Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Feb. 21, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2016 | |
Entity Registrant Name | MORGAN GROUP HOLDING CO | |
Entity Central Index Key | 1,162,283 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,016 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,359,055 | |
Entity Public Float | $ 544,000 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 64,461 | $ 117,492 |
Prepaid expenses | 3,898 | 6,722 |
Total current assets | 68,359 | 124,214 |
Property and equipment, net | ||
Total assets | 68,359 | 124,214 |
Current liabilities: | ||
Accounts payable | 850 | |
Total current liabilities | 850 | |
COMMITMENTS AND CONTINGENCIES | ||
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, 3,359,055 outstanding at December 31, 2016 and 2015 | 33,591 | 33,591 |
Additional paid-in-capital | 5,772,368 | 5,772,368 |
Accumulated deficit | (5,738,450) | (5,681,745) |
Total shareholders' equity | 67,509 | 124,214 |
Total liabilities and shareholders' equity | $ 68,359 | $ 124,214 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 3,359,055 | 3,359,055 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | ||
Administrative expenses | (56,896) | (64,614) |
Other income | ||
Interest income | 191 | 2 |
Net loss before income taxes | (56,705) | (64,612) |
Income taxes | ||
Net loss | $ (56,705) | $ (64,612) |
Loss per share, basic and diluted | $ (0.02) | $ (0.02) |
Average shares outstanding, basic and diluted | 3,359,055 | 3,359,055 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | ||
Interest received | $ 191 | $ 2 |
Cash paid to suppliers | (53,222) | (69,939) |
Net cash used in operating activities | (53,031) | (69,937) |
Net decrease in cash and cash equivalents | (53,031) | (69,937) |
Cash and cash equivalents, beginning of the year | 117,492 | 187,429 |
Cash and cash equivalents, end of the year | 64,461 | 117,492 |
Reconciliation of net loss to net cash used in operating activities: | ||
Net loss | (56,705) | (64,612) |
Depreciation | 572 | |
Increase (decrease) in accounts payable | 850 | (8,257) |
Decrease in prepaid expenses | 2,824 | 2,360 |
Net cash used in operating activities | $ (53,031) | $ (69,937) |
Statements of Shareholders' Equ
Statements of Shareholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2014 | $ 33,591 | $ 5,772,368 | $ (5,617,133) | $ 188,826 | |
Balance, shares at Dec. 31, 2014 | 3,359,055 | ||||
Net loss | (64,612) | (64,612) | |||
Balance at Dec. 31, 2015 | $ 33,591 | 5,772,368 | (5,681,745) | 124,214 | |
Balance, shares at Dec. 31, 2015 | 3,359,055 | ||||
Net loss | (56,705) | (56,705) | |||
Balance at Dec. 31, 2016 | $ 33,591 | $ 5,772,368 | $ (5,738,450) | $ 67,509 | |
Balance, shares at Dec. 31, 2016 | 3,359,055 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Principles | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Principles | Note 1. Basis of Presentation and Significant Accounting Principles Basis of Presentation Morgan Group Holding Co. (“Holding” or “the Company”) was incorporated in November 2001 as a wholly-owned subsidiary of LICT Corporation (“LICT”) to serve, among other business purposes, as a holding company for LICT’s controlling interest in The Morgan Group, Inc. (“Morgan”). On January 24, 2002, LICT spun off 2,820,051 shares of Holding common stock through a pro rata distribution (“Spin-Off”) to its stockholders and retained 235,294 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. On March 31, 2008, and the bankruptcy court dismissed the proceeding and it was entirely concluded at that time. The Company received no value for its equity ownership from the bankruptcy proceeding. Significant Accounting Principles Cash and Cash Equivalents All highly liquid investments with maturity of three months or less when purchased are considered to be cash equivalents. The carrying value of a cash equivalent approximates its fair value based on its nature. At December 31, 2016 and 2015 all cash and cash equivalents were invested in a United States Treasury money market fund, for which an affiliate of the Company serves as the investment manager. Stock Based Compensation During 2012, the Company issued stock options and warrants to two of the Company’s officers, see Note 5. The Company uses a fair value based method of accounting for stock-based compensation provided to our employees. The estimated fair value of option awards on the grant date is determined using the Black Scholes option-pricing model. This sophisticated model utilizes a number of assumptions in arriving at its results, including the estimated life of the option, the risk free interest rate at the date of grant and the volatility of the underlying common stock. There may be other factors which are not considered in the Black Scholes model but which may have an effect on the value of the options as well. The effects of changing any of the assumptions or factors employed by the Black Scholes model may result in a significantly different valuation for the options. No options or warrants were granted during the years ended December 31, 2016 and 2015. Earnings per share Basic earnings per share is based on the weighted-average number of common shares outstanding during each period. Diluted earnings per share is based on basic shares plus the incremental shares that would be issued upon the assumed exercise of in-the-money stock options and unvested restricted stock using the treasury stock method, if dilutive. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 2. Fair Value of Financial Instruments The Company measures fair value as the selling price that would be received for an asset, or paid to transfer a liability, in the principal market on the measurement date. The hierarchy established by the FASB prioritizes fair value measurements based on the types of inputs used in the valuation technique. The inputs are categorized into the following levels: Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices that are observable, either directly or indirectly, for identical or similar assets and liabilities in active or non-active markets; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liability. Level 3 – Unobservable inputs not corroborated by market data, therefore requiring the entity to use the best available information, including management assumptions. At December 31, 2016 and 2015, the Company’s cash equivalents include money market securities. These securities are valued utilizing quoted market prices from identical instruments and are categorized in Level 1 of the fair value hierarchy. At December 31, 2016 and 2015, there were no gross unrealized gains or losses. |
Investment in Morgan Group, Inc
Investment in Morgan Group, Inc. | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Morgan Group, Inc | Note 3. Investment in Morgan Group, Inc. Upon Morgan’s bankruptcy filing, the Company deconsolidated its investment, as the Company believes it no longer had controlling or significant influence. At December 31, 2007, the estimated value of Morgan’s assets in liquidation was insufficient to satisfy its estimated obligations. On March 31, 2008, the bankruptcy proceeding was concluded and the bankruptcy court dismissed the proceeding. The Company received no value for its equity ownership. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 4. Income Taxes Deferred income taxes are determined based upon differences between financial reporting and income tax bases of assets and liabilities and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes any interest and penalties to unrecognized tax benefits as a component of income tax expense. No federal current or deferred income taxes were recorded for the years ended December 31, 2016 and 2015, as the Company's income tax benefits were fully offset by a corresponding increase to the valuation allowance against its net deferred income tax assets. The Tax Reform Act of 1986 limits the annual utilization of net operating loss and tax credit carry forwards, following an ownership change of the Company. Note that as a result of the Company's equity financings in recent years, the Company underwent changes in ownership for purposes of the Tax Reform Act. Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of any of the Company's net operating loss carry forwards may be limited if cumulative changes in ownership of more than 50% occur during any three year period. At December 31, 2016 and 2015, the Company had federal and state net operating loss carry forwards of $530,000 and $474,000, respectively, available to offset future taxable income. These net operating loss carry forwards will expire in varying amounts beginning in 2023 through 2036. At December 31, 2016 and 2015, the Company had federal capital loss carry forwards of $2,000 available to offset future taxable gains. The components of income tax provision (benefit) are as follows: December 31, 2016 2015 Current income taxes: Federal $-- $-- State -- -- Total current income taxes -- -- Deferred income taxes 21,937 24,983 Change in valuation allowance (21,937) (24,983) Provision (benefit) for income taxes $-- $-- Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's net deferred income taxes are as follows: December 31, 2016 2015 Current deferred income tax assets $-- $-- Noncurrent deferred income tax assets: Net operating loss carryover difference 205,368 183,431 Stock option compensation 42,338 42,338 247,706 225,769 Valuation allowance (247,706) (225,769) $-- $-- Due to uncertainty surrounding realization of the deferred income tax assets in future periods, the Company has recorded a 100% valuation allowance against its net deferred tax assets. If it is determined in the future that it is more likely than not that the deferred income tax assets are realizable, the valuation allowance will be reduced. The reconciliation of the provision for income taxes for the years ended December 31, 2016 and 2015, and the amount computed by applying the U. S, Federal statutory income tax rate to net loss is as follows: December 31, 2016 2015 Tax provision (benefit) at statutory rate ($19,280) ($21,967) State taxes, net of federal effect (2,657) (3,016) Change of valuation allowance 21,937 24,983 Effective income provision (benefit) $-- $-- |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5. Commitments and Contingencies From time to time the Company may be subject to certain asserted and unasserted claims. It is the Company’s belief that the resolution of any such matters will not have a material adverse effect on its financial position. The Company has not guaranteed any of the obligations of Morgan and believes it currently has no commitment or obligation to fund any creditors. |
Shareholders' Equity and Stock
Shareholders' Equity and Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity and Stock Options and Warrants | Note 6. Shareholders Equity and Stock Options and Warrants At the Company’s Annual Meeting of Stockholders on May 8, 2014, its stockholders voted to amend the Company’s Certificate of Incorporation (the “Charter Amendment”) to increase the number of authorized shares of common stock, par value $0.01 per share, from 10,000,000 to 100,000,000. The Company has not yet filed the Amended Certificate of Incorporation with its state of incorporation, Delaware, to effectuate the authorization. On December 21, 2012, the Company and Jonathan P. Evans, formerly Chief Executive Officer of the Company (see p. 17, below), entered into a Nonqualified Stock Option Agreement, whereby the Company granted to Mr. Evans an option (the “Option”) to purchase 800,000 shares of the Company’s Common Stock at an exercise price of $0.15 per share of Common Stock, which was the closing price of the Common Stock as quoted on the OTC Markets’ inter-dealer quotation service on December 20, 2012. These options expired unexercised on December 21, 2015 and there were no options outstanding at December 31, 2016 and 2015. Also on December 21, 2012, the Company issued a warrant to purchase up to 1,000,000 shares of the Company’s Common Stock at $1.00 per share to Jonathan P. Evans in exchange for $10,000, which was received in 2013. In addition, on that date, the Company issued a warrant to purchase up to 200,000 shares of the Company’s Common Stock at $1.00 per share to Robert E. Dolan, Chief Financial Officer of the Company, in exchange for $2,000. Both warrants are exercisable currently through December 21, 2017. The fair values of options and warrants granted during the year ended December 31, 2012 were estimated on the date of the grant using the Black-Sholes option-pricing model with the following assumptions with regard to the option and warrants; respectively, risk-free rates of 0.38% and 0.74%; dividend yield of 0%; expected volatility of 85%; and estimated lives of 3 and 5 years. Expected volatility is based on historical volatility of the Company’s common stock. The expected term of the options and warrants represents the period of time that options and warrants granted are expected to be outstanding and is derived from their terms. |
Basis of Presentation and Sig13
Basis of Presentation and Significant Accounting Principles (Policy) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with maturity of three months or less when purchased are considered to be cash equivalents. The carrying value of a cash equivalent approximates its fair value based on its nature. At December 31, 2016 and 2015 all cash and cash equivalents were invested in a United States Treasury money market fund, for which an affiliate of the Company serves as the investment manager. |
Stock Based Compensation | Stock Based Compensation During 2012, the Company issued stock options and warrants to two of the Company’s officers, see Note 5. The Company uses a fair value based method of accounting for stock-based compensation provided to our employees. The estimated fair value of option awards on the grant date is determined using the Black Scholes option-pricing model. This sophisticated model utilizes a number of assumptions in arriving at its results, including the estimated life of the option, the risk free interest rate at the date of grant and the volatility of the underlying common stock. There may be other factors which are not considered in the Black Scholes model but which may have an effect on the value of the options as well. The effects of changing any of the assumptions or factors employed by the Black Scholes model may result in a significantly different valuation for the options. No options or warrants were granted during the years ended December 31, 2016 and 2015. |
Earnings per share | Earnings per share Basic earnings per share is based on the weighted-average number of common shares outstanding during each period. Diluted earnings per share is based on basic shares plus the incremental shares that would be issued upon the assumed exercise of in-the-money stock options and unvested restricted stock using the treasury stock method, if dilutive. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (Benefit) | December 31, 2016 2015 Current income taxes: Federal $-- $-- State -- -- Total current income taxes -- -- Deferred income taxes 21,937 24,983 Change in valuation allowance (21,937) (24,983) Provision (benefit) for income taxes $-- $-- |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2016 2015 Current deferred income tax assets $-- $-- Noncurrent deferred income tax assets: Net operating loss carryover difference 205,368 183,431 Stock option compensation 42,338 42,338 247,706 225,769 Valuation allowance (247,706) (225,769) $-- $-- |
Schedule of Income Tax Reconciliation | December 31, 2016 2015 Tax provision (benefit) at statutory rate ($19,280) ($21,967) State taxes, net of federal effect (2,657) (3,016) Change of valuation allowance 21,937 24,983 Effective income provision (benefit) $-- $-- |
Basis of Presentation and Sig15
Basis of Presentation and Significant Accounting Principles (Details) | 1 Months Ended |
Jan. 24, 2003shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Stock Issued During Period, Shares, New Issues | 2,820,051 |
Shares Retained During Period | 235,294 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 530,000 | $ 474,000 |
Capital loss carryforwards | $ 2,000 | $ 2,000 |
Minimum [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards, expiration date | Dec. 31, 2023 | |
Maximum [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards, expiration date | Dec. 31, 2036 |
Income Taxes (Schedule of Incom
Income Taxes (Schedule of Income Tax Provision (Benefit)) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current income taxes: | ||
Federal | ||
State | ||
Total current income taxes | ||
Deferred income taxes | 21,937 | 24,983 |
Change in valuation allowance | (21,937) | (24,983) |
Provision (benefit) for income taxes |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Current deferred income tax assets | ||
Noncurrent deferred income tax assets: | ||
Net operating loss carryover difference | 205,368 | 183,431 |
Stock option compensation | 42,338 | 42,338 |
Total deferred tax assets, gross | 247,706 | 225,769 |
Valuation allowance | (247,706) | (225,769) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Schedule of Inc19
Income Taxes (Schedule of Income Tax Reconciliation) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax provision (benefit) at statutory rate | $ (19,280) | $ (21,967) |
State taxes, net of federal effect | (2,657) | (3,016) |
Change of valuation allowance | 21,937 | 24,983 |
Provision (benefit) for income taxes |
Shareholders' Equity and Stoc20
Shareholders' Equity and Stock Options and Warrants (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 21, 2012 | Dec. 31, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | May 08, 2014 | |
Common stock, par value per share | $ 0.01 | $ 0.01 | |||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||
Chief Financial Officer [Member] | |||||
Number of common shares that can be purchased through exercise of warrants | 200,000 | ||||
Strike price of warrant | $ 1 | ||||
Proceeds from issuance of warrants | $ 2,000 | ||||
Chief Executive Officer [Member] | |||||
Stock options granted | 800,000 | ||||
Weighted-average exercise price per share, granted | $ 0.15 | ||||
Number of common shares that can be purchased through exercise of warrants | 1,000,000 | ||||
Strike price of warrant | $ 1 | ||||
Proceeds from issuance of warrants | $ 10,000 | ||||
Not Yet Authorized [Member] | |||||
Common stock, shares authorized | 100,000,000 | ||||
Warrant [Member] | |||||
Risk free interest rate | 0.74% | ||||
Expected dividend yield | 0.00% | ||||
Expected volatility rate | 85.00% | ||||
Expected life, years | 5 years | ||||
Employee Stock Option [Member] | |||||
Risk free interest rate | 0.38% | ||||
Expected dividend yield | 0.00% | ||||
Expected volatility rate | 85.00% | ||||
Expected life, years | 3 years |