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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2004
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Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. ____________
MORGAN GROUP HOLDING CO.
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(Exact name of Registrant as specified in its charter)
Delaware 333-73996 13-4196940
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(State of jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification Number)
401 Theodore Fremd Avenue, Rye, New York 10580
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(Address of principal executive offices) (Zip Code)
(914) 921-1877
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Registrant's telephone number, including area code
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2of the Act).Yes No X
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practical date.
Class Outstanding at May 31, 2004
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Common Stock, $.01 par value 3,055,345
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements and Supplementary Data.
Financial Statements Unaudited
Balance Sheets as of
March 31, 2004, December 31, 2003 and March 31, 2003
Statements of Operations for the
Three Months Ended March 31, 2004 and 2003
Statements of Cash Flows for the
Three Months Ended March 31, 2004 and 2003
Notes to Financial
Statements as of March 31, 2004
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Morgan Group Holding Co.
Balance Sheets
(Unaudited)
(Dollars in thousands)
March 31, December 31, March 31,
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2004 2003 2003
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ASSETS
Current assets:
Cash and cash equivalents ................... $ 399 $ 399 $ 399
------- ------- -------
Total curent assets ...................... 399 399 399
Net assets of The Morgan Group, Inc. ........ -- -- --
------- ------- -------
Total assets ............................. $ 399 $ 399 $ 399
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Current liabilities:
Accrued expenses ............................ $-- $-- $ 3
------- ------- -------
Total current liabilities ................ -- -- 3
SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value,
1,000,000 shares authorized,
none outstanding .......................... -- -- --
Common stock, $0.01 par value,
10,000,000 shares authorized,
3,055,345 outstanding ..................... 30 30 30
Additional paid-in-capital .................. 5,612 5,612 5,612
Accumulated deficit ......................... (5,243) (5,243) (5,246)
------- ------- -------
Total shareholders' equity ............... 399 399 396
------- ------- -------
Total liabilities and shareholders' equity $ 399 $ 399 $ 399
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See accompanying notes to financial statements
-3-
Morgan Group Holding Co.
Statements of Operations
(Unaudited)
(Dollars and shares in thousands, except per share amounts)
Three Months Ended
March 31,
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2004 2003
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Administrative expenses ............ $ (1) $ (36)
Investment income .................. 1 1
------- -------
Net loss ......................... -- (35)
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Basic and diluted net loss per share $ 0.00 $ (0.01)
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Weighted average shares outstanding 3,055 3,055
See accompanying notes to financial statements
-4-
Morgan Group Holding Co.
Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
Three Months Ended
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March 31,
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2004 2003
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Operating activities:
Net loss .................................... $-- $ (35)
Adjustments to reconcile net loss to net
cash used in operating activities:
Increase in accrued expenses .......... -- 1
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Net cash used in operating activities ..... -- (34)
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Net decrease in cash and equivalents ...... -- (63)
Cash and cash equivalents at beginning of period 399 500
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Cash and cash equivalents at end of period . $ 399 $ 437
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See accompanying notes to financial statements
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Morgan Group Holding Co.
Notes to Financial Statements
Note 1. Basis of Presentation
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Morgan Group Holding Co. ("Holding" or "the Company") was incorporated in
November 2001 as a wholly-owned subsidiary of Lynch Interactive Corporation
("Interactive") to serve, among other business purposes, as a holding
company for Interactive's controlling interest in The Morgan Group, Inc.
("Morgan"). On December 18, 2001, Interactive's controlling interest in
Morgan was transferred to Holding. At the time, Holding owned 68.5% of
Morgan's equity interest and 80.8% of Morgan's voting interest. On January
24, 2002, Interactive spun off 2,820,051 shares of the Company's common
stock through a pro rata distribution ("Spin-Off") to its stockholders.
Interactive retained 235,294 shares of the Company's common stock to be
distributed in connection with the potential conversion of a convertible
note that had been issued by Interactive. Such note was repurchased by
Interactive in 2002 and Interactive retains the shares.
On October 3, 2002, Morgan ceased its operations when its liability
insurance expired and it was unable to secure replacement insurance. On
October 18, 2002, Morgan and two of its operating subsidiaries filed
voluntary petitions under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the Northern District of Indiana,
South Bend Division for the purpose of conducting an orderly liquidation of
Morgan's assets.
As Morgan has ceased operations and is in the process liquidating itself,
in the accompanying balance sheet, the assets and liabilities of Morgan
have been reflected as one line. Holding's management currently believes
that it is very unlikely that Holding will realize any value from its
equity ownership in Morgan. Furthermore, Holding has no obligation or
intention to fund any of Morgan's liabilities, therefore, Holding's
investment in Morgan was believed to have no value after the liquidation.
As the liquidation of Morgan is under the control of the bankruptcy court,
Holding believes it has relinquished control of Morgan and accordingly, has
ceased consolidating the financial statements of Morgan.
On October 18, 2002, Morgan adopted the liquidation basis of accounting and
accordingly, Morgan's assets and liabilities have been adjusted to estimate
net realizable value. As the carry value of Morgan's liabilities exceeded
the fair value of its assets, the liabilities were reduced to equal the
estimated net realizable value of the assets.
All highly liquid investments with maturity of three months or less when
purchased are considered to be cash equivalents. The carrying value of cash
equivalents approximates its fair value based on its nature.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted
in the United States for interim financial information and with the
instructions to Form 10-QSB and Articles 10 and 11 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
and nine months ended March 31, 2004 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2004. The
preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that effect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from these estimates.
Note 2. Net assets of Morgan Group
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At March 31, 2004, December 31, 2003, and March 31, 2003, the estimated
value of Morgan's assets in liquidation were insufficient to satisfy its
estimated obligations.
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Note 3. Income Taxes
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No income tax benefit has been recorded in the accompanying financial
statements, as the realization of such losses, for income tax purposes, is
dependent upon the generation of future taxable income during the period
when such losses would be deductible. Therefore, the recording of the
deferred tax asset of $1.5 million would be inconsistent with applicable
accounting rules.
Note 4. Commitments and Contingencies
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Holding has not guaranteed any of the obligations of Morgan and it has no
further commitment or obligation to fund any creditors.
Note 5. Financial Statements not reviewed by Independent Public Accountants
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On May 2, 2003, the client-auditor relationship between Holding and Ernst &
Young LLP ceased. As a result, these interim financial statements have not
been reviewed by independent public accountants.
-7-
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Management's Discussion and Analysis of Financial Condition and Plan of
Operation.
Overview
On October 18, 2002, Morgan adopted the liquidation basis of accounting and
accordingly, Morgan's assets and liabilities have been adjusted to estimate net
realizable value. As the carrying value of Morgan's liabilities exceeded the
fair value of its assets, the liabilities were reduced to equal the estimated
net realizable value of the assets.
The Company currently has no operating businesses and will seek acquisitions as
part of its strategic alternatives. Its only costs are the administrative
expenses required to make the regulatory filings needed to maintain its public
status. These costs are estimated at $50,000 to $100,000 per year.
Results of Operations
For the three months ended March 31, 2003, the Company incurred $1,000 of
expenses as compared to $35,000 of expenses in the first three months of 2003,
which included certain insurance costs and professional fees.
Liquidity and Capital Resources
As of March 31, 2004, the Company's only assets consisted of $399,000 in cash
and an unrecognized asset relating to a tax loss carryforward, primarily
capital, of about $4 million.
Item 4. Controls and Procedures
As a result of the Bankruptcy, Morgan's corporate, financial and accounting
staff has been substantially reduced, thereby impairing the ability of Morgan to
maintain internal controls and adequate disclosure controls and procedures. On
November 12, 2002, Morgan filed a Form 15 with the Securities and Exchange
Commission to terminate its registration under Section 12(g) of the Exchange
Act. Given the current status of Morgan, neither the chief executive officer nor
the chief financial officer of Holding has been able to evaluate the
effectiveness of the disclosure controls and procedures of Morgan.
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Forward Looking Discussion
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This report contains a number of forward-looking statements, including
statements regarding the prospective adequacy of the Company's liquidity and
capital resources in the near term. From time to time, the Company may make
other oral or written forward-looking statements regarding its anticipated
operating revenues, costs and expenses, earnings and other matters affecting its
operations and condition. Such forward-looking statements are subject to a
number of material factors, which could cause the statements or projections
contained therein, to be materially inaccurate. Such factors include the
estimated administrative expenses of the Company on a go forward basis.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) None.
(b) Current Report on Form 8-K filed on May 17, 2004, explaining reason for not
providing Rule 15d-14 and Section 906 certifications with Quarterly Report
on Form 10-Q for the period ending March 31, 2004.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MORGAN GROUP HOLDING CO.
By: /s/ Robert E. Dolan
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ROBERT E. DOLAN
Chief Financial Officer
May 17, 2004