value of capital stock, paid in capital in excess of
par, retained earnings and other capital accounts for a period in excess of
90 days.
Net capital is essentially defined as net worth (assets minus liabilities),
plus qualifying subordinated borrowings minus certain mandatory deductions
that result from excluding assets that are not readily convertible into cash
and deductions for certain operating charges. The Net Capital Rule values
certain other assets, such as a firm's positions in securities, conservatively.
Among these deductions are adjustments (called "haircuts") in the market
value of securities to reflect the possibility of a market decline prior to
disposition.
Compliance with the Net Capital Rule could limit those operations of the
brokerage subsidiaries of the Company that require the intensive use of
capital, such as underwriting and trading activities and the financing of
customer account balances, and also could restrict the Company's ability to
withdraw capital from its brokerage subsidiaries, which in turn could limit the
Company's ability to pay dividends, repay debt and redeem or purchase
shares of its outstanding capital stock. Under the Net Capital Rule
broker-dealers are required to maintain certain records and provide the
SEC with quarterly reports with respect to, among other things, significant
movements of capital, including transfers to a holding company parent or
other affiliate. The SEC may in certain circumstances restrict the
Company's brokerage subsidiaries' ability to withdraw excess net capital
and transfer it to the Company or to other of the Operating Subsidiaries.
Item 2. PROPERTIES
The Company maintains offices at 20 Eglinton Avenue West, Toronto,
Ontario, Canada for general administrative activities. Most day-to-day
management functions are conducted at the executive offices of
Fahnestock at 125 Broad Street, New York, New York. This office also
serves as the base for most of Fahnestock's research, operations and
trading, investment banking and investment advisory services, though other
offices also have employees who work in these areas. Generally, the offices
outside of 125 Broad Street, New York serve as bases for sales
representatives who process trades and provide other brokerage services
in co-operation with Fahnestock's New York office using the data
processing facilities located there. Freedom conducts its business from its
offices located at 11422 Miracle Hills Dr., Omaha, Nebraska. Management
believes that its present facilities are adequate for the purposes for which
they are used and have adequate capacity to provide for presently
contemplated future uses.
The Company and its subsidiaries own no real property, but occupy office
space totalling approximately 363,000 square feet in 75 locations under
standard commercial terms expiring between 2001 and 2013. If any leases
are not renewed, the Company believes it could obtain comparable space
elsewhere on commercially reasonable rental terms.
Item 3. LEGAL PROCEEDINGS
The Company is involved in certain litigation arising in the ordinary course
of business. Management believes, based upon discussion with legal
counsel, that the outcome of this litigation will not have a material effect on
the Company's financial position. The materiality of legal matters to 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Class B voting shares (the "Class B Shares"), the Company's only
class of voting securities, are not registered under the Exchange Act and
are not required to be registered. The Class B Shares have fewer than 500
shareholders of record. Consequently, the Company is not required under
Section 14 of the Exchange Act to furnish proxy soliciting material or an
information statement to holders of the Class B Shares. However, the
Company is required under applicable Canadian securities laws to provide
proxy soliciting material, including a management proxy circular, to the
holders of its Class B Shares.
Pursuant to the Company's Articles of Incorporation, holders of Class A
non-voting shares (the "Class A Shares"), although not entitled to vote
thereat, are entitled to receive notices of shareholders' meetings and to
receive all informational documents required by law or otherwise to be
provided to holders of Class B Shares. In addition, holders of Class A
Shares are entitled to attend and speak at all meetings of shareholders,
except class meetings not including the Class A Shares.
In the event of either a "take-over bid" or an "issuer bid", (as those terms
are defined in the Securities Act, (Ontario)) being made for the Class B
Shares and no corresponding offer being made to purchase Class A
Shares, the holders of Class A Shares would have no right under the
Articles of Incorporation of the Company or under any applicable statute to
require that a similar offer be made to them to purchase their Class A
Shares.
No matters were submitted to the Company's shareholders during the fourth
quarter of the Company's fiscal year.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's Class A Shares are listed and traded on The New York
Stock Exchange (trading symbol "FVH") and on The Toronto Stock
Exchange (trading symbol "FHV.A"). The Class B Shares are not traded on
any stock exchange in Canada or the United States and, as a
consequence, there is only limited trading in the Class B shares. The
Company does not presently contemplate listing the Class B Shares in the
United States on any national or regional stock exchange or on NASDAQ.
The following tables set forth the high and low sales prices of the Class A
Shares on The Toronto Stock Exchange and on The New York Stock
Exchange. Prices provided are in Canadian dollars or U.S. dollars as
indicated and are based on data provided by The Toronto Stock Exchange
and The New York Stock Exchange.
Class A Shares:
TSE NYSE
HIGH LOW HIGH LOW
(Cdn. Dollars) (U.S. dollars)
2000
1st Quarter $24.75 $20.60 $17.125 $14.5625
2nd Quarter $27.75 $24.25 $18.875 $16.50
3rd Quarter $34.00 $27.00 $23.00 $18.4375
4th Quarter $36.05 $29.75 $24.10 $19.875
1999
1st Quarter $28.25 $20.25 $19.9375 $13.25
2nd Quarter $26.50 $21.00 $18.00 $14.3125
3rd Quarter $24.20 $21.25 $16.25 $14.375
4th Quarter $23.70 $21.05 $16.125 $14.3125
The following table sets forth information about the Company's
shareholders as at December 31, 2000 as set forth in the records of the
Company's transfer agent and registrar:
Class A Shares:
Shareholders of record Number of shares Percentage Number of
having addresses in: shareholders
Canada 5,091,393 42% 181
United States 6,899,444 58% 155
Other 132 - 3
Total issued and
outstanding 11,990,969 100% 339
Class B shares
Shareholders of record Number of shares Percentage Number of
having addresses in: shares
Canada (1) 98,037 98% 122
United States 1,635 2% 65
Other 8 - 2
Total issued and
outstanding 99,680 100% 189
(1) The Company has been informed that 50,490 Class B shares held by
Phase II Financial Limited, an Ontario corporation, are beneficially owned
by A.G. Lowenthal, a U.S. citizen and resident. See Item 12, "Security
Ownership of Certain Beneficial Owners and Management".
Dividends
Type Declaration date Record date Payment date Amount
per share
Quarterly January 28, 1999 February 12, 1999 February 26, 1999 $0.07
Quarterly April 21, 1999 May 7, 1999 May 21, 1999 $0.07
Quarterly July 21, 1999 August 6, 1999 August 20, 1999 $0.07
Quarterly October 20, 1999 November 5, 1999 November 19, 1999 $0.07
Quarterly January 27, 2000 February 11, 2000 February 25, 2000 $0.07
Quarterly April 19, 2000 May 5, 2000 May 19, 2000 $0.08
Quarterly July 19, 2000 August 4, 2000 August 18, 2000 $0.08
Quarterly October 19, 2000 November 3, 2000 November 17, 2000 $0.08
Quarterly January 25, 2001 February 9, 2001 February 23, 2001 $0.09
Future dividend policy will depend upon the earnings and financial condition
of the Operating Subsidiaries, the Company's need for funds and other
factors. However, it is the present intention of the Company's management
to pay a quarterly dividend in the amount of U.S. $0.09 per Class A Share
and Class B Share in May, August and November, 2001. Dividends may be
paid to holders of Class A Shares and Class B Shares (pari passu), as and
when declared by the Company's Board of Directors, from funds legally
available therefor.
Certain Tax Matters
The following paragraphs summarize certain United States and Canadian
federal income tax considerations in connection with the receipt of
dividends paid on the Class A and Class B Shares of the Company. These
tax considerations are stated in brief and general terms and are based on
United States and Canadian law currently in effect. There are other
potentially significant United States and Canadian federal income tax
considerations and state, provincial or local income tax considerations with
respect to ownership and disposition of the Class A and Class B Shares
which are not discussed herein. The tax considerations relative to
ownership and disposition of the Class A and Class B Shares may vary
from taxpayer to taxpayer depending on the taxpayer's particular status.
Accordingly, prospective purchasers should consult with their tax advisors
regarding tax considerations which may apply to the particular situation.
United States Federal Income Tax Considerations
Dividends on Class A and Class B Shares paid to citizens or residents of
the U.S. or to U.S. corporations (including any Canadian federal income tax
withheld) will be subject to U.S. federal income taxation as ordinary income
to the extent paid out of the Company's earnings and profits, determined
under U.S. tax principles. Such dividends will not be eligible for the
deduction for dividends received by corporations (unless such corporation
owns by vote and value at least 10% of the stock of the Company, in which
case a portion of such dividend may be eligible for such exclusion).
U.S. corporations, U.S. citizens and U.S. residents will generally be entitled,
subject to certain limitations, to a credit against their U.S. federal income
tax for Canadian federal income taxes withheld from such dividends. Taxpayers
may claim a deduction for such taxes if they do not elect to claim such tax
credit. No deduction for foreign taxes may be claimed by an individual
taxpayer who does not itemize deductions. Because the application of the
foreign tax credit depends upon the particular circumstances of each
shareholder, shareholders are urged to consult their own tax advisors in this
regard.
Canadian Federal Income Tax Considerations
Dividends paid on Class A and Class B Shares held by non-residents of
Canada will generally be subject to Canadian withholding tax. This
withholding tax is levied at the basic rate of 25%, although this rate may be
reduced by the terms of any applicable tax treaty. The Canada - U.S. tax
treaty provides that the withholding rate on dividends paid to U.S. residents
on Class A and Class B Shares is generally 15%.
Normal Course Issuer Bid
On June 30, 2000 the Company announced that commencing July 5, 2000
it intended to purchase up to 596,537 Class A Shares by way of a Normal
Course Issuer Bid through the facilities of The Toronto Stock Exchange
and/or The New York Stock Exchange, representing approximately 5% of
the outstanding Class A Shares. In fiscal 2000, through a Normal Course
Issuer Bid which expired July 4, 2000, the Company purchased 244,600
Class A Shares at an average cost of U.S. $16.01 per share. The Company
did not purchase any shares pursuant to the current Normal Course Issuer
Bid. Any shares purchased by the Company pursuant to the Normal Course
Issuer Bid will be cancelled. Unless terminated earlier by the Company, it
may continue to purchase shares up to July 4, 2001. The Company may, at
its option, apply to extend the program for an additional year.
Item 6. SELECTED FINANCIAL DATA
The following table presents selected financial information derived from the
audited consolidated financial statements of the Company for the five years
ended December 31, 2000. The selected financial information should be
read in conjunction with, and is qualified in its entirety by reference to, the
Consolidated Financial Statements and notes thereto included elsewhere in
this report. In 1997, the Company purchased FOM. The 1997 amounts
include the assets and liabilities and the operating results of FOM as of and
subsequent to the period after July 17, 1997. See also Item 1, "Business"
and Item 7, "Management's Discussion and Analysis of Financial Condition
and Results of Operations".
Year ended December 31,
2000 1999 1998 1997 1996
(In thousands of U.S. dollars except per share and share amounts)
Revenue $316,499 $279,111 $232,781 $242,158 $213,988
Profit before
extraordinary item $40,901 $27,390 $12,447 $26,731 $30,279
Net profit $40,901 $27,390 $12,447 $26,731 $30,279
Profit before
extraordinary item
per share (1) $3.38 $2.19 $0.99 $2.14 $2.46
Net profit per
share (1)
- basic $3.38 $2.19 $0.99 $2.14 $2.46
- diluted $3.29 $2.17 $0.96 $2.08 $2.41
Total assets $697,482 $766,528 $666,763 $835,146 $519,916
Total current
liabilities $475,682 $579,141 $500,410 $674,181 $384,009
Subordinated
indebtedness,
including current
portion - $30 $30 $30 $30
Cash dividends per
Class A Share and
Class B share $0.31 $0.28 $0.28 $0.24 $0.35
Shareholders' equity $221,800 $187,388 $166,323 $160,935 $135,877
Book value per
share (1) $18.34 $15.30 $13.48 $12.87 $10.99
Number of shares
of capital stock
outstanding 12,090,649 12,247,249 12,340,949 12,508,440 12,365,440
(1) The Class A Shares and Class B Shares are combined because they are of
equal rank for purposes of dividends and in the event of a distribution of
assets upon liquidation, dissolution or winding up.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Business Environment
Fahnestock, the Company's principal operating subsidiary, provides
brokerage and related investment services. Fahnestock is engaged in
proprietary trading and offers other related financial services to investors in
fifteen states from 75 offices in the North Eastern United States, the
Midwest, Florida and California, including an office in Toronto, Canada and
associated offices in Caracas, Venezuela and Buenos Aires, Argentina.
Client assets entrusted to the Company as at December 31, 2000 totalled
approximately $15.2 billion. Fahnestock is licensed to offer brokerage and
other financial services in all 50 States. The Company provides investment
advisory services through Fahnestock Asset Management and Newbold
Investment Advisors, operating as divisions of Fahnestock. Client assets
under management by the asset management groups totalled $1.1 billion
at December 31, 2000. The Company also operates a discount brokerage
business based in Omaha, Nebraska, through Freedom.
The securities industry is highly competitive and sensitive to many factors
and is directly affected by general economic and market conditions,
including the volatility and price level of securities markets; the volume,
size, and timing of securities transactions; the demand for investment banking
services and changes in interest rates, all of which have an impact on
commissions, trading and investment income as well as on liquidity. In
addition, a significant portion of the Company's expenses are relatively fixed
and do not vary with market activity. Consequently, substantial fluctuations
can occur in the Company's revenues and net income from period to period
due to these and other factors.
The Company anticipates increasing competition from commercial banks
and thrift institutions as these institutions begin to offer more investment
banking and financial services traditionally only provided by securities firms.
The growing use of discount brokerage firms by investors has impacted
traditional retail commission business and the presence of on-line trading
over the internet, including such services presently being offered by full
service securities firms, has begun to significantly impact the means by
which retail clients place their orders. The Company is also experiencing
increasing regulation in the securities industry, particularly affecting the
over-the-counter markets, making compliance with regulations more difficult
and costly. At present, the Company is unable to predict the extent of
changes, or the effect on the Company's business.
The Company's long-term plan is to continue to expand existing offices by
hiring experienced professionals, thus maximizing the potential of each
office and development of existing trading, investment banking, investment
advisory and other activities. Equally important is the search for viable
acquisition candidates. As opportunities are presented, it is the intention of
the Company to pursue growth by acquisition where a comfortable match
can be found in terms of corporate goals and personnel and at a price that
would provide the Company's shareholders with incremental value.
Results of Operations
In 2000 the U.S. economy grew at a rate of 3.9%, maintained a low inflation
rate of 3.4%, enjoyed record low unemployment and continued to increase
productivity. Markets were extremely volatile in 2000, with technology, the
internet and the New Economy stocks continuing their upward trend in the
early part of the year and then declining substantially in May. The increase
in interest rates began to impact the economy late in the year and this,
together with a dramatic increase in energy prices, impacted consumer
spending in the final weeks of 2000 as reflected in disappointing retail sales.
The Company's revenues in fiscal 2000 increased by 13% and its net profit
increased by 49% compared to fiscal 1999. This was influenced by
favorable market conditions in the first quarter of 2000 which generated
increased revenues from commissions and trading revenues compared to
1999. The Company earned approximately 33% of its revenue and 45% of
its net profit for 2000 in the first quarter. Following quarters continued to
be profitable, but at reduced rates compared to the first quarter. It should be
noted that revenues from interest was significantly impacted in the fourth
quarter due to the company's introduction of a matched book of repurchase
agreements and reverse repurchase agreements backed by U.S.
government securities.
The following table summarizes the changes in the major revenue and
expense categories from the consolidated statement of operations for the
past three fiscal years ended December 31, 2000, 1999 and 1998.
Period to Period Change
Increase (Decrease)
2000 versus 1999 1999 versus 1998
Amount Percentage Amount Percentage
Revenues -
Commissions $10,168,000 9% $3,858,000 3%
Principal transactions, net 13,406,000 19% 38,287,000 117%
Interest 19,861,000 45% 1,807,000 4%
Underwriting fees (6,236,000) -40% 2,895,000 23%
Advisory fees (676,000) -3% 698,000 3%
Other 865,000 11% (1,215,000) -14%
Total revenues 37,388,000 13% 46,330,000 20%
Expenses -
Compensation 11,324,000 8% 13,493,000 10%
Clearing and exchanges fees (1,665,000) -19% 236,000 3%
Communications 1,891,000 9% 491,000 2%
Occupancy costs (257,000) -2% (524,000) -4%
Interest 11,796,000 55% (505,000) -2%
Other (6,947,000) -33% 4,396,000 27%
Total expenses 16,142,000 7% 17,587,000 8%
Profit before taxes 21,246,000 42% 28,743,000 132%
Income taxes 7,735,000 34% 13,800,000 149%
Net profit 13,511,000 49% 14,943,000 120%
Fiscal 2000 compared to Fiscal 1999
In fiscal 2000, the U.S. economy behaved like a roller-coaster; with record
volumes and valuations in the early part of the year followed by a decline in
May as the New Economy valuations collapsed. The summer months saw a
brief rally followed by a protracted decline throughout the balance of the
year. The Company's level of business activity mirrored the marketplace,
with a strong performance in the first quarter which was unsustainable
through the balance of the year. Fiscal 2000 was a record year, and on a
quarter by quarter basis net results in 2000 were higher in each quarter
compared to 1999, except the fourth, when 2000 results were lower than in
the previous year.
Total revenues for 2000 were $316,499,000, an increase of 13% over
$279,111,000 in 1999. Commission income (income realized in securities
transactions for which the Company acts as agent) increased 9% to
$128,915,000 in 2000 from $118,747,000 in 1999. This increase is
attributable to the active trading environment encountered most particularly
in the first quarter of 2000, when strong investor interest propelled
valuations and volumes in the favored technology equities to historically
high levels. Principal transactions (revenues from transactions in which the
Company acts as principal in the secondary market trading of over-the-
counter equities and municipal, corporate and government bonds)
increased by 19% to $84,420,000 in 2000 from $71,014,000 in 1999. The
increase was due, in part, to a comparison against poor results in the first
quarter of 1999. Underwriting fees in 2000 were $9,314,000, a decrease of
40% compared to $15,550,000 in 1999. The collapse of the New Economy
in the spring of 2000 and a slowing U.S. economy adversely affected the
new issues market. Advisory fees in 2000 were $21,764,000, a decrease of
3% compared to $22,440,000 in 1999. The management of client assets
was consolidated within the Fahnestock Asset Management division in late
1999. The overall level of assets under management declined by
approximately 10% from 1999 to 2000.
Interest income was $63,696,000 in 2000, an increase of 45% over
$43,835,000 in 1999. Interest expense was $33,122,000, an increase of
55% from $21,326,000 in 1999. This represents an increase of 36% in net
interest revenue (interest revenue less interest expense) in 2000 compared
to 1999 which can be attributed to an increase in average customer debit
balances and higher average stock borrow/stock loan balances in 2000
compared to 1999. The higher gross interest revenue and interest expense
amounts are the result of a matched book business in which the Company
began trading activity in the fall of 2000.
Expenses totalled $244,787,000 in 2000, an increase of 7% compared to
$228,645,000 in 1999. The increase is due, in part, to higher variable
expenses which increase as volume of business increases, such as
Compensation and related expenses and in part to the increase in interest
expense related to the matched book business. Compensation and related
costs were $154,881,000, an increase of 8% over $143,557,000 in 1999.
Clearing and exchange fees were $7,205,000, a decrease of 19% over
$8,870,000 in 1999. Communications expenses were $23,312,000, an
increase of 9% over $21,421,000 in 1999 reflecting additional costs after
the summer 1999 introduction of a firm-wide proprietary communication
platform providing a wide area network supporting investment quotes and
news distribution, internet access, internal and external e-mail capability,
order entry, and data base management. Occupancy costs were
$12,465,000, a decrease of 2% compared to $12,722,000 as a result of
branch consolidation and renegotiation of leases. Other expenses were
$13,802,000, a decrease of 33% over $20,749,000 in 1999 primarily due to
a reduced provision for bad debts and reduced charges to the error
account compared to 1999.
Fiscal 1999 compared to Fiscal 1998
In fiscal 1999, the U.S. economy displayed growing strength throughout the
year, with growth of 4.9%, low inflation, low unemployment and a strong
dollar. Despite increases in interest rates designed to slow the U.S.
economy, the market finished the year closing at record highs and posting
high volumes. The internet economy, technology issues and the
telecommunication sector were the market favorites, with day traders
propelling market valuations and volumes to unprecedented levels. The
wide public use and acceptance of the internet as an information resource
and trading tool has changed the nature of market trading, with 29% of total
volume for the year attributed to on-line trading. The Company, through its
subsidiary, Freedom, has derived increased business from this increased
volume. In addition, the Company provides all of its clients with on-line
access to their account information.
Total revenues for 1999 were $279,111,000, an increase of 20% over
$232,781,000 in 1998. Commission income (income realized in securities
transactions for which the Company acts as agent) increased 3% to
$118,747,000 from $114,889,000 in 1998. This increase is attributable to
the active trading environment encountered most particularly in the fourth
quarter of 1999, when strong investor interest propelled valuations and
volumes in the favored technology equities to historically high levels.
Included in the increase in commission revenue was a 31% increase in
commission earned by the Company's internet subsidiary, Freedom.
Principal transactions (revenues from transactions in which the Company
acts as principal in the secondary market trading of over-the-counter
equities and municipal, corporate and government bonds) increased by
117% to $71,014,000 in 1999 from $32,727,000 in 1998. The increase was
due, in part, to the Company's significant trading losses arising from
market-making activities in the fourth quarter of 1998. Risk containment
policies were implemented immediately thereafter which are designed to
limit future exposure to the type and size of loss experienced in 1998.
Underwriting fees in 1999 were $15,550,000, an increase of 23% compared
to $12,655,000 in 1998. In 1999, the Company expanded a strategy of
regionalizing its investment banking and public finance departments, and
realized greater participation in both IPO and M&A business. Advisory fees
in 1999 were $22,440,000, an increase of 3% compared to $21,742,000 in
1998. The management of client assets was consolidated within the
Fahnestock Asset Management division in late 1999. The overall level of
assets under management remained static from 1998 to 1999.
Interest income was $43,835,000 in 1999, an increase of 4% over
$42,028,000 in 1998. Interest expense was $21,326,000 in 1999, a
decrease of 2% from $21,831,000 in 1998. This represents an increase of
11% in net interest revenue (interest revenue less interest expense) in 1999
compared to 1998 which can be attributed to an increase in customer debit
balances and higher stock borrow/stock loan balances in 1999 compared to
1998.
Expenses totalled $228,645,000 in 1999, an increase of 8% compared to
$211,058,000 in 1998. The increase is due, in part, to higher variable
expenses which increase as volume of business increases, such as
Compensation and related expenses and, to some degree, Clearing and
exchange fees. Compensation and related costs were $143,557,000, an
increase of 10% over $130,064,000 in 1998. Clearing and exchange fees
were $8,870,000, an increase of 3% over $8,634,000 in 1998.
Communications expenses were $21,421,000, an increase of 2% over
$20,930,000 in 1998 reflecting additional costs in 1999, after the summer
introduction of a firm-wide proprietary communication platform providing a
wide area network supporting investment quotes and news distribution,
internet access, internal and external e-mail capability, order entry, and data
base management. Occupancy costs were $12,722,000, a decrease of 4%
compared to $13,246,000 as a result of branch consolidation and
renegotiation of leases. Other expenses were $20,749,000, an increase of
27% over $16,353,000 in 1998 due to an increased provision for bad debts,
higher levels of professional fees and a higher charge to the error account
in 1999 compared to 1998.
Liquidity and Capital Resources
The decrease in the Company's assets in 2000 compared to 1999 is
primarily the result of decreased client balances, reflecting a troubled retail
environment at the close of 2000. Customer-related receivables and
securities inventory are highly liquid and represent a substantial percentage
of total assets. The principal sources of financing for the Company's assets
are shareholders' equity, customer free credit balances, proceeds from
securities lending, bank loans and other payables. The Company
historically has not utilized long-term financing. Cash generated from
operations, increased earnings, proceeds from stock purchased by
employee stock plans, and cash proceeds upon the exercise of employee
stock options supplemented bank borrowings during the past three years.
At December 31, 2000, Fahnestock had call loan arrangements with
outstanding borrowings thereunder of $25,899,000. At December 31, 2000,
Fahnestock had available collateralized and uncollateralized letters of credit
of $41,500,000.
The Company paid cash dividends to its shareholders totalling $3,758,000,
during 2000, from internally-generated cash.
During 2000, the Company has purchased a total of 244,600 of its Class A
non-voting shares at an average cost of $16.01 per share through the
facilities of the Toronto and New York Stock Exchanges by way of a Normal
Course Issuer Bid, using internally generated cash. The Company has
expressed an intention to purchase up to an additional 596,537 of its shares
from time to time until July 4, 2001 from internally generated funds.
Because of the Company's strong financial condition, size and earnings
history, management believes adequate sources of credit would be
available to finance higher trading volumes, branch expansion, and major
capital expenditures, as needed.
Inflation
Because the assets of the Company's brokerage subsidiaries are highly
liquid, and because securities inventories are carried at current market
values, the impact of inflation generally is reflected in the financial
statements. However, the rate of inflation affects the Company's costs
relating to employee compensation, rent, communications and certain other
operating costs, and such costs may not be recoverable in the level of
commissions charged. To the extent inflation results in rising interest rates
and has other adverse effects upon the securities markets, it may adversely
affect the Company's financial position and results of operations.
Year 2000 Disclosure
The Company has not encountered any material problems with either its
internal systems or with vendor systems associated with the transition to
Year 2000. The Company has in place a comprehensive contingency plan
which addresses disruptions due to a disaster or the inability to use its
principal information technology platform.
Factors Affecting "Forward-Looking Statements"
From time to time, the Company may publish "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 or make oral
statements that constitute forward-looking statements. These forward-
looking statements may relate to such matters as anticipated financial
performance, future revenues or earnings, business prospects, projected
ventures, new products, anticipated market performance, and similar
matters. 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 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. The Company does not
undertake any obligation to publicly update or revise any forward-looking
statements.
Item 7A. 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
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. (See additional discussion of Risk Management in Item 1).
Other Risk
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. For a discussion of funding risk, see
'Liquidity and Capital Resources', above.
Credit Risk
Credit risk arises from non-performance by trading counterparties,
customers and issuers of debt securities held in the Company's inventory.
The Company manages this risk by imposing and monitoring position limits,
regularly reviewing trading counterparties, monitoring and limiting securities
concentrations, marking positions to market on a daily basis to evaluate and
establish the adequacy of collateral, and with respect to trading
counterparties, conducting business through clearing corporations which
guarantee performance. Further discussion of credit risk appears in the
Notes to the Consolidated Financial Statements, see Item 8.
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 Securities and Exchange Commission'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 December 31, 2000 and 1999, the Company's value-at-risk for each
component of market risk was as follows:
2000 December 31,
(000's omitted)
High Low Average 2000 1999
Interest rate risk $116 $105 $128 $115 $117
Equity price risk 978 492 744 562 540
Diversification benefit (543) (310) (440) (325) (437)
Total $551 $287 $432 $352 $220
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 in 2000 from those reported
in 1999 reflect changes in the size and composition of the Company's
trading portfolio and increased market volatility in the Company's portfolio at
December 31, 2000 compared to December 31, 1999. Further discussion of
risk management appears in Item 7, Management's Discussion and
Analysis of the Results of Operations and Item 1, Risk Management.
The value-at-risk estimate has limitations that should be considered in
evaluating the Company's potential future losses based on the year-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.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required to be furnished in response to this Item is
submitted hereinafter following the signature pages hereto.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
General
Directors of the Company are elected annually by the holders of the Class
B Shares to serve until the next annual meeting of shareholders or until
their successors are appointed. Executive officers are appointed annually
by the directors or until their successors are appointed. Certain information
concerning the executive officers and directors of the Company as at
December 31, 2000 is set forth below.
Name/
Age/
Positions held
John L. Bitove/
72/
A Director of the Company since February 1980; Retired executive.
- - Member of the Audit and Compensation and Stock Option Committees
Richard Crystal/
60/
A Director of the Company since 1992; Partner, Winston & Strawn (law firm)
and predecessor firms, U.S. counsel to the Company since 1985.
Kenneth W. McArthur/
65/
A Director of the Company since 1996; President and C.E.O. of Shurway Capital
Corporation ( a private corporation), since July1993; Senior Vice-President
Bank of Montreal Investment Counsel between January 1992 and July 1993;
Senior Vice-President Nesbitt Thomson Inc. between July 1989 and January 1993.
- - Member of the Audit Committee
A. Winn Oughtred/
58/
A Director of the Company since 1979; a Director of Fahnestock since 1983;
Secretary of the Company since June, 1992 and prior to June, 1991; Partner,
Borden Ladner Gervais LLP. (law firm), Canadian counsel to the Company since
1979.
Elaine K. Roberts/
49/
President, Treasurer and a Director of the Company since 1977; Treasurer and
a Director of Fahnestock since 1983.
Burton Winberg/
76/
A Director of the Company since 1979; President of Rockport Holdings Limited
(a real estate development company) since 1959.
- - Member of the Audit and Compensation and Stock Option Committees.
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file by specific dates
with the SEC initial reports of ownership and reports of changes in
ownership of equity securities of the Company. Officers, directors and
greater than ten percent stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms that they file.
The Company is required to report in this annual report on Form 10-K any
failure of its directors and executive officers and greater than ten percent
stockholders to file by the relevant due date any of these reports during the
two preceding fiscal years.
To the Company's knowledge, based solely on review of copies of such
reports furnished to the Company during the two fiscal years ended
December 31, 2000, all Section 16(a) filing requirements applicable to the
Company's officers, directors and greater than ten percent stockholders
were complied with.
DIRECTORS COMPENSATION
In the year ended December 31, 2000, the Company paid its directors an
annual retainer fee of $10,000 plus $1000 for each board or committee
meeting attended in person and $500 for board or committee meeting
attended by telephone. Directors are reimbursed for travel and related
expenses incurred in attending board and committee meetings. The
directors who are not employees of the Company and its subsidiaries, are
also entitled to the automatic grant of stock options under the Company's
1996 Equity Incentive Plan, as amended, (the "Plan") pursuant to a formula
set out in the Plan.
DIRECTORS AND OFFICERS INSURANCE
The Company carries liability insurance for its directors and officers. In
December 1998, the Company renewed its directors and officers liability
insurance for the three years ending November 30, 2001 at an annual
premium rate of $55,500. No part of the insurance premiums were or are to
be paid by the officers and directors. The aggregate insurance coverage
under the policies is limited to $10 million over the three year policy period.
A deductible of $1 million is payable by the Company.
Under the by-laws of the Company, the Company is obligated to indemnify
the directors and officers of the Company and its subsidiaries to the
maximum extent permitted by the Business Corporations Act (Ontario). The
Company has entered into indemnity agreements with each of its directors
providing for such indemnities.
Item 11. EXECUTIVE COMPENSATION
With respect to the year ended December 31, 2000, the Compensation and
Stock Option Committee of the Board of Directors (the "Committee") was
responsible for making recommendations for approval by the Board of
Directors with respect to the compensation of the Company's executive
officers. The members of this Committee are John L. Bitove and Burton
Winberg, each of whom are outside directors of the Company and have no
interlocking relationship with the Company or its subsidiaries.
Summary Compensation Table
The following table sets forth total annual compensation paid or accrued by
the Company to or for the account of the Company's chief executive officer
and each of the four most highly paid executive officers of the Company
and Fahnestock, the Company's principal operating subsidiary, other than
the chief executive officer, whose total cash compensation for the fiscal
year ended December 31, 2000 exceeded $100,000 (the "Named Executives").
Long-term
Annual Compensation Compensation
Class A
Name and Other Shares
Principal Annual Underlying All Other
Occupation Year Salary Bonus Compensation Options Compensation
A.G. Lowenthal, 2000 $480,350 $3,960,000 $17,330 0 $7,693
Chairman, CEO, 1999 $300,000 $981,510 $11,170 150,000 $6,270
and Director of 1998 $300,000 $350,000 $9,950 150,000 5,265
the Company
and Fahnestock
Robert Neuhoff, 2000 $260,000 $225,000 0 0 $7,693
Executive Vice 1999 $230,000 $185,000 0 50,000 $6,270
President of 1998 $230,000 $87,500 0 0 $5,265
Fahnestock
Eric Shames 2000 $250,000 $200,000 0 0 $7,693
Secretary and 1999 $210,000 $110,000 0 15,000 $6,270
Chief Legal 1998 $187,500 $50,000 0 15,000 $5,265
Officer of
Fahnestock
Robert Sablowsky, 2000 $225,000 $325,000 $323,137 20,000 $6,690
Executive Vice 1999 $200,000 $40,000 $235,154 20,000 $6,270
President of 1998 $200,000 $210,000 $200,710 0 $5,265
Fahnestock
Elaine Roberts 2000 $135,000 $125,000 $17,330 0 0
President and 1999 $133,750 $100,000 $10,000 75,000 0
Treasurer of the 1998 $120,000 $35,000 $9,950 0 0
Company
OTHER ANNUAL COMPENSATION - For Mr. Lowenthal and Ms. Roberts, includes for
2000 Directors Fees of $10,000 per year plus $1000 per meeting attended in
person and $500 per meeting attended by telephone and for 1999 and 1998
Directors Fees of Cdn.$10,000 per year plus Cdn.$600 per meeting attended
and which were converted to U.S. dollars at the average rate prevailing
during the year. For Mr. Sablowsky includes commissions earned on his
retail business.
ALL OTHER COMPENSATION - This represents company contributions to the
Fahnestock 401(k) plan.
OPTION GRANTS FOR THE YEAR ENDED DECEMBER 31, 2000
There were no options granted to the Named Executives in the year ended
December 31, 2000.
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth information with respect to options exercised
during the year ended December 31, 2000 by the Named Executives and as to
unexercised options held by them at December 31, 2000:
$ Year-end
# of shares value of
Underlying unexercised
unexercised in-the-money
Shares options/SARs options
acquired $ Value exercisable/ exercisable/
Name on exercise Realized unexercisable unexercisable
A.G. Lowenthal 0 0 37,500/262,500 $233,438/$2,234,062
R. Neuhoff 0 0 0/50,000 0/$511,250
E. Shames 0 0 18,750/26,250 $180,844/$223,406
R. Sablowsky 10,000 $27,750 10,000/70,000 $129,500/$378,750
E.Roberts 0 0 0/75,000 0/$766,875
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
The following report of the Committee discusses generally the Committee's
executive compensation objectives and policies and their relationship to
corporate performance in 2000. In addition, the report specifically
discusses the Committee's bases for compensation in 2000 of the Company's
Chief Executive Officer, as well as the other senior executive officers of
the Company and Fahnestock.
Objectives and Policies
The Committee's objective is to provide a competitive compensation program
with appropriate incentives for superior performance, thereby providing a
strong and direct link between corporate performance and compensation.
Performance is defined in several ways, as more fully discussed below, each
of which has relevance to the Company's success in the short-term, long-term
or both.
The Company's compensation program for senior executive officers consists of
the following key elements: a base salary, an annual bonus, grants of stock
options and, in the case of the Chief Executive Officer, the 1997 Performance-
Based Compensation Agreement referred to below.
In arriving at its recommendations concerning the specific components of the
Company's compensation program, the Committee considers certain public
information about the compensation paid by a group of comparable public
Canadian and U.S. broker-dealers and the relative performance of the Company as
measured by net income levels and earnings per share, among other factors.
The Committee believes that this approach best serves the interests of
shareholders by enabling the Company to structure compensation in a way that
meets the requirements of the highly competitive environment in which the
Company operates, while ensuring that senior executive officers are compensated
in a manner that advances both the short and long-term interests of
shareholders.
Compensation for the Company's senior executive officers involves a significant
component of remuneration which is contingent on the performance of both the
Company and the senior executive officer: the variable annual bonus (which
permits individual performance to be recognized on an annual basis, and which
is based, in significant part, on an evaluation of the contribution made by
the officer to corporate performance) and stock options (which directly relate
a portion of compensation to stock price appreciation realized by the Company's
shareholders).
Base Salary. Salaries paid to senior executive officers (other than the Chief
Executive Officer) are reviewed and set annually in accordance with
recommendations made by the Chief Executive Officer to the Committee, based
upon the Chief Executive Officer's assessment of the nature of the position,
and the skills, experience and performance of each senior executive officer, as
well as salaries paid by comparable companies in the Company's industry.
Annual Bonus. Bonuses paid to senior executive officers (other than the Chief
Executive Officer) are set annually in accordance with recommendations made by
the Chief Executive Officer to the Committee, based upon the Chief Executive
Officer's assessment of the performance of the Company and his assessment of
the contribution of each senior executive to that performance. Senior executive
officers, including the Chief Executive Officer, of Fahnestock have the right
to elect to defer a protion of their annual bonus and performance-based
compensation under Fahnestock's Executive Deferred Compensation Plan, a non-
qualified unfunded plan.
Stock Option Grants. Under the Plan, as amended, senior executive officers and
employees of the Company and its subsidiaries (other than the Chief Executive
Officer) are granted stock options by the Committee based upon the
recommendations of the Chief Executive Officer and based upon a variety of
considerations, including the date of the last grant made to the officer or
employee, as well as considerations relating to the contribution and
performance of the specific optionee.
Chief Executive Officer Compensation
Mr. A.G. Lowenthal, the Chairman of the Board and the Chief Executive Officer
of the Corporation and Fahnestock, is paid a base salary set by the Committee,
plus performance-based compensation under the 1997 Performance-Based
Compensation Agreement referred to below and, at the discretion of the
Committee, is eligible for bonuses and grants of stock options.
In March 1997, the Corporation entered into the "1997 Comp Agreement"
effective January 1, 1997 and expiring December 31, 2001 with Albert G.
Lowenthal, pursuant to the recommendation of the Committee and the approval of
the Board of Directors. The purpose of the 1997 Comp Agreement is to set the
terms under which Mr. Lowenthal's performance-based compensation is to be
calculated. The 1997 Comp Agreement provides for (1) a written Performance
Goal, the formula for which must be established by the Committee within the
first 90 days of the year and (2) a Stock Appreciation Amount equal to the
amount by which the market value of the Class A Shares at December 31 exceeds
the base price as at December 31 of the prior year multiplied by a number of
Class A Shares to be set each year by the Committee within the first 90 days
of the year. The aggregate of all performance awards paid under the 1997 Comp
Agreement shall not exceed $5,000,000.
Both the Performance Goal and the Stock Appreciation Amount established in
March 1998 resulted in nil being payable to Mr. Lowenthal for fiscal 1998. The
Performance Goal established in March 1999 resulted in $981,510 payable to Mr.
Lowenthal for fiscal 1999 based on the following formula: (a) 3% of the
excess of the Corporation's actual Return on Equity over a Base Return on
Equity of 15% (based on Shareholders' Equity as at December 31, 1998), up to
a 25% Return on Equity; (b) plus 4% of the excess of the Corporation's actual
Return on Equity over a 25% Return on Equity (based on Shareholders' Equity
as at December 31, 1998); ( c) plus 3% of the amount by which the Corporation's
consolidated net profit for the year ended December 31, 1999 exceeded the
average of the Corporation's consolidated net profit for the three years ended
December 31, 1998, 1997 and 1996. The Stock Appreciation Amount resulted in nil
being payable to Mr. Lowenthal for fiscal 1999. The Performance Goal established
in March 2000 resulted in an aggregate amount payable to Mr. Lowenthal of
$3,110,490 for fiscal 2000. The calculation was based on the following formula:
(a) 3% of the excess of the Corporation's actual Return on Equity over a Base
Return on Equity of 15% (based on Shareholders' Equity as at December 31,
1999), up to a 25% Return on Equity; (b) plus 4% of the excess of the
Corporation's actual Return on Equity over a 25% Return on Equity (based on
Shareholders' Equity as at December 31, 1999); ( c) plus 3% of the amount by
which the Corporation's consolidated net profit for the year ended December 31,
2000 exceeded the average of the Corporation's consolidated net profit for the
three years ended December 31, 1999, 1998 and 1997, and (d) the Stock
Appreciation Amount which was based on the increase in the value of 200,000
Class A Shares from a base price of $14.90 to $24.10, the closing price of the
Class A Shares on the New York Stock Exchange on December 29, 2000.
For each of 1998 and 2000, the Committee awarded Mr. Lowenthal discretionary
bonuses based on its evaluation of his performance and achievements in light of
the business challenges faced by the Company and its subsidiaries in such years.
In each of 1998 and 1999, Mr. Lowenthal was awarded stock options under the
Plan by the Committee.
U. S. Internal Revenue Code Section 162(m)
The Corporation is a Canadian taxpayer. However, because Fahnestock is a U.S.
taxpayer, most compensation issues are affected by the U.S. Internal Revenue
Code of 1986, as amended (the U.S. Tax Code").
Section 162(m) of the U.S. Tax Code generally disallows a tax deduction to
public corporations for annual compensation of over $1,000,000 paid to any of
the company's chief executive officer and four other most highly paid executive
officers (determined as of the end of each fiscal year) unless it constitutes
qualified performance-based compensation or otherwise qualifies for an
exception.
In order to qualify for exemptions under Section 162(m), on March 25, 1997, the
1997 Comp Agreement was adopted and approved by the Class B Shareholders.
In 1997, the Committee proposed and the Directors adopted an amendment to the
Plan which was confirmed by the Class B Shareholders limiting the number of
Class A Shares issuable under options granted under the Plan in any 60 month
period to 500,000 with respect to certain individual participants in the Plan.
In 1999, the Committee proposed and the Directors adopted a further amendment to
the Plan which was confirmed by the Class B Shareholders extending this
limitation to all participants in the Plan.
To the extent consistent with the Company's general compensation objectives, the
Committee considers the potential effect of Section 162(m) on compensation paid
to the executive officers of the Company and its subsidiaries. However, the
Committee reserves the right to award and recommend the awarding of
nondeductible compensation in any circumstances it deems appropriate. Further,
because of ambiguities and uncertainties as to the application and
interpretation of Section 162(m) and the regulations issued thereunder, no
assurance can be given, notwithstanding the Company's efforts to qualify, that
the compensation paid by the Company to its executive officers will in fact
satisfy the requirements for the exemption from the Section 162(m) deduction
limit.
Members of the Compensation and Stock Option Committee
Burton Winberg - Chairman
John L. Bitove
SHARE PERFORMANCE GRAPH
The following graph shows changes over the past five years period of
U.S.$100 invested in (1) the Company's Class A Shares, (2) the Standard &
Poors 500 Composite Stock Price Index and (3) the Toronto Stock
Exchange Total Return Index.
1995 1996 1997 1998 1999 2000
Fahnestock 100 159 190 191 163 282
S&P 500 100 120 158 200 239 207
TSE Total Return Index 100 113 143 138 179 190
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The following table sets forth information as of December 31, 2000 as to
the only persons known to the Company which own beneficially more than 5% of
the Class B Shares (the only class of voting stock of the Company). There are
no outstanding rights to acquire beneficial ownership of any Class B Shares.
Title of Class Identity of
Person or Group/
Mailing Address Amount Owned Percent of Class
Class B A.G. Lowenthal 50,490 (1) 50.6%
c/o Fahnestock & Co. Inc.
125 Broad St
New York, NY 10004
O. Roberts 44,309 (2) 44.4%
c/o Suite 1110, Box 2015
20 Eglinton Ave. W.
Toronto, Canada M4R 1K8
________________________________________
1. All shares are held of record by Phase II Financial Limited, an Ontario
corporation ("Phase II") wholly-owned by Mr. Lowenthal who is Chairman of the
Company.
2. Mrs. Roberts, who is the mother of Elaine Roberts, President of the Company,
owns 100 shares directly and 44,209 shares indirectly through Elka Estates
Limited, an Ontario corporation ("Elka") which is wholly-owned by Mrs. Roberts.
(b) The following table sets forth information as of December 31, 2000 as to the
ownership of Class A Shares and Class B Shares, the only classes of equity
securities of the Company, by persons who are directors of the Company, the
Named Executives, and as to directors and executive officers of the Company as a
group, without naming them.
Title of Class Identity of Person or
Group Amount Owned Percent of Class
Class A Shares A.G. Lowenthal 2,500,839 (1) 21%
A.W. Oughtred 18,750 (3) *
B. Winberg 19,450 (3) *
E. Shames 20,056 (4) *
E.K. Roberts 120,994 1%
J.L. Bitove 65,290 (3) *
K.W. McArthur 35,000 *
R. Crystal 500 *
R. Neuhoff 24,555 (5) *
Executive Officers and
Directors as a group (7
members) 2,757,823 (1),(3) 23%
Class B Shares A.G. Lowenthal 50,490 (2) 51%
A.W. Oughtred 0 *
B. Winberg 0 *
E. Shames 0 *
E.K. Roberts 108 *
J.L. Bitove 20 *
K.W. McArthur 0 *
R. Crystal 0 *
R. Neuhoff 0 *
Executive Officers and
Directors as a group (7
members) 50,618 51%
_____________________________________
(1) Mr. Lowenthal is the sole general partner of Phase II Financial L. P., a
New York limited partnership, ("Phase II L.P.") which is the record holder of
2,450,900 Class A Shares. Mr. Lowenthal holds 11,073 Class A Shares through the
Company's 401(k) plan and 1,366 Class A Shares directly. 37,500 Class A Shares
are beneficially owned in respect of Class A Shares currently issuable upon
exercise of options granted under the Plan.
(2) Phase II, an Ontario corporation wholly-owned by Mr. Lowenthal, is the
holder of record of all such shares.
(3) 18,750 Class A Shares are beneficially owned in respect of Class A Shares
currently issuable upon exercise of options issued under the Plan. The balance
of the shares held, if any, are held directly.
(4) 1,306 Class A Shares are held through the Company's 401(k) plan and
18,750 Class A Shares are beneficially owned in respect of Class A Shares
currently issuable upon exercise of options granted under the Plan.
(5) 20,000 Class A Shares are held directly and 4,555 Class A Shares are held
through the Company's 401(k) plan.
* less than 1%
(c) There are no arrangements, known to the Company, the operation of which
may at a subsequent date result in a change of control of the Company.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year 2000, none of the directors, executive officers or senior
officers of the Company and Fahnestock was indebted to the Company or
its subsidiaries in connection with the purchase of securities of the
Company.
During the year 2000 certain of the directors, executive officers and senior
officers of the Company and Fahnestock maintained margin accounts with
Fahnestock in connection with the purchase of securities (other than
securities of the Company) which margin accounts are substantially on the
same terms including interest rates and collateral, as those prevailing from
time to time for comparable transactions with non-affiliated persons and do
not involve more than the normal risk of collectability. The details of their
indebtedness to Fahnestock on their margin accounts is as follows:
Name and Principal Largest Amount Amount Security for
Position Outstanding Outstanding as Indebtedness
During 2000 at March 1, 2001
Albert G. Lowenthal, $500,000 nil Margined securities
Chairman and CEO
of the Company and
Fahnestock
Robert M. Neuhoff, $1,358,000 nil Margined securities
Executive Vice-
President of
Fahnestock
Eric Shames, $29,000 nil Margined securities
Secretary and Chief
Legal Officer of
Fahnestock
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (i)Financial Statements
The response to this portion of Item 14 is
submitted as a separate section of this report.
See pages F-1 to F-17
(ii)Financial Statement Schedules
Not Applicable
(iii)Listing of Exhibits
The exhibits which are filed with this Form
10-K or are incorporated herein by reference
are set forth in the Exhibit Index which
immediately precedes the exhibits to this
report.
(b) Reports on Form 8-K
None
(c) Exhibits
See the Exhibit Index included hereinafter.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the
City of New York, State of New York, on the 28th day of February, 2001.
FAHNESTOCK VINER HOLDINGS INC.
BY:/s/E.K. Roberts
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on
the dates indicated.
Signature/
Title Date
/s/J.L. Bitove
Director February 28, 2001
/s/ R. Crystal
Director February 28, 2001
/s/ A.G. Lowenthal
Chairman, Chief Executive February 28, 2001
Officer, Director
/s/ K.W. McArthur
Director February 28, 2001
/s/ A.W. Oughtred
Secretary, Director February 28, 2001
s/ E.K. Roberts
President & Treasurer, February 28, 2001
(Principal Financial and
Accounting Officer), Director
/s/ B. Winberg
Director February 28, 2001
FAHNESTOCK VINER HOLDINGS INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2000
PAGES F-1 to F-17
MANAGEMENT'S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements of Fahnestock Viner
Holdings Inc. were prepared by management in accordance with accounting
principles generally accepted in the United States of America, which conform in
all material respects with accounting principles generally accepted in Canada.
The significant accounting policies of the Company are described in Note 1 to
the consolidated financial statements.
Management is responsible for the integrity and objectivity of the
information contained in the consolidated financial statements. In order to
present fairly the financial position of the Company and the results of its
operations and the changes in its financial position, estimates which are
necessary are based on careful judgements and have been properly reflected in
the consolidated financial statements. Management has established systems of
internal control which are designed to provide reasonable assurance that assets
are safeguarded from loss or unauthorized use and to produce reliable accounting
records for the preparation of financial information.
PricewaterhouseCoopers LLP, the Company's independent accountants,
conducts an audit of the consolidated financial statements in accordance with
auditing standards generally accepted in the United States of America. Their
audit includes a review and evaluation of the Company's systems of internal
control, and such tests and procedures as they consider necessary in order to
form an opinion as to whether the consolidated financial statements are
presented fairly in accordance with accounting principles generally accepted
in the United States of America.
The Board of Directors is responsible for ensuring that management fulfills
its responsibilities for financial reporting and internal control. The Board of
Directors is assisted in this responsibility by its Audit Committee, whose
members are not officers of the Company. The Audit Committee meets with
management as well as with the independent accountants to review the internal
controls, consolidated financial statements, and the auditors' report. The
Audit Committee reports its findings to the Board of Directors for its
consideration in approving the consolidated financial statements for issuance
to the shareholders.
Management recognizes its responsibility for conducting the Company's
affairs in compliance with established financial standards, and applicable
laws and regulations, and for maintaining proper standards of conduct for its
activities.
/s/A.G. Lowenthal /s/E.K. Roberts
Chairman of the Board President and Treasurer
and Chief Executive Officer
February 16, 2001
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE SHAREHOLDERS OF FAHNESTOCK VINER HOLDINGS INC.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, shareholders' equity, and cash flows
present fairly, in all material respects, the financial position of Fahnestock
Viner Holdings Inc. and its subsidiaries at December 31, 2000 and 1999, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
New York, New York
February 16, 2001.
FAHNESTOCK VINER HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31,
2000 1999
Expressed in thousands of U.S. dollars
ASSETS
Current assets
Cash and short-term deposits $14,669 $10,838
Restricted deposits (note 2) 2,712 2,392
Securities purchased under agreement to resell 23,500 74,560
Deposits with clearing organizations 5,917 5,955
Receivable from brokers and clearing
organizations (note 1) 130,657 136,767
Receivable from customers 428,582 436,320
Securities owned, including amounts pledged,
at market value (note 3) 51,543 63,244
Other 23,050 19,018
680,630 749,094
Other assets
Stock exchange seats (approximate market value
$8,258; $6,148 in 1999) 3,018 1,318
Fixed assets, net of accumulated depreciation of
$14,961; $11,956 in 1999 9,687 10,872
Goodwill, at amortized cost 4,147 5,244
16,852 17,434
$697,482 $766,528
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Drafts payable $26,464 $24,765
Bank call loans (note 4) 25,899 66,322
Securities sold under agreement to repurchase 23,500 69,031
Payable to brokers and clearing
organizations (note 1) 222,150 209,151
Payable to customers 124,534 125,207
Securities sold, but not yet purchased,
at market value (note 3) 8,153 18,661
Accounts payable and other liabilities 40,003 45,331
Income taxes payable 4,979 20,672
475,682 579,140
Commitments and contingencies (note 9)
Shareholders' equity
Share capital (note 5)
11,990,969 Class A non-voting shares
(1999 - 12,147,569 shares) 29,550 32,518
99,680 Class B voting shares 133 133
29,683 32,651
Contributed capital (note 6) 3,499 3,262
Retained earnings 188,618 151,475
221,800 187,388
$697,482 $766,528
The accompanying notes are an integral part of these consolidated financial
statements.
FAHNESTOCK VINER HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,
2000 1999 1998
Expressed in thousands of U.S. dollars, except per share amounts
REVENUE:
Commissions $128,915 $118,747 $114,889
Principal transactions, net 84,420 71,014 32,727
Interest 63,696 43,835 42,028
Underwriting fees 9,314 15,550 12,655
Advisory fees 21,764 22,440 21,742
Other 8,390 7,525 8,740
316,499 279,111 232,781
EXPENSES:
Compensation and related expenses 154,881 143,557 130,064
Clearing and exchange fees 7,205 8,870 8,634
Communications 23,312 21,421 20,930
Occupancy costs 12,465 12,722 13,246
Interest 33,122 21,326 21,831
Other 13,802 20,749 16,353
244,787 228,645 211,058
Profit before income taxes 71,712 50,466 21,723
Income tax provision (note 7) 30,811 23,076 9,276
NET PROFIT FOR YEAR $40,901 $27,390 $12,447
Profit per share (note 8)
- basic $3.38 $2.19 $0.99
- diluted $3.29 $2.17 $0.96
The accompanying notes are an integral part of these consolidated financial
statements.
FAHNESTOCK VINER HOLDINGS INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31,
2000 1999 1998
Expressed in thousands of U.S. dollars, except per share amounts
SHARE CAPITAL
Balance at beginning of year $32,651 $36,525 $40,916
Issue of Class A non-voting shares 946 4,164 1,899
Repurchase of Class A non-voting shares
for cancellation (3,916) (8,038) (6,290)
Balance at end of year $29,683 $32,651 $36,525
CONTRIBUTED CAPITAL
Balance at beginning of year $3,262 $2,196 $1,333
Tax benefit from employee stock
options exercised 237 1,066 863
Balance at end of year $3,499 $3,262 $2,196
RETAINED EARNINGS
Balance at beginning of year $151,475 $127,602 $118,686
Net profit for year 40,901 27,390 12,447
Dividends paid (3,758) (3,517) (3,531)
Balance at end of year $188,618 $151,475 $127,602
The accompanying notes are an integral part of these consolidated financial
statements.
FAHNESTOCK VINER HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,
2000 1999 1998
Expressed in thousands of U.S. dollars
Cash flows from operating activities:
Net profit for year $40,901 $27,390 $12,447
Adjustments to reconcile net profit
to net cash provided by (used in)
operating activities:
Non-cash items included in net profit:
Depreciation and amortization 3,472 3,527 2,905
Gain on sale of exchange seat - (492) -
Decrease (increase) in operating assets,
net of the effect of the acquisition
of Propp & Company Inc.:
Restricted deposits (320) (80) (775)
Securities purchased under
agreement to resell 51,060 (62,386) (12,174)
Deposits with clearing organizations 38 1,117 (2,338)
Receivable from brokers and clearing
organizations 6,110 30,251 192,187
Receivable from customers 7,738 (101,656) 16,143
Securities owned 11,701 25,335 (25,317)
Other assets (3,244) 7,924 1,033
Increase (decrease) in operating
liabilities, net of the effect of
the acquisition of Propp & Company Inc.:
Drafts payable 1,699 2,031 4,227
Securities sold under agreement
to repurchase (45,531) 68,367 664
Payable to brokers and clearing
organizations 12,999 (25,878) (187,144)
Payable to customers (673) 9,329 (1,155)
Securities sold, but not yet
purchased (10,508) (22,443) 10,014
Accounts payable and other
liabilities (5,504) 5,181 (5,452)
Tax benefit from employee options
exercised 237 1,066 863
Income taxes payable (16,606) 18,007 (13,387)
Cash provided by (used in) operating
activities 53,569 (13,410) (7,259)
Cash flows from investing activities:
Purchase of Propp & Company, net
of cash acquired (768) - -
Proceeds from sale of exchange seat - 655 -
Purchase of fixed assets (1,821) (4,622) (2,564)
Cash used in investing activities (2,589) (3,967) (2,564)
Cash flows from financing activities:
Cash dividends paid on Class A
non-voting and Class B shares (3,758) (3,517) (3,531)
Issuance of Class A non-voting shares 948 4,164 1,899
Repurchase of Class A non-voting shares
for cancellation (3,916) (8,038) (6,290)
(Decrease) increase in bank call loans (40,423) 24,1051 8,462
Cash (used in) provided by financing
activities (47,149) 16,714 10,540
Net increase (decrease) in cash and
short-term deposits 3,831 (663) 717
Cash and short-term deposits,
beginning of year 10,838 11,501 10,784
Cash and short-term deposits,
end of year $14,669 $10,838 $11,501
The accompanying notes are an integral part of these consolidated financial
statements.
FAHNESTOCK VINER HOLDINGS INC.
Notes to Consolidated Financial Statements
(Expressed in U.S. dollars)
December 31, 2000
GENERAL
Fahnestock Viner Holdings Inc. (the "Company") is incorporated under the laws of
Ontario. The Company's principal subsidiary, Fahnestock & Co. Inc.
("Fahnestock") is a member of the New York Stock Exchange, the American Stock
Exchange and several other regional exchanges in the United States.
1. Summary of significant accounting policies
These consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America for the
purpose of inclusion in the annual report on Form 10-K. In all material
respects, they conform with accounting principles generally accepted in Canada
which have been used to prepare the consolidated financial statements for
purposes of inclusion in the annual report to shareholders, except the
calculation of earnings per share.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the dates of the financial statements and
the reported amounts of revenues and expenses during the reporting periods. The
most significant estimates are related to income taxes and contingencies.
Actual results could be materially different from these estimates.
Since operations are predominantly based in the United States, these
consolidated financial statements are presented in U.S. dollars.
The following is a summary of significant accounting policies followed in the
preparation of these consolidated financial statements:
(a) Basis of consolidation
The consolidated financial statements include the accounts of the Company and
all subsidiaries. The major subsidiaries, wholly-owned and operated in the U.S.,
are as follows:
Fahnestock & Co. Inc. -broker/dealer in securities
Freedom Investments, Inc. -discount broker in securities
All significant intercompany balances and transactions have been eliminated in
the preparation of the consolidated financial statements.
(b) Brokerage operations
Transactions in proprietary securities and related revenues and expenses are
recorded on a trade date basis. Customers' securities and commodities
transactions are reported on a settlement date basis which is generally three
business days. Related commission income and expense is recorded on a trade
date basis. Securities owned and securities sold but not yet purchased are
reported at market value generally based upon quoted prices. Realized and
unrealized changes in market value are recognized in net trading revenues in the
year in which the change occurs. Other financial instruments are carried at
fair value or amounts that approximate fair value.
(c) Cash and cash equivalents
The Company defines cash equivalents as highly liquid investments with original
maturities of less than 90 days that are not held for sale in the ordinary
course of business.
(d) Drafts payable
Drafts payable represent amounts drawn by the Company against a bank.
(e) Goodwill
Goodwill, acquired upon the acquisition of Fahnestock, Fahnestock International
Inc. and First of Michigan Capital Corporation, is being amortized to operations
on a straight-line basis over twenty years. Negative goodwill arising as a
result of the acquisition of Hopper Soliday Corporation and subsidiaries, Reich
& Co., Inc. and Propp & Company Inc. is being amortized to operations on a
straight-line basis over twenty years.
(f) Fixed assets
Fixed assets and stock exchange seats are stated at cost. Depreciation of
furniture and fixtures is provided on the straight-line method generally over
five to seven years. Leasehold improvements are amortized on a straight-line
basis over the shorter of the life of the asset or the life of the lease.
(g) Foreign currency translations
Canadian currency balances have been translated into U.S. dollars as follows:
monetary assets and liabilities at exchange rates prevailing at year end;
revenue and expenses at average rates for the year; and non-monetary assets and
share capital at historic rates.
(h) Income taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standard No. 109, "Accounting for Income Taxes". Deferred
income tax assets and liabilities arise from "temporary differences" between the
tax basis of an asset or liability and its reported amount in the consolidated
financial statements. Deferred tax balances are determined by applying the
enacted tax rates.
(i)Securities lending activities
Securities borrowed and securities loaned are carried at the amounts of cash
collateral advanced or received.
Securities borrowed transactions require the Company to deposit cash, letters of
credit, or other collateral with the lender. The Company receives cash or
collateral in an amount generally in excess of the market value of securities
loaned.
The Company monitors the market value of securities borrowed and loaned on a
daily basis and may require counterparties to deposit additional collateral or
return collateral pledged when appropriate.
Included in receivable from brokers and clearing organizations are deposits paid
for securities borrowed of $115,864,000 (1999 - $113,147,000). Included in
payable to brokers and clearing organizations are deposits received for
securities loaned of $214,696,000 (1999 -$199,132,000).
(j) Resale and repurchase agreements
Transactions involving purchases of securities under agreements to resell
("reverse repurchase agreements") or sales of securities under agreements to
repurchase ("repurchase agreements") are treated as collateralized financing
transactions and recorded at their contractual resale or repurchase amounts plus
accrued interest.
The Company obtains possession of collateral with a market value equal to or in
excess of the principal amount loaned under reverse repurchase agreements.
Collateral is valued daily, and adjusted when appropriate.
(k) Revenues
Investment banking fees are recorded on offering date, sales concessions
on settlement date and underwriting fees at the time the transaction is
substantially completed and income is reasonably determinable.
Management and investment advisory fees are recorded as earned.
(l) Interest paid
Included in interest paid is interest on short term bank loans, subordinated
debt, payments in lieu of interest on securities loaned and interest paid with
respect to reverse repurchase agreements.
2. Restricted deposits
Deposits of $2,712,000 (1999 - $2,392,000) were held at year end in a special
reserve bank account for the exclusive benefit of customers in accordance with
regulatory requirements. To the extent permitted, these deposits are invested in
interest bearing accounts collateralized by qualified securities.
3. Securities owned and sold, but not yet purchased (at market value)
2000 1999
Securities owned consist of:
Corporate equities $20,256,000 $25,387,000
Corporate debt 14,444,000 14,380,000
U.S. government and agency and state and
municipal government obligations 12,383,000 19,564,000
Options 28,000 3,000
Money market funds 4,432,000 3,910,000
$51,543,000 $63,244,000
Securities sold, but not yet purchased consist of:
Corporate equities $3,912,000 $4,454,000
Corporate debt 3,988,000 3,372,000
U.S. government and agency and state and
municipal government obligations and other 253,000 10,835,000
$8,153,000 $18,661,000
Securities owned and sold, but not yet purchased, consists of trading and
investment securities at market values. At December 31, 2000, the Company has
pledged securities owned of approximately $532,000 ($534,000 in 1999) as
collateral to counterparties for stock loan transactions which can be sold or
repledged.
4. Bank call loans
Bank call loans, primarily payable on demand, bear interest at various rates but
not exceeding the broker call rate, which was 8.25% at December 31, 2000. These
loans, collateralized by firm and customer securities with market values of
approximately $34,230,000 and $97,992,000, respectively, are primarily with two
money center banks. Details of the bank call loans are as follows:
2000 1999 1998
Year-end balance $25,899,000 $66,322,000 $42,217,000
Weighted interest rate
(at end of year) 7.09% 4.82% 6.03%
Maximum balance
(at any month end) $170,406,000 $66,322,000 $56,432,000
Average amount outstanding
(during the year) (1) $77,579,000 $39,505,000 $27,246,000
Weighted average interest
rate (during the year) (2) 7.86% 6.41% 4.30%
(1) The average amount outstanding during the year was computed by adding
amounts outstanding at the end of each month and dividing by twelve.
(2) The weighted average interest rate during the year was computed
by dividing the actual interest expense by the average bank call loans
outstanding at the end of each month.
Aggregate interest paid by the Company on a cash basis during the years ended
December 31, 2000, 1999, and 1998 was $33,061,000, $19,378,000 and
$16,643,000, respectively.
5. Share capital
The Company's authorized share capital, all of which is without par value,
consists of (a) an unlimited number of first preference shares issuable in
series; (b) an unlimited number of Class A non-voting shares; and (c) 99,680
Class B voting shares.
The Class A non-voting and the Class B voting shares are equal in all respects
except that the Class A non-voting shares are non-voting.
The Company's issued and outstanding share capital is as follows (no first
preference shares have been issued):
2000 1999 1998
11,990,969 (12,147,569 in 1999 and
12,241,269 in 1998) Class A
non-voting shares $29,550,000 $32,518,000 $36,392,000
99,680 Class B voting shares 133,000 133,000 133,000
$29,683,000 $32,651,000 $36,525,000
Under the Company's 1996 Equity Incentive Plan as amended February 29, 2000
("EIP"), the compensation and stock option committee of the board of directors
of the Company may grant options to purchase Class A Shares to officers and key
employees of the Company and its subsidiaries. Grants of options are made to the
Company's independent directors on a formula basis. Options are generally
granted for a five year term and generally vest at the rate of 25% of the amount
granted for each year held. The authorized number of Class A non-voting shares
that may be made subject to options under the EIP is 3,230,000.
2000 1999
Weighted Weighted
average average
Number exercise Number exercise
of shares price of shares price
Options outstanding,
beginning of year 1,557,669 $15.18 1,226,110 $12.71
Options granted 229,950 $16.28 755,909 $14.96
Options exercised (88,000) $10.86 (413,000) $7.93
Options forfeited (59,595) $15.68 (51,350) $15.16
Options outstanding,
end of year 1,640,024 $15.46 1,557,669 $15.18
Options vested, end of year 318,045 $13.95 152,750 $9.04
The following table summarizes stock options outstanding and exercisable as at
December 31, 2000.
Weighted Weighted Weighted
Range of average average Number average
exercise prices Number remaining exercise exercisable exercise
in U.S.$ outstanding contractual price of (vested) price of
life outstanding vested
options options
$10.47 - $14.94 682,914 2.3 years $13.13 175,795 $11.24
$15.13 - $24.10 957,110 2.9 years $17.13 131,750 $17.54
$10.47 - $24.10 1,640,024 2.6 years $15.46 307,545 $13.94
The Company issued Class A non-voting shares from Treasury to the Company's
401(k) plan as follows:
Total
Number of Issue price consideration
Year shares Date of issue per share paid
1998 56,000 January 12, 1999 $15.875 $889,000
1999 nil
2000 nil
In 2000, the Company paid cash dividends to holders of Class A non-voting and
Class B shares as follows (U.S. $0.28 in 1999):
Dividend per share Record Date Payment Date
US$0.07 February 11, 2000 February 25, 2000
US$0.08 May 5, 2000 May 19, 2000
US$0.08 August 4, 2000 August 18, 2000
US$0.08 November 3, 2000 November 17, 2000
The Company may purchase up to 596,537 Class A non-voting shares by way of a
Normal Course Issuer Bid through the facilities of The Toronto Stock Exchange
and/or the New York Stock Exchange. During the year ended December 31, 2000,
the Company purchased 244,600 Class A non-voting shares for a total
consideration of $3,915,000 under a Normal Course Issuer Bid which expired on
July 4, 2000 (275,200 shares for $3,853,000 in 1999 and 415,500 shares for
$6,290,000 in 1998). Unless terminated earlier by the Company, it may continue
to purchase shares up to July 4, 2001.
6. Contributed capital
Contributed capital represents the tax benefit on the difference between market
price and exercise price on employee stock options exercised.
7. Income taxes
The income tax provision shown in the consolidated statement of operations is
reconciled to amounts of tax that would have been payable (recoverable) from the
application of combined federal, state, provincial and local tax rates to
pre-tax profit as follows:
2000 1999 1998
Profit before income tax $71,712,000 $50,466,000 $21,723,000
U.S. federal tax at 35% $25,110,000 $17,663,000 $7,589,000
Canadian tax at 44% - - 17,000
Combined state and local tax,
net of federal benefit 5,846,000 4,444,000 1,870,000
Income taxes before under-noted 30,956,000 22,107,000 9,476,000
Tax effect of non-taxable interest
and dividends (258,000) (177,000) (244,000)
Tax effect of differences between
accounting and taxable income 113,000 1,146,000 44,000
Income taxes $30,811,000 $23,076,000 $9,276,000
Profit before income tax provision
Canadian operations $(32,000) - $39,000
U.S. operations $71,744,000 $50,466,000 $21,684,000
The current U.S. income tax provision in 2000 is $30,811,000 ($23,076,000 in
1999 and $9,276,000 in 1998). The current Canadian income tax provision in
2000 is nil (nil in 1999 and 1998).
Income taxes included in the consolidated statements of income represent the
following:
Year ended December 31,
2000 1999 1998
U.S. Federal tax $21,817,000 $16,239,000 $6,399,000
State and local tax 8,994,000 6,837,000 2,877,000
Total $30,811,000 $23,076,000 $9,276,000
Aggregate deferred tax assets, which relate primarily to fixed assets and non-
deductible expenses, are included in other assets and amounted to approximately
$4,287,000 ($3,100,000 in 1999).
On a cash basis, the Company paid income taxes for the years ended December
31, 2000, 1999 and 1998 in the amounts of $46,163,000, $4,700,000 and
$21,170,000, respectively.
8. Earnings per share
2000 1999 1998
Basic weighted average number of
shares outstanding 12,108,798 12,479,550 12,575,905
Stock options 308,053 114,902 365,412
Diluted common shares 12,416,851 12,594,452 12,941,317
Net profit $40,901,000 $27,390,000 $12,447,000
Basic profit per share $3.38 $2.19 $0.99
Diluted profit per share $3.29 $2.17 $0.96
The dilutive impact of stock options has been determined by application of the
treasury stock method.
FASB Statement No.123 "Accounting for Stock-Based Compensation" ("SFAS
123") was issued in 1995, and changed the method for accounting for stock
compensation plans similar to those of the Company.
Adoption of SFAS 123's fair value recognition method is optional. The Company
has chosen to continue to apply Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations in
accounting for its stock compensation plans.
The unaudited proforma results if compensation expense for the Company's 2000
grants for stock compensation had been determined in accordance with SFAS
123, expressed in thousands of U.S. dollars except per share amounts, are as
follows:
December 31,2000 December 31, 1999 December 31, 1998
As As As
Reported Proforma Reported Proforma Reported Proforma
Net profit $40,901 $39,518 $27,390 $26,215 $12,447 $11,857
Basic profit
per share $3.38 $3.26 $2.19 $2.10 $0.99 $0.94
Diluted
profit per
share $3.29 $3.18 $2.17 $2.08 $0.96 $0.92
For purposes of the proforma presentation, the Company determined fair value
using an option pricing model with the following weighted average assumptions
for grants in 2000: risk-free interest rates ranging from 5.11% to 6.80% (4.78%
to 6.34% in 1999 and 4.02% to 5.63% in 1998), expected dividend yield of 1.5%
(1.8% in 1999 and 1998), expected life of 5 years and expected volatility
ranging from 21% to 29% (24% to 48% in 1999 and 24% to 30% in 1998). The
weighted average fair value of options granted during 2000 was $952,000
($3,889,000 in 1999 and $1,747,000 in 1998). The fair value is being amortized
over five years on an after-tax basis, where applicable for purposes of proforma
presentation. Stock options generally expire five years after the date of grant
or three months after the date of retirement, if earlier. Stock options
generally vest over a five year period with 0% in year one, 25% of the shares
becoming exercisable on each of the next three anniversaries of the grant
date and the balance vesting in the last six months of the option life. The
vesting period is at the discretion of the Compensation and Stock Option
Committee and is determined at the time of grant.
The effects of applying SFAS 123 in this proforma presentation are not
indicative of future amounts because it does not take into consideration future
grants, any difference between actual and assumed forfeitures, and only reflects
grants subsequent to December 15, 1994.
9. Commitments and contingencies
(a) The Company and its subsidiaries are obligated under lease agreements
expiring at various dates through 2013 to pay the following future minimum
rentals:
2001 $7,210,000
2002 6,107,000
2003 5,393,000
2004 4,239,000
2005 and thereafter 21,311,000
Total $44,260,000
Certain of the leases contain provisions for rent escalation based on increases
in costs incurred by the lessor.
(b) The Company's rent expense for the years ended December 31, 2000, 1999
and 1998 was $8,233,000, $8,182,000 and $8,226,000, respectively.
(c) The Company, through its subsidiaries, maintains a defined contribution plan
covering substantially all full-time U.S. employees. The Fahnestock plan
provides that the Company may make discretionary contributions. For certain
employees who were formerly employed by FOM, contributions are made in
accordance with the terms of the plan document.
FOM sponsors an unfunded Supplemental Executive Retirement Program
("SERP"), which is a non-qualified plan that provides certain former officers
additional retirement benefits. Benefits payable under the SERP were
approximately $1,956,000 at December 31, 2000.
The Company made contributions to the plans of $2,503,000, $2,692,000 and
$2,344,000 in 2000, 1999 and 1998, respectively.
(d) On November 30, 2000 the Company established an Executive Deferred
Compensation Plan ("EDCP") in order to offer to certain qualified
high-performing financial consultants, a bonus based upon a formula reflecting
years of service, gross commissions and a valuation of their clients' assets.
The bonus amounts calculated with respect to fiscal 2000 total approximately
$900,000 and will normally vest on January 1, 2006. The liability is being
recognized on a straight-line basis over the vesting period. No expense was
recognized in fiscal 2000.
(e) At December 31, 2000, the Company has collateralized and uncollateralized
letters of credit for $41,500,000. Collateral for these letters of credit
include marketable securities of approximately $10,831,000, pledged to two
financial institutions. No amounts have been drawn on the letters of credit at
December 31, 2000.
(f) The Company is involved in certain litigation arising in the ordinary course
of business. Management believes, based upon discussions with legal counsel,
that the outcome of this litigation will not have a material effect on the
Company's financial position. The materiality of legal matters to 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.
(g) The Company's principal subsidiary, Fahnestock, is subject to the uniform
net capital requirements of the Securities and Exchange Commission ("SEC") under
Rule 15c3-1 (the "Rule"). Fahnestock computes its net capital requirements under
the alternative method provided for in the Rule which requires that Fahnestock
maintain net capital equal to two percent of aggregate customer related debit
items, as defined in SEC Rule 15c3-3. At December 31, 2000, Fahnestock had net
capital of $158,298,000 which was $148,598,000 in excess of the $9,700,000
required to be maintained at that date.
(h) In accordance with the Securities and exchange Commission's No Action Letter
dated November 3, 1998, the Company has computed a reserve requirement for
the proprietary accounts of introducing firms as of December 31, 2000. The
Company had no deposit requirements as of December 31, 2000.
10. Financial instruments with off-balance sheet risk and concentration of
credit risk
In the normal course of business, the Company's securities activities involve
execution, settlement and financing of various securities transactions for
customers. These activities may expose the Company to risk in the event
customers, other brokers and dealers, banks, depositories or clearing
organizations are unable to fulfill their contractual obligations.
The Company is exposed to off-balance sheet risk of loss on unsettled
transactions in the event customers and other counterparties are unable to
fulfill their contractual obligations. It is the Company's policy to
periodically review, as necessary, the credit standing of each counterparty with
which it conducts business.
Securities sold, but not yet purchased represent obligations of the Company to
deliver the specified security at the contracted price and thereby create a
liability to repurchase the security in the market at prevailing prices.
Accordingly, these transactions result in off-balance-sheet risk, as the
Company's ultimate obligation to satisfy the sale of securities sold, but not
yet purchased may exceed the amount recognized on the balance sheet. Securities
positions are monitored on a daily basis.
The Company's customer financing and securities lending activities require
the Company to pledge customer securities as collateral for various
financing sources such as bank loans and securities lending. At December
31, 2000, the Company has approximately $600 million of customer
securities under customer margin loans that are available to be pledged of
which the Company has repledged approximately $116,185,000 under
securities loan agreements. In addition, the Company has received
collateral of approximately $108,094,000 and $27,337,000 under securities
borrow and reverse repurchase agreements, respectively, of which the
Company has repledged approximately $109,548,000 as collateral under
securities loans and repurchase agreements. Included in receivable from
brokers and clearing organizations are receivables from three major broker-
dealers totalling $62,235,000.
The Company monitors the market value of collateral held and the market value of
securities receivable from others. It is the Company's policy to request and
obtain additional collateral when exposure to loss exists. In the event the
counterparty is unable to meet its contractual obligation to return the
securities, the Company may be exposed to off-balance sheet risk of acquiring
securities at prevailing market prices.
As part of its trading strategy, the Company uses derivative financial
instruments. Net revenues from principal transactions, including derivatives,
for the year ended December 31, 2000 included net revenues from trading equities
of $71,830,000 ($57,078,000 in 1999 and $14,617,000 in 1998) and net revenues
from trading fixed income securities of $12,590,000 ($13,936,000 in 1999 and
$18,110,000 in 1998).
Futures contracts, comprised mainly of stock index futures, represent
commitments to purchase or sell securities at a future date and at a specified
price. Credit risk and market risk exist with respect to these instruments.
Credit risk associated with the contracts is limited to amounts recorded in the
balance sheet. Notional or contractual amounts are used to express the volume of
these transactions, and do not represent the amounts potentially subject to
market risk. At December 31, 2000, the Company had open contracts to sell stock
index futures contracts with notional values of approximately $10,012,000
($22,263,000 in 1999). The fair value of these derivative financial instruments
included in brokers and clearing organizations at December 31, 2000 was
approximately $461,000 ($974,000 in 1999), and the monthly average fair values
of the instruments during the year were assets of $333,000 and liabilities of
$466,000 (assets of $267,000 and liabilities of $335,000 in 1999).
Cash is deposited to satisfy initial margin requirements for open futures
contracts and is included in receivable from brokers and clearing organizations
with any gain or loss from the unsettled futures transactions.
At December 31, 2000 the Company had outstanding commitments to buy and sell
of $1,143,000 and $135,000, respectively, of mortgage-backed securities on a
when issued basis. These commitments have off-balance sheet risks similar to
those described above.
11. Impact of Recently Issued Accounting Standards
Under Statement of Financial Standards No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, the Company is
required to reclassify the market value of collateral pledged to counterparties
under securities loan and repurchase agreements, in which the counterparty has
the right to sell or repledge the security. The Company is also required to
disclose the market value of collateral received under securities borrow and
reverse repurchase agreements when it has the ability to sell or repledge the
collateral loans. In addition, the Company has the right to sell or repledge
securities under customer margin loans. See notes 3 and 10.
New accounting standards issued but not effective would not have a material
impact on the Company's financial statements.
12. Related Party Transactions
The Company has notes and accounts receivable for employees, net, of
approximately $4,727,000 at December 31, 2000. These amounts will be forgiven
over a three year period from the initial date of the loan and are contingent
on their continued employment with the Company. The unamortized potion of the
notes become due on demand in the event the employee departs during the three
year period.
13. Segment Information
The Company has determined its reportable segments based on the Company's
method of internal reporting, which disaggregates its retail business by branch
and its proprietary and investment banking businesses by product. The
Company's segments are: Private Client which includes all business generated
by the Company's 75 branches, including commission and fee income earned on
client transactions; Capital Markets which includes market-making activities in
over-the-counter equities, institutional trading in both fixed income and
equities, structured assets transactions, bond trading, trading in
mortgage-backed securities, corporate underwriting activities, public finance
activities, and syndicate participation; Interest which is derived from client
margin accounts, stock loan activities and financing activities; and Asset
Management which includes fees from money market funds and the investment
management services of Fahnestock's asset management divisions
employing various programs to professionally manage client assets either in
individual accounts or in funds. The Company evaluates the performance of its
segments and allocates resources to them based upon profitability.
The table below presents information about the reported operating income of the
Company for the years ended December 31, 2000, 1999 and 1998. The
Company's business is predominantly in the U.S. Asset information by
reportable segment is not reported, since the Company does not produce such
information for internal use.
Year ended December 31,
2000 1999 1998
Revenue:
Private Client $154,698,000 $148,584,000 $138,862,000
Capital Markets 82,700,000 74,027,000 38,153,000
Asset Management 13,347,000 12,177,000 11,740,000
Interest 60,817,000 39,753,000 38,810,000
Other 4,937,000 4,570,000 5,216,000
Total $316,499,000 $279,111,000 $232,781,000
Operating Income:
Private Client $5,065,000 $5,220,000 $3,579,000
Capital Markets 26,537,000 16,307,000 (5,530,000)
Asset Management 8,168,000 7,760,000 7,361,000
Interest 25,657,000 18,382,000 17,078,000
Other 6,285,000 2,797,000 (765,000)
Total $71,712,000 $50,466,000 $21,723,000
14. Subsequent event
On January 25, 2001, a cash dividend of U.S.$0.09 per share (totalling
$1,099,000) was declared payable on February 23, 2001 to holders of Class A
non-voting and Class B shares of record on February 9, 2001.
15. Quarterly Information (unaudited)
(Expressed in thousands of dollars, except per share amounts)
Fiscal Quarters
Year ended December 31, 2000 Fourth Third Second First Total
Revenue $74,218 $69,465 $69,424 $103,392 $316,499
Profit before income taxes $11,118 $11,864 $14,405 $34,325 $71,712
Net profit $7,654 $6,375 $8,292 $18,580 $40,901
Earnings per share:
Basic $0.63 $0.53 $0.68 $1.52 $3.38
Diluted $0.61 $0.51 $0.67 $1.50 $3.29
Dividends per share $0.08 $0.08 $0.08 $0.07 $0.31
Market price of Class A Shares:
High $24.10 $23.00 $18.875 $17.125 $24.10
Low $19.875 $18.4375 $16.50 $14.5625 $14.5625
Year ended December 31, 1999
Revenue $77,264 $64,948 $72,948 $63,951 $279,111
Profit before income taxes $15,283 $11,436 $13,755 $9,992 $50,466
Net profit $8,185 $6,253 $7,607 $5,345 $27,390
Earnings per share:
Basic $0.66 $0.50 $0.61 $0.43 $2.19
Diluted $0.65 $0.49 $0.60 $0.42 $2.17
Dividends per share $0.07 $0.07 $0.07 $0.07 $0.28
Market price of Class A Shares:
High $16.125 $16.25 $18.00 $19.9375 $19.9375
Low $14.3125 $14.375 $14.3125 $13.25 $13.25
The price quotations above were supplied by the New York Stock Exchange.
EXHIBIT INDEX
Unless designated by an asterisk indicating that such document has been filed
herewith, the Exhibits listed below have been heretofore filed by the Company
pursuant to Section 13 or 15(d) of the Exchange Act and are hereby
incorporated herein by reference to the pertinent prior filing.
Number/
Description
3 (a)
Articles of Incorporation, as amended, of Fahnestock Viner
Holdings Inc. (previously filed as exhibits to Form 20-F for the fiscal
year ended December 31, 1986 and 1988).
3(b)
By-Laws, as amended, of Fahnestock Viner Holdings Inc.
(previously filed as an exhibit to Form 20-F for the fiscal year ended
December 31, 1987).
10(f)
Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan,
Amended and Restated as at May 17, 1999 (previously filed as an
exhibit to Form S-8 dated May 15, 2000)
10(h)
Lease document for the premises at 125 Broad Street, New York,
NY dated May 27, 1997 between NY Broad Holdings, Inc. and
Fahnestock & Co. Inc. (previously filed as an exhibit filed to Form
10-K for the year ended December 31, 1997)
10(i)
Lease document for the premises at 300 River Place, Detroit, MI
dated February 28, 1997 between The Stroh Companies, Inc. and
First of Michigan Corporation (previously filed as an exhibit filed to
Form 10-K for the year ended December 31, 1997)
10(k)
Performance-Based Compensation Agreement between
Fahnestock Viner Holdings Inc. and Albert G. Lowenthal dated
March 25, 1997 (previously filed as an exhibit filed to Form 10-K for
the year ended December 31, 1997)
10(l)
Securities Purchase Agreement dated June 11, 1997, between
1888 Limited Partnership and DST Systems Inc. and Purchaser
(previously filed as an exhibit to Schedule 14D-1 and Schedule 13D
for First of Michigan Capital Corporation dated June 18, 1997)
10(m)
Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan
Amendment No. 1 dated February 29, 2000 (previously filed as an
exhibit to Form 10-K for the year ended December 31, 1999)
21
Subsidiaries of the registrant (filed herewith) *