______________________________________________________________________
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, 1999
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. [ ]
The aggregate market value of the voting stock of the Company held by
non-affiliates of the Company cannot be calculated because no class of
voting stock of the Company is publicly traded. The aggregate market value
of the Class A non-voting shares held by non-affiliates of the Company at
December 31, 1999 was $141,935,000.
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, 2000 was 12,017,169 and 99,680
shares, respectively.
_______________________________________________________________________
TABLE OF CONTENTS
Item
Number
PART 1
1.Business
2.Properties
3.Legal Proceedings
4.Submission of Matters to a Vote of Security Holders
PART II
5.Market for the Registrant's Common Equity and Related
Stockholder Matters
6.Selected Financial Data
7.Management's Discussion and Analysis of Financial
Condition and Results of Operations
7a.Quantitative and Qualitative Disclosures About Market Risk
8.Financial Statements and Supplementary Data
9.Changes in and Disagreements with Accountants and
Financial Disclosure
PART III
10.Directors and Executive Officers of the Registrant
11.Executive Compensation
12.Security Ownership of Certain Beneficial Owners and
Management
13.Certain Relationships and Related Transactions
PART IV
14.Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
Signatures
______________________________________________________________________
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 their
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 Broker-Dealer and, through the
agency of local licensed broker-dealers, operates offices in
Buenos Aires, Argentina and Caracas, Venezuela. Hudson
Capital is engaged in the investment advisory business in the
United States.
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. Evanston
is readying its application to the Federal Home Administration
to acquire a federal home loan license.
On July 17, 1997, a subsidiary of Fahnestock acquired
approximately 99.4% of the outstanding common stock of
First of Michigan Capital Corporation ("FOMCC") by way of a
US$15.00 per share cash tender offer. On July 31, 1997, the
Company acquired the remaining outstanding shares
pursuant to a back-end "short-form" merger of the Company's
subsidiary with and into FOMCC. The total purchase price
was $37,609,000. The acquisition was accounted for by the
purchase method.
At December 31, 1999, Fahnestock employed 755 full-time
registered representatives and 550 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 Broker-
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 1998, 1997 and 1996. 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 and includes the consolidated revenues of
FOMCC from July 17, 1997, the date of its acquisition.
Year ended December 31,
1999 % 1998 % 1997 %
(Dollars in thousands, except percentages)
Commissions $118,747 43% $114,889 49% $103,323 43%
Principal transactions, net 71,014 25% 32,727 14% 65,972 27%
Interest 43,835 16% 42,028 18% 40,123 17%
Underwriting fees 15,550 5% 12,655 6% 11,042 4%
Advisory fees 22,440 8% 21,742 9% 15,808 7%
Other 7,525 3% 8,740 4% 5,890 2%
Total revenues $279,111 100% $232,781 100% $242,158 100%
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 three 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 in which Fahnestock executes
transactions 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, 1999, Fahnestock made
approximately 850 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 25%, 14% and 27%,
respectively, of the Company's total revenues for the fiscal
years ended December 31, 1999, 1998 and 1997,
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.
UNDERWRITING 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 5%, 6% and
4% of its revenues from underwriting in 1999, 1998 and 1997,
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
Hudson Capital and Fahnestock (through its Fahnestock
Asset Management division) provides investment advisory
services for a fee to their respective 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, 1999 Fahnestock and Hudson Capital
together had approximately $1.2 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
220 persons in its administration and operations departments
at its head office and approximately 64 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 Broker-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 and Hudson Capital are also subject to regulation
by the SEC and under certain state laws in connection with
their businesses as investment advisors.
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 366,000 square
feet in 76 locations under standard commercial terms expiring
between 2000 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)
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
1998
1st Quarter $26.75 $23.00 $18.50 $16.6875
2nd Quarter 31.75 25.00 22.1875 17.625
3rd Quarter 29.50 20.75 19.875 13.5625
4th Quarter 27.00 20.45 17.875 13.3125
The following table sets forth information about the
Company's shareholders as at December 31, 1999 as set
forth in the records of the Company's transfer agent and
registrar:
Class A Shares:
Shareholders of record Number of Number of
having addresses in: shares Percentage shareholders
Canada 5,301,429 44% 192
United States 6,846,008 56% 167
Other 132 - 3
Total issued and outstanding 12,147,569 100% 362
Class B shares
Shareholders of record Number of Number of
having addresses in: shares Percentage shareholders
Canada (1) 98,135 98% 126
United States 1,537 2% 68
Other 8 - 2
Total issued and outstanding 99,680 100% 196
(1) The Company has been informed that 50,484 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
Amount per
Type Declaration date Record date Payment date share
Quarterly January 29, 1997 February 10, 1997 February 21, 1997 $0.06
Quarterly April 21, 1997 May 9, 1997 May 23, 1997 $0.06
Quarterly July 21, 1997 August 8, 1997 August 22, 1997 $0.06
Quarterly October 20, 1997 November 7, 1997 November 21, 1997 $0.06
Quarterly January 29, 1998 February 6, 1998 February 20, 1998 $0.07
Quarterly April 20,1998 May 8, 1998 May 22, 1998 $0.07
Quarterly July 21, 1998 August 7, 1998 August 21, 1998 $0.07
Quarterly October 20, 1998 November 6, 1998 November 20, 1998 $0.07
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
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. $0.07 per Class A
Share and Class B Share in May, August and November,
2000. 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 generally
subject to U.S. federal ordinary income taxation. 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. Under certain limited circumstances,
non-resident alien and foreign corporations will be subject to
U.S. federal income taxation at graduated rates from
dividends or gains with respect to their Class A and Class B
Shares, if such income or gain is treated as effectively
connected with the conduct of the recipient's trade or
business within the United States, and may be entitled to
such tax credit or such deduction.
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, 1999 the Company announced that commencing
July 5, 1999 it intended to purchase up to 758,000 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 10% of the
public float of Class A Shares. For the year ended December
31, 1999, through the currently outstanding Normal Course
Issuer Bid the Company purchased 287,500 Class A Shares.
In addition, in fiscal 1999, through a Normal Course Issuer Bid
which expired July 2, 1999, the Company purchased 275,200
Class A Shares. The average cost for all shares repurchased
in fiscal 1999 was U.S. $14.29. 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, 2000. 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, 1999.
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,
1999 1998 1997 1996 1995
(In thousands of U.S. dollars except per share and share amounts)
Revenue $279,111 $232,781 $242,158 $213,988 $184,433
Profit before
extraordinary item $27,390 $12,447 $26,731 $30,279 $20,899
Net profit $27,390 $12,447 $26,731 $30,279 $20,899
Profit before
extraordinary
item per share (1) $2.19 $0.99 $2.14 $2.46 $1.69
Net profit per
share (1)
- - basic $2.19 $0.99 $2.14 $2.46 $1.69
- - diluted $2.17 $0.96 $2.08 $2.41 $1.68
Total assets $766,528 $666,763 $835,146 $519,916 $623,466
Total current
liabilities $579,141 $500,410 $674,181 $384,009 $516,031
Subordinated
indebtedness,
including current
portion $30 $30 $30 $30 $30
Cash dividends
per Class A Share
and Class B share $0.28 $0.28 $0.24 $0.35 $0.15
Shareholders'
equity $187,388 $166,323 $160,935 $135,877 $107,405
Book value per
share (1) $15.30 $13.48 $12.87 $10.99 $8.92
Number of shares
of capital stock
outstanding 12,247,249 12,340,949 12,508,440 12,365,440 12,040,090
(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 76
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, 1999 totalled approximately $16.5 billion.
Fahnestock is licensed to offer brokerage and other financial
services in all 50 States. The Company provides investment
advisory services through Hudson Capital and through
Fahnestock Asset Management and Newbold Investment
Advisors, operating as divisions of Fahnestock. Funds under
management by the asset management groups totalled $1.2
billion at December 31, 1999. 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
maximixing the potential of each office and development of
existing trading, investment banking, investment advisory and
other activities. Equally important is the search for viable
corporations for acquisition. 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 value.
Results of Operations
The financial markets ended the year at all time highs.
Overcoming mid-year concerns regarding interest rate
increases and possible Year 2000 computer disruptions, the
NASDAQ market closed at 4,069, an 86% increase during
1999. The U.S. economy gathered strength, with low inflation,
increased productivity and low unemployment. Consumer
spending levels were higher than they have been in a
generation.
Investor focus was on the internet economy and technology
and telecommunications sectors. The impact of day trading
and market momentum pushed stock valuations and volumes
higher throughout the course of the year.
The Company's revenues in fiscal 1999 increased by 20%
compared to fiscal 1998. This was a result of favorable
market conditions which generated strong revenues from all
sources: commissions, investment banking, trading revenues
and financial service fees, compared to 1998 revenues which
included significant fourth quarter trading losses arising from
market-making activities.
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, 1999, 1998 and 1997.
Period to Period Change
Increase (Decrease)
1999 versus 1998 1998 versus 1997
Amount Percentage Amount Percentage
Revenues -
Commissions $3,858,000 3% $11,566,000 11%
Principal transactions, net 38,287,000 117% (33,245,000) -50%
Interest 1,807,000 4% 1,905,000 5%
Underwriting fees 2,895,000 23% 1,613,000 15%
Advisory fees 698,000 3% 5,934,000 38%
Other (1,215,000) -14% 2,850,000 48%
Total revenues 46,330,000 20% (9,377,000) -4%
Expenses -
Compensation 13,493,000 10% 10,279,000 9%
Clearing and exchanges fees 236,000 3% (484,000) -5%
Communications 491,000 2% 3,051,000 17%
Occupancy costs (524,000) -4% 2,221,000 20%
Interest (505,000) -2% 1,670,000 8%
Other 4,396,000 27% (1,353,000) -8%
Total expenses 17,587,000 8% 15,384,000 8%
Profit before taxes 28,743,000 132% (24,761,000) -53%
Income taxes 13,800,000 149% (10,477,000) -53%
Net profit 14,943,000 120% (14,284,000) -53%
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.
Fiscal 1998 compared to Fiscal 1997
In fiscal 1998, there was one economic crisis after another;
including the collapse of Asian markets, the meltdown in
Russia, currency devaluations in Brazil and weakness in the
U.S. dollar. Yet, despite the bad news, the U.S. equity
markets continued to be supported by unprecedented inflows
of cash and a strong U.S. economy, sending popular market
averages upward by over 20% for the fourth consecutive year.
Total revenues for 1998 were $232,781,000, a decrease of
4% from $242,158,000 in 1997. Commission income (income
realized in securities transactions for which the Company acts
as agent) increased 11% to $114,889,000 compared to
$103,323,000. This increase is attributable both to the
business added by the FOM acquisition in July 1997 and to
favorable business conditions. 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)
decreased 50% to $32,727,000 compared to $65,972,000. In
the fourth quarter of 1998, the Company suffered
unprecedented trading losses arising from its market-making
activities in NASDAQ issues. A sharp upward surge in the
internet sector after the October lows left the Company with
outsized positions from which the Company sustained
significant and unrecoverable losses. Risk containment
policies have been put into effect which will limit the
Company's future exposure to such events. Underwriting
fees in 1998 were $12,655,000, an increase of 15% over
$11,042,000 in 1997. The Company increased its investment
banking revenues in 1998. Advisory fees were $21,742,000 in
1998, an increase of 38% over $15,808,000 in 1997. The
addition of new client accounts as well as the growth in value
of existing client accounts contributed to the increase.
Interest income was $42,028,000 in 1998, an increase of 5%
over $40,123,000 in 1997. Interest expense was $21,831,000
in 1998, an increase of 8% over $20,161,000 in 1997. The
increase is attributable to higher customer debit balances with
the inclusion of FOM customers for the full year in 1998
compared to approximately half of a year in 1997.Net interest
income (interest revenue less interest expense) increased by
1% in 1998 compared to 1997.
Expenses totalled $211,058,000 in 1998, an increase of 8%
compared to $195,674,000 in 1997. A large part of the
increase can be attributed to the inclusion of a full year of
FOM operations in 1998 compared to approximately half of a
year in 1997. The acquisition of FOM added 26 branch offices
to the Fahnestock system. Compensation and related
expenses were $130,064,000 in 1998, an increase of 9% over
$119,785,000 in 1997. The expected increase in
compensation and related expenses was partially mitigated by
reduced compensation to traders as a result of the trading
losses incurred in the fourth quarter of 1998. Communications
expenses were $20,930,000, an increase of 17% over
$17,879,000 in 1997. Occupancy costs were $13,246,000, an
increase of 20% over $11,025,000 in 1997. The increases in
communications and occupancy costs can primarily be
attributed to the increased size of the organization after the
acquisition of FOM. Clearing and exchange fees were
$8,634,000, a decrease of 5% compared to $9,118,000 in
1997. Other expenses of $16,353,000 also decreased in 1998
(by 8%) compared to $17,706,000 in 1997. Certain
economies of scale were introduced as the FOM and
Fahnestock operations were consolidated.
Liquidity and Capital Resources
The increase in the Company's assets in 1999 compared to
1998 is primarily the result of increased client balances,
reflecting a strong retail environment in 1999.
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 stockholders' 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, 1999,
Fahnestock had bank lines of credit and call loan
arrangements with outstanding borrowings thereunder of
$66,322,000.
The Company paid cash dividends to its shareholders totalling
$3,517,000, during 1999, from internally-generated cash.
During 1999, the Company has purchased a total of 562,700
of its Class A non-voting shares at an average cost of $14.29
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 331,000 of its
shares from time to time until July 4, 2000 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 cost of
remediating the Company's systems for Year 2000
compliance, from June 1998 through January 2000, was
approximately $800,000, and was expensed in the year
incurred. This amount does not include normal ongoing costs
for computer hardware or software revisions which would be
required in the normal course of business and does not
include the cost of the Company's new wide-area-network
which was installed in 1999. The Company continues to
monitor its risk relating to the Year 2000 problem which would
have a material adverse impact on the Company's business,
financial condition, statement of operations and business
prospects. 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).
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, 1999 and 1998, the Company's value-at-risk
for each component of market risk was as follows:
1999 December 31,
(000's omitted)
High Low Average 1999 1998
Interest rate risk $166 $82 $202 $117 $298
Equity price risk 498 641 478 540 759
Diversification benefit (265) (560) (423) (437) (575)
Total $399 $163 $257 $220 $482
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 1999 from those reported in 1998
reflect changes in the size and composition of the Company's
trading portfolio; more particularly a decrease in the overall
size of the Company's portfolio, both long and short values, at
December 31, 1999 compared to December 31, 1998. In
addition, in 1999, the Company reduced the number of
securities in which it makes a market and limited its exposure
in a single security. 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, 1999 is set forth below.
Name/
Age/
Positions held
John L. Bitove
71
A Director of the Company since February 1980;
Retired executive.
- - Member of the Audit and Compensation and
Stock Option Committees
Richard Crystal
59
A Director of the Company since 1992; Partner,
Whitman Breed Abbott & Morgan LLP (Attorneys-
at-Law), US counsel to the Company since 1985.
Albert G. Lowenthal
54
Chairman of the Board, Chief Executive Officer
and a Director of the Company since 1985;
Chairman of the Board and Chief Executive
Officer of Fahnestock since 1985; prior to 1985,
Mr. Lowenthal was President of Cowen Securities
Inc., a New York stock brokerage firm and a
general partner of Cowen & Co., a New York
brokerage firm.
Kenneth W. McArthur
64
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
57
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
48
President, Treasurer and a Director of the
Company since 1977; Treasurer and a Director of
Fahnestock since 1983.
Burton Winberg
75
A Director of the Company since1979; 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, 1998, all Section 16(a)
filing requirements applicable to the Company's officers,
directors and greater than ten percent stockholders were
complied with.
Item 11. EXECUTIVE COMPENSATION
General
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 whose total
cash compensation for the fiscal year ended December 31,
1999 exceeded $100,000.
Annual Compensation Long-term Compensation
#Securities
Under
Name and $Other Options/ $All
Principal Annual SARs $LTIP Other
Occupation Year $Salary $Bonus Comp. RSA Granted Payouts Comp.
A.G. Lowenthal, 1999 300,000 0 11,170 0 150,000 981,510 6,270
Chairman, CEO, 1998 300,000 350,000 9,950 0 150,000 0 5,265
and Director of 1997 300,000 0 11,990 0 0 908,000 6,050
the Company;
Chairman and CEO
of Fahnestock
Robert Neuhoff, 1999 230,000 185,000 0 0 50,000 0 6,270
Executive Vice 1998 230,000 87,500 0 0 0 0 5,265
President of 1997 230,000 175,000 0 0 0 0 6,050
Fahnestock
Eric Shames 1999 210,000 110,000 0 0 15,000 0 6,270
Secretary of 1998 187,500 50,000 0 0 15,000 0 5,265
Fahnestock 1997 150,000 75,000 0 0 0 0 6,050
Robert Sablowsky, 1999 200,000 40,000 235,154 0 20,000 0 6,270
Executive Vice 1998 200,000 210,000 200,710 0 0 0 5,265
President of 1997 200,000 10,000 193,173 0 20,000 0 6,050
Fahnestock
Elaine Roberts 1999 133,750 100,000 10,000 0 75,000 0 0
President and 1998 120,000 35,000 9,950 0 0 0 0
Treasurer of the 1997 120,000 70,000 11,990 0 0 0 0
Company
OTHER ANNUAL COMPENSATION - For Mr. Lowenthal and Ms. Roberts, includes
Directors Fees of Cdn$10,000 per year plus Cdn$600 per meeting attended and
which were converted to $US at the average rate prevailing during the year
and for Mr. Sablowsky, includes commissions earned on his retail business.
RESTRICTED STOCK AWARDS("RSA") - The Company does not have a plan for granting
restricted stock awards.
LTIP PAYOUTS - See discussion under "Performance-Based Compensation
Agreement" and "Stock Appreciation Agreement", described herein. LTIP
payouts are paid in January following the year for which they were accrued.
ALL OTHER COMPENSATION - This represents Company contributions to the 401(k)
Plan.
OPTION EXERCISES AND YEAR-END VALUE TABLE
December 31, 1999
$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 150,000 $919,500 0/300,000 0/$159,375
R. Neuhoff 25,000 $95,015 0/50,000 $13,281/$13,281
E. Shames 0 0 7,500/37,500 $30,451/$46,369
R. Sablowsky 0 0 15,000/45,000 $5,625/$26,875
E.Roberts 75,000 $459,750 0/75,000 0/$79,688
Details of number of shares and value of exercisable and unexercisable
options are as follows: Those options exercisable in $CDN have been converted
at the exchange rate as at December 31, 1999.
# of Option Price at Value Total
shares Price Dec.31/99 Per Share Value
A.G. Lowenthal -
unexercisable 150,000 $17.875 $14.9375 0 0
unexercisable 150,000 $13.875 $14.9375 $1.0625 $159,375
R. Neuhoff -
exercisable 12,500 $13.875 $14.9375 $1.0625 $13,281
unexercisable 12,500 $13.875 $14.9375 $1.0625 $13,281
E. Shames -
exercisable 7,500 Cdn$15.70 $14.9375 $4.0575 $30,431
unexercisable 7,500 Cdn$15.70 $14.9375 $4.0575 $30,431
unexercisable 15,000 $17.875 $14.9375 0 0
unexercisable 15,000 $13.875 $14.9375 $1.0625 $15,938
R. Sablowsky -
exercisable 10,000 $14.375 $14.9375 $0.5625 $5,625
unexercisable 10,000 $14.375 $14.9375 $0.5625 $5,625
exercisable 5,000 $20.875 $14.9375 0 0
unexercisable 15,000 $20.875 $14.9375 0 0
unexercisable 20,000 $13.875 $14.9375 $1.0625 $21,250
E. Roberts -
exercisable 0 0 0 0 0
unexercisable 75,000 $13.875 $14.9375 $1.0625 $79,688
OPTION/SAR GRANTS FOR THE YEAR ENDED DECEMBER 31, 1999.
Price of
Date of Grant Name # of shares Option Expiration date
February 24, 1999 A.G. Lowenthal 150,000 $13.875 February 23, 2004
February 24, 1999 E.K. Roberts 75,000 $13.875 February 23, 2004
February 24, 1999 R. Neuhoff 50,000 $13.875 February 23, 2004
February 24, 1999 R. Sablowsky 20,000 $13.875 February 23, 2004
February 24, 1999 E. Shames 15,000 $13.875 February 23, 2004
Pension Plan
Fahnestock has no pension plans for its officers and
employees other than a savings plan qualified under Section
401(k) of the Internal Revenue Code, pursuant to which the
Company may make an annual cash contribution based on
compensation for each employee. Should participants in the
plan elect to receive their employer contribution in the form of
Class A Shares, the Company may make an additional
contribution of Class A Shares equal in market value to 15%
of the purchase price of the Class A Shares. Class A Shares
were issued as follows from Treasury to the Company's
401(K) Plan.
Number of
Fiscal Class A
Year Date of issue Shares issued Price per share
1996 January 14, 1997 70,000 $14.375
1997 January 14, 1998 42,000 $17.6875
1998 January 14, 1999 56,000 $15.875
1999 NIL
For former FOM employees, who not converted to the Plan
option described above, there is another option under the
Plan pursuant to which the Company makes regular defined
cash contributions based on 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.
In addition, U.S. employees of the Company and its
subsidiaries are entitled to group health benefits and group
life insurance coverage pursuant to plans which do not
discriminate in scope, terms, or operation in favor of officers
or directors of the Company, and which are generally
available to all salaried U.S. employees.
Employee Stock Option Plans
In 1996, the Company established its 1996 Equity Incentive
Plan (the "EIP"). The 1986 Incentive Stock Option Plan (the
"ISO") and the 1986 Employee Stock Option Plan (the "ESO")
which were established in 1986 expired in April 1996. (The
EIP, the ISO and the ESO are sometimes hereinafter
collectively referred to as the "Plans".) The Plans permit the
compensation and stock option committee of the board of
directors of the Company to grant options to purchase Class
A Shares of the Company to officers and key employees of
the Company and its subsidiaries. Under an amendment to
the ESO in June 1992 grants of options are made to the
Company's independent directors on a formula basis. Options
generally vest at the rate of 25% of the amount granted for
each year held. Under the provisions of the Internal Revenue
Code, options granted under the ISO qualify as "incentive
stock options" and options granted under the ESO do not
qualify. The EIP was amended in January 1997 to increase
the authorized number of Class A Shares that may be subject
to options to 1,850,000. The EIP was further amended on
March 25, 1997 to limit the number of options granted to any
senior officer of the Company in any 60 month period to
500,000 Class A Shares. On May 17, 1999, the EIP was
amended to provide for an increase in the authorized number
of Class A Shares that may be subject to options to
2,850,000.
The Compensation and Stock Option Committee of the board
of directors of the Company administers and interprets the
provisions of the Plans, except as the Plans relate to grants to
independent directors which are made pursuant to a formula.
The committee's responsibilities include determining (i) which
employees are eligible for participation in the Plans, (ii) when
to grant options under the Plans, (iii) the number of shares
that may be subject to options, and (iv) the times at which
options may be exercised.
Performance-Based Compensation Agreement
In March 1997, the Company entered into a Performance-
Based Compensation Agreement (the "Comp Agreement")
effective January 1, 1997 and expiring December 31, 2001
with Albert G. Lowenthal, the Chairman and Chief Executive
Officer of the Company and Fahnestock, pursuant to the
recommendation of the Company's Compensation and Stock
Option Committee and the approval of the Board of Directors.
The purpose of the Comp Agreement was to set the terms
under which Mr. Lowenthal's non-salary compensation was to
be calculated. The 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 Company's Class A
Shares at December 31 exceeds the base price as at
December 31 of the prior year multiplied by a number of
shares to be set each year by the Committee with in the first
90 days of the year. The sum of all performance awards paid
under the Comp Agreement shall not exceed $5,000,000.
The Performance Goal established in March 1997 resulted in
$908,000 payable to Mr. Lowenthal for fiscal 1997 based on
the following formula: (a) 3% of the excess of the Company's
actual Return on Equity over a Base Return on Equity of 15%
(based on Shareholders' Equity as at December 31, 1996),
up to a 25% Return on Equity; (b) plus 4% of the excess of
the Company's actual Return on Equity over a 25% Return on
Equity (based on Shareholders' Equity as at December 31,
1996). The Stock Appreciation Amount was set in March
1997 at 150,000 shares and resulted in $456,000 payable to
Mr. Lowenthal for fiscal 1997. Mr. Lowenthal and the
Company agreed to accept the amount payable under the
Performance Goal, which was less than the formula required,
as the full performance-based compensation for fiscal 1997.
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 Company'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 Company'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 Company's consolidated net
profit for the year ended December 31, 1999 exceeds the
average of the Company'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.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The following table sets forth information as of December
31, 1999 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
Class B
Identity of
Person or Group/
Mailing Address Amount owned Percent of class
A.G. Lowenthal 50,484 (1) 50.6%
c/o Fahnestock & Co. Inc.
125 Broad St
New York, NY 10004
O. Roberts 44,309 (2) 44.4%
c/o Fahnestock Viner Holdings Inc.
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, 1999 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,
naming them, and as to directors and officers of the
Company as a group, without naming them.
Title of Class
Class A Shares
Name of Person or Group Amount Owned Percentage of Class
A.G. Lowenthal 2,462,981 (1) 20%
E.K. Roberts 120,994 1%
A.W. Oughtred 6,750 (4) *
J.L. Bitove 31,730 (4) *
R. Crystal 12,500 (3) *
K.W. McArthur 35,000 *
B. Winberg 6,950 (4) *
Officers and Directors as a
group (7 members) 2,676,905 (1),(3),(4) 22%
Title of Class
Class B Shares
Name of Person or Group Amount Owned Percentage of Class
A.G. Lowenthal 50,484 (2) 51%
E.K. Roberts 108 *
A.W. Oughtred 0 *
J.L. Bitove 20 *
R. Crystal 0 *
K.W. McArthur 0 *
B. Winberg 0 *
Officers and Directors as a
group (7 members) 50,612 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 10,731 Class A Shares
through the Company's 401(k) plan and 151,350 Class A Shares directly.
(2) Phase II, an Ontario corporation wholly-owned by Mr. Lowenthal, is the
holder of record of all such shares.
(3) 12,500 Class A Shares are beneficially owned in respect of Class A Shares
currently issuable upon exercise of options issued under the Company's ESO.
(4) 6,250 Class A Shares are beneficially owned in respect of Class A Shares
currently issuable upon exercise of options issued under the Company `s EIP.
* 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
None of the directors or officers of the Company or any
associate of any such director or officer was indebted to the
Company or its subsidiaries at any time during the last three
years except as follows:
During the last three years Albert G. Lowenthal and Phase II
L.P. have maintained margin accounts with Fahnestock. Such
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 maximum amount of borrowings
outstanding during 1999 was nil ($266,000 and nil in 1998
and 1997, respectively). Mr. Robert Neuhoff also maintains a
margin account with Fahnestock. The maximum borrowings
outstanding during 1999 was $996,000 ($984,000 and
$876,000 in 1998 and 1997, respectively).
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-15
(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 20th day of March, 2000.
FAHNESTOCK VINER HOLDINGS INC.
BY:/s/E.K. Roberts
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 March 20, 2000
J.L. Bitove
/s/ R. Crystal Director March 20, 2000
R. Crystal
/s/ A.G. Lowenthal Chairman, Chief March 20, 2000
A.G. Lowenthal Executive Officer,
Director
/s/ K.W. McArthur Director March 20, 2000
K.W. McArthur
/s/ A.W. Oughtred Secretary, Director March 20, 2000
A.W. Oughtred
/s/ E.K. Roberts President, Treasurer, March 20, 2000
E.K. Roberts Chief Financial
Officer, Director
/s/ B.Winberg Director March 20, 2000
B. Winberg
__________________________________________________________________________
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FAHNESTOCK VINER HOLDINGS INC.
Management's Responsibility for Consolidated Financial Statements
F-1
Report of Independent Accountants
F-2
Consolidated Balance Sheet as of December 31, 1999 and 1998
F-3
Consolidated Statement of Operations for the three years ended
December 31, 1999, 1998 and 1997
F-4
Consolidated Statement of Retained Earnings for the three years ended
December 31, 1999, 1998 and 1997
F-5
Consolidated Statement of Cash Flows for the three years ended
December 31, 1999, 1998 and 1997
F-6
Notes to Consolidated Financial Statements
F-7
________________________________________________________________________
MANAGEMENT'S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements
of Fahnestock Viner Holdings Inc. were prepared by
management in accordance with generally accepted
accounting principles in the United States, 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, conduct an audit of the
consolidated financial statements in accordance with
generally accepted auditing standards in the United States.
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.
The Board of Directors is responsible for ensuring that
management fulfils its responsibilities for financial reporting
and internal control. The Board of Directors is assisted in this
responsibility by its Audit Committee, a majority of 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
A.G. Lowenthal, E.K. Roberts,
Chairman of the Board President and Treasurer
and Chief Executive Officer
February 29, 2000
F-1
_________________________________________________________________________
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE SHAREHOLDERS OF FAHNESTOCK VINER HOLDINGS INC.
In our opinion, the accompanying consolidated balance sheet
and the related consolidated statements of operations,
retained earnings, and cash flows present fairly, in all material
respects, the financial position of Fahnestock Viner Holdings
Inc. and its subsidiaries at December 31, 1999 and 1998, and
the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999 in
conformity with accounting principles generally accepted in
the United States. 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 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 the
opinion expressed above.
/s/PricewaterhouseCoopers LLP
New York, New York
February 29, 2000.
F-2
________________________________________________________________________
FAHNESTOCK VINER HOLDINGS INC.
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31,
1999 1998
Expressed in thousands of U.S. dollars
ASSETS
Current assets
Cash and short-term deposits $10,838 $11,501
Restricted deposits (note 2) 2,392 2,312
Securities purchased under agreement to resell 74,560 12,174
Deposits with clearing organizations 5,955 7,072
Receivable from brokers and clearing
organizations (note 1) 136,767 167,018
Receivable from customers 436,320 334,664
Securities owned, at market value
(notes 3 and 5) 63,244 88,579
Demand notes receivable 30 30
Other 18,988 26,912
749,094 650,262
Other assets
Stock exchange seats (approximate market
value $6,148; $4,798 in 1998) 1,318 1,507
Fixed assets, net of accumulated depreciation
of $11,956; $8,896 in 1998 10,872 9,286
Goodwill, at amortized cost 5,244 5,708
17,434 16,501
$766,528 $666,763
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Drafts payable $24,765 $22,734
Bank call loans (note 5) 66,322 42,217
Securities sold under agreement to repurchase 69,031 664
Payable to brokers and clearing organizations
(note 1) 209,151 235,029
Payable to customers 125,207 115,878
Securities sold, but not yet purchased,
at market value (note 3) 18,661 41,104
Accounts payable and other liabilities 45,301 40,119
Income taxes payable 20,672 2,665
Subordinated loans payable (note 4) 30 30
579,140 500,440
Commitments and contingencies (note 10)
Shareholders' equity
Share capital (note 6)
12,147,569 Class A non-voting shares
(1998 - 12,241,269 shares) 32,518 36,392
99,680 Class B voting shares 133 133
32,651 36,525
Contributed capital (note 7) 3,262 2,196
Retained earnings 151,475 127,602
187,388 166,323
$766,528 $666,763
The accompanying notes are an integral part of these consolidated
financial statements.
F-3
FAHNESTOCK VINER HOLDINGS INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,
1999 1998 1997
Expressed in thousands of U.S. dollars, except per share amounts
REVENUE:
Commissions $118,747 $114,889 $103,323
Principal transactions, net 71,014 32,727 65,972
Interest 43,835 42,028 40,123
Underwriting fees 15,550 12,655 11,042
Advisory fees 22,440 21,742 15,808
Other 7,525 8,740 5,890
279,111 232,781 242,158
EXPENSES:
Compensation and related expenses 143,557 130,064 119,785
Clearing and exchange fee 8,870 8,634 9,118
Communications 21,421 20,930 17,879
Occupancy costs 12,722 13,246 11,025
Interest 21,326 21,831 20,161
Other 20,749 16,353 17,706
228,645 211,058 195,674
Profit before income taxes 50,466 21,723 46,484
Income tax provision (note 8) 23,076 9,276 19,753
NET PROFIT FOR YEAR $27,390 $12,447 $26,731
Profit per share (note 9)
- basic $2.19 $0.99 $2.14
- diluted $2.17 $0.96 $2.08
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
FAHNESTOCK VINER HOLDINGS INC.
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31,
1999 1998 1997
Expressed in thousands of U.S. dollars
Retained earnings, beginning of the year $127,602 $118,686 $94,957
Net profit for the year 27,390 12,447 26,731
Dividends (3,517) (3,531) (3,002)
Retained earnings, end of the year $151,475 $127,602 $118,686
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
FAHNESTOCK VINER HOLDINGS INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,
1999 1998 1997
Expressed in thousands of U.S. dollars
Cash flows from operating activities:
Net profit for the year $27,390 $12,447 $26,731
Adjustments to reconcile net profit to
net cash provided by (used in) operating
activities:
Non-cash items included in net profit:
Depreciation and amortization 3,527 2,905 1,357
Gain on sale of exchange seat (492) - -
Decrease (increase) in operating assets:
Restricted deposits (80) (775) 365
Securities purchased under agreement
to resell (62,386) (12,174) -
Deposits with clearing organizations 1,117 (2,338) (1,033)
Receivable from brokers and clearing
organizations 30,251 192,187 (165,787)
Receivable from customers (101,656) 16,143 556
Securities owned 25,335 (25,317) (17,693)
Other assets 7,924 1,033 (13,919)
Increase (decrease) in operating
liabilities:
Drafts payable 2,031 4,227 6,069
Securities sold under agreement to
repurchase 68,367 664 -
Payable to brokers and clearing
organizations (25,878) (187,144) 226,095
Payable to customers 9,329 (1,155) 5,055
Securities sold, but not yet purchased (22,443) 10,014 (2,024)
Accounts payable and other liabilities 5,181 (5,452) 3,010
Income taxes payable 18,007 (13,387) 3,708
Cash (used in) provided by operating
activities (14,476) (8,122) 72,490
Cash flows from investing activities:
Purchase of First of Michigan Capital
Corporation, net of cash acquired - - (34,340)
Proceeds from sale of exchange seat 655 - 1,358
Purchase of fixed assets (4,622) (2,564) (5,152)
Cash (used in) investing activities (3,967) (2,564) (38,134)
Cash flows from financing activities:
Cash dividends paid on Class A
non-voting and Class B shares (3,517) (3,531) (3,002)
Issuance of Class A non-voting shares 4,164 1,899 1,577
Repurchase of Class A non-voting
shares for cancellation (8,038) (6,290) (482)
Tax benefit from employee options
exercised 1,066 863 234
Increase (decrease) in bank call loans 24,105 18,462 (31,262)
Cash provided by (used in) financing
activities 17,780 11,403 (32,935)
Net (decrease) increase in cash and
short-term deposits (663) 717 1,421
Cash and short-term deposits,
beginning of year 11,501 10,784 9,363
Cash and short-term deposits,
end of year $10,838 $11,501 $10,784
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
FAHNESTOCK VINER HOLDINGS INC.
Notes to Consolidated Financial Statements
(Expressed in U.S. dollars)
December 31, 1999
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 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
Hudson Capital Advisors, Inc. -investment advisory services
First of Michigan Corporation -broker/dealer in securities
(until December 31,1998)
All significant intercompany balances and transactions have been
eliminated in the preparation of the consolidated financial
statements.
F-7
(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 and Reich & Co., 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.
F-8
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 $113,147,000 (1998-
$138,279,000). Included in payable to brokers and clearing
organizations are deposits received for securities loaned of
$199,132,000 (1998-$226,763,000).
(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) Segment Reporting
In 1998 the Company adopted Statement of Financial Accounting
Standards (FAS) 131, Disclosures about Segments of an Enterprise
and Related Information. FAS 131 determines segments based
upon the internal organization that is used by management for
making operating decisions and assessing performance as the
source of the Company's reportable segments. FAS 131 also
requires disclosures about products and services, geographic
areas, and major customers. The adoption of FAS 131 did not
affect results of operations or financial position but did affect the
disclosure of segment information. (See Note 14).
2. Restricted deposits
Deposits of $2,392,000 (1998-$2,312,000) 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.
F-9
3. Securities owned and sold, but not yet purchased (at market value)
1999 1998
Securities owned consist of:
Corporate equities $25,387,000 $26,580,000
Corporate debt 14,380,000 18,905,000
U.S. government and agency and state and
municipal government obligations 19,564,000 26,098,000
Options 3,000 138,000
Money market funds 3,910,000 16,858,000
$63,244,000 $88,579,000
Securities sold, but not yet purchased
consist of:
Corporate equities $4,454,000 $21,129,000
Corporate debt 3,372,000 4,376,000
U.S. government and agency and state and
municipal government obligations 10,835,000 15,599,000
$18,661,000 $41,104,000
4. Subordinated loans payable
1999 1998
Due October 31, 2000, at 5.5% $30,000 $30,000
5. Bank call loans
Bank call loans, primarily payable on demand, bear interest at
various rates but not exceeding the broker call rate, which was
7.25% at December 31, 1999. These loans, collateralized by firm
and customer securities with market values of approximately
$35,408,000 and $148,436,000, respectively, are primarily with two
money center banks. Details of the bank call loans are as follows:
December 31,
1999 1998 1997
Year-end balance $66,322,000 $42,217,000 $23,755,000
Weighted interest rate
(at end of year) 4.82% 6.03% 6.31%
Maximum balance
(at any month end) $66,322,000 $56,432,000 $45,650,000
Average amount outstanding
(during the year) (1) $39,505,000 $27,246,000 $23,779,000
Weighted average interest
rate (during the year) (2) 3.29% 4.30% 4.16%
(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, 1999, 1998, and 1997 was
$19,378,000, $16,643,000, and $21,449,000, respectively.
F-10
6. 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):
1999 1998 1997
12,147,569 (12,241,269 in 1998 and
12,408,760 in 1997) Class A
non-voting shares $32,518,000 $36,392,000 $40,783,000
99,680 Class B voting shares 133,000 133,000 133,000
$32,651,000 $36,525,000 $40,916,000
Under the Company's 1996 Equity Incentive Plan as amended May
17, 1999 ("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 2,850,000.
1999 1998
Number of Weighted Number of Weighted
Shares Average Shares Average
Exercise Exercise
Price Price
Options outstanding,
beginning of year 1,226,110 $12.71 1,120,030 $10.47
Options granted 755,909 $14.96 392,860 $18.24
Options exercised (413,000) $7.93 (206,000) $5.61
Options forfeited (51,350) $15.16 (40,780) $18.40
Options outstanding, end of year 1,557,669 $15.18 1,226,110 $12.71
Options vested, end of year 152,750 $9.04 376,500 $7.85
The following table summarizes stock options outstanding and
exercisable as at December 31, 1999.
Range of Number Weighted Weighted Number Weighted
Exercise Outstanding Average Average Exercisable Average
Price Remaining Exercise Exercise
In U.S. $ Contractual Price Price
Life
$5.46 - $14.38 268,250 1.4 years $11.06 127,750 $11.07
$14.50 - $21.50 1,289,419 3.9 years $16.04 25,000 $17.48
$5.46 - $21.50 1,557,669 3.4 years $15.18 152,750 $12.12
F-11
The Company issued Class A non-voting shares from Treasury to
the Company's 401(k) plan as follows:
Year Number of Date Issue price Total consideration
shares of issue per share paid
1997 42,000 January 14, 1998 $17.6875 $743,000
1998 56,000 January 12, 1999 $15.875 $889,000
1999 nil
In 1999, the Company paid cash dividends to holders of Class A
non-voting and Class B shares as follows (U.S. $0.28 in 1998):
Dividend per share Record Date Payment Date
US$0.07 February 12, 1999 February 26, 1999
US$0.07 May 7, 1999 May 21, 1999
US$0.07 August 6, 1999 August 20, 1999
US$0.07 November 5, 1999 November 19, 1999
The Company may purchase up to 758,000 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, 1999, the
Company purchased 275,200 Class A non-voting shares for a total
consideration of $3,853,000 under a Normal Course Issuer Bid
which expired on July 2, 1999 and 287,500 Class A non-voting
shares for a total consideration of $4,185,000 under the currently
effective Normal Course Issuer Bid (415,500 shares for $6,290,000
in 1998 and 27,000 shares for $482,000 in 1997). Unless
terminated earlier by the Company, it may continue to purchase
shares up to July 4, 2000.
7. Contributed capital
Contributed capital represents the tax benefit on the difference
between market price and exercise price on employee stock
options exercised.
8. 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:
F-12
1999 1998 1997
Profit before income tax $50,466,000 $21,723,000 $46,484,000
U.S. federal tax at 35% $17,663,000 $7,589,000 $16,289,000
Canadian tax at 44% - 17,000 (25,000)
Combined state and local tax 4,444,000 1,870,000 4,263,000
Income taxes before under-noted 22,107,000 9,476,000 20,527,000
Tax effect of non-taxable
interest and dividends (177,000) (244,000) (88,000)
Tax effect of differences
between accounting and
taxable income 1,146,000 44,000 (686,000)
Income taxes $23,076,000 $9,276,000 $19,753,000
Profit before income tax provision
Canadian operations - $39,000 $( 56,000)
U.S. operations $50,466,000 $21,684,000 $46,540,000
The current U.S. income tax provision in 1999 is $23,076,000
($9,276,000 in 1998 and $19,753 in 1997). The current Canadian
income tax provision in 1999 is nil (nil in 1998 and 1997).
Income taxes included in the consolidated statements of income
represent the following:
Year ended December 31,
1999 1998 1997
U.S. Federal tax $16,239,000 $6,399,000 $13,218,000
State and local tax 6,837,000 2,877,000 6,535,000
Canadian tax - - -
$23,076,000 $9,276,000 $19,753,000
Aggregate deferred tax assets, which relate primarily to fixed assets
and non-deductible expenses, are included in other assets and
amounted to approximately $3,100,000.
On a cash basis, the Company paid income taxes for the years
ended December 31, 1999, 1998 and 1997 in the amounts of
$4,700,000, $21,170,000 and $15,588,000, respectively.
9. Earnings per share
1999 1998 1997
Basic weighted average
number of shares outstanding 12,479,550 12,575,905 12,494,054
Stock options 114,902 365,412 383,887
Diluted common shares 12,594,452 12,941,317 12,877,941
Net profit $27,390,000 $12,447,000 $26,731,000
Basic profit per share $2.19 $0.99 $2.14
Diluted profit per share $2.17 $0.96 $2.08
Statement of Financial Accounting Standards No.128 - Earnings
Per Share ("FAS 128") required a change in the method of
calculation for both basic and diluted earnings per share for periods
ended after December 15, 1997. Earnings per share for the year
ended December 31, 1997 have been restated to comply with FAS
128. The dilutive impact of stock options has been determined by
application of the treasury stock method.
F-13
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 1999 grants for stock compensation had been
determined in accordance with SFAS 123 are as follows:
December 31, 1999 December 31, 1998 December 31, 1997
As As As
Reported Proforma Reported Proforma Reported Proforma
Net profit
(000's omitted) $27,390 $26,215 $12,447 $11,857 $26,731 $26,406
Basic profit
per share $2.19 $2.10 $0.99 $0.94 $2.14 $2.11
Diluted
profit per
share $2.17 $2.08 $0.96 $0.92 $2.08 $2.05
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 1999: risk-
free interest rates ranging from 4.78% to 6.34% (4.02% to 5.63% in
1998 and 5.68% to 6.37% in 1997), expected dividend yield of
1.8%, expected life of 5 years and expected volatility ranging from
24% to 48% (24% to 30% in 1998 and 28% to 33% in 1997). The
weighted average fair value of options granted during 1998 was
$3,889,000 ($1,747,000 in 1998 and $1,054,000 in 1997). 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.
10. 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:
2000 $7,056,000
2001 6,198,000
2002 5,129,000
2003 4,518,000
2004 and thereafter 24,491,000
Total $47,392,000
Certain of the leases contain provisions for rent escalation based on
increases in costs incurred by the lessor.
F-14
(b) The Company's rent expense for the years ended December 31,
1999, 1998 and 1997 was $8,182,000, $8,226,000 and $6,689,000,
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 $2,208,000 at
December 31, 1999.
The Company made contributions to the plans of $2,692,000,
$2,344,000 and $2,207,000 in 1999, 1998 and 1997, respectively.
(d) At December 31, 1999, the Company has collateralized and
uncollateralized letters of credit for $23,500,000. Collateral for these
letters of credit include marketable securities of approximately
$19,639,000, pledged to two financial institutions. No amounts have
been drawn on the letters of credit at December 31, 1999.
(e) 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.
(f) 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, 1999, Fahnestock had net capital of
$130,166,000 which was $119,888,000 in excess of the
$10,278,000 required to be maintained at that date.
(g) 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, 1999. The Company had no deposit requirements
as of December 31, 1999.
11. 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.
F-15
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, 1999, approximately $118,858,000 of
customer securities are pledged as collateral for securities lending
activity. Included in receivable from brokers and clearing
organizations are receivables from five major broker-dealers
totalling $67,672,000.
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. Principal transactions revenue, including
derivatives, for the year ended December 31, 1999 included
revenue from trading equities of $57,078,000 ($14,617,000 in 1998
and $53,828,000 in 1997) and revenue from trading fixed income
securities of $13,936,000 ($18,110,000 in 1998 and $12,144,000 in
1997).
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, 1999, the Company had
open contracts to sell stock index futures contracts with notional
values of approximately $22,263,000 ($18,682,000 in 1998). The
fair value of these derivative financial instruments included in
brokers and clearing organizations at December 31, 1999 was
approximately $974,000 ($1,012,000 in 1998), and the monthly
average fair values of the instruments during the year were assets
of $267,000 and liabilities of $335,000 (assets of $738,000 and
liabilities of $265,000 in 1998).
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, 1999 the Company had outstanding commitments
to buy and sell of $1,466,000 and $188,000, respectively, of
mortgage-backed securities on a when issued basis. These
commitments have off-balance sheet risks similar to those
described above.
12. Impact of Recently Issued Accounting Standards
The Company has adopted Statement of Financial Accounting
Standards No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities" and No. 131,
"Disclosures about Segments of an Enterprise and Related
Information" in 1998.
F-16
New accounting standards issued but not effective would not have
a material impact on the Company's financial statements.
13. Related Party Transactions
The Company has notes and accounts receivable for
employees, net, of approximately $3,212,000 at December 31,
1999. 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.
14. Segment Information
The Company has determined that its reportable segments are
those that are 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: Retail Branches which includes all
business generated by the Company's 73 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 Hudson Capital and 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 year ended December 31, 1999.
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,
1999 1998 1997
Revenue:
Retail Branches $148,584,000 $138,862,000 $116,173,000
Capital Markets 74,027,000 38,153,000 74,728,000
Asset Management 12,177,000 11,740,000 10,031,000
Interest 39,753,000 38,810,000 38,917,000
Other 4,570,000 5,216,000 2,309,000
Total $279,111,000 $232,781,000 $242,158,000
Operating Income:
Retail Branches $5,220,000 $3,579,000 $1,712,000
Capital Markets 16,307,000 (5,530,000) 19,425,000
Asset Management 7,760,000 7,361,000 6,282,000
Interest 18,382,000 17,078,000 16,552,000
Other 2,797,000 (765,000) 2,513,000
Total $50,466,000 $21,723,000 $46,484,000
F-17
15. Subsequent event
On January 29, 2000, a cash dividend of U.S.$0.07 per share
(totalling $855,000) was declared payable on February 25, 2000 to
holders of Class A non-voting and Class B shares of record on
February 11, 2000.
F-18
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(b)
Supplemental Legend to 1986 Incentive Stock Option Plan
(previously filed as an exhibit to the registrant's registration
statement on Form S-8 (file no. 33-38134)
10(c)
Supplemental Legend to 1986 Employee Stock Option Plan
(previously filed as an exhibit to the registrant's registration
statement on Form S-8 (file no. 33-38134)
10(d)
Fahnestock Viner Holdings Inc. 1986 Incentive Stock Option Plan ,
Amended and Restated as at April 26, 1991 (previously filed as an
exhibit to Form 10-K for the year ended December 31, 1992)
10(e)
Fahnestock Viner Holdings Inc. 1986 Employee Stock Option Plan,
Amended and Restated as at April 26, 1991 (previously filed as an
exhibit to Form 10-K for the year ended December 31, 1992)
10(f)
Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan,
Amended and Restated as at January 7, 1997 (previously filed as
an exhibit to Form 10-K for the year ended December 31, 1996)
10(g)
Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan
Amendment No. 1 dated March 25, 1997 (previously filed as an
exhibit filed to Form 10-K for the year ended December 31, 1997)
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(j)
Stock Appreciation Agreement between Fahnestock & Co. Inc. and
Albert G. Lowenthal dated February 15, 1995 (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)
21
Subsidiaries of the registrant (filed herewith) *
27
Financial Data Schedules, as required by Item 601(c)(2)(1) of
Regulations S-K and S-B (filed herewith) *
E-1