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 Commission file number
December 31, 1997 1-12043
___Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from _________ to _________.
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, 1997 was $216,364,500.
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 March 25, 1998 was 12,598,760 and
99,680 shares, respectively.
_______________________________________________________
TABLE OF CONTENTS
Item Number Page
PART 1
1. Business 1
2. Properties 11
3. Legal Proceedings 12
4. Submission of Matters to a Vote of Security Holders 12
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters 13
6. Selected Financial Data 16
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16
8. Financial Statements and Supplementary Data 21
9. Changes in and Disagreements with Accountants and
Financial Disclosure 21
PART III
10. Directors and Executive Officers of the Registrant 22
11. Executive Compensation 23
12. Security Ownership of Certain Beneficial Owners and
Management 28
13. Certain Relationships and Related Transactions 29
PART IV
14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 30
Signatures 31
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"). Fahnestock,
Freedom, FOM 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 are the principal Operating
Subsidiaries. Fahnestock is engaged in the securities brokerage
business in the United States and, through the agency of local licensed
broker-dealers, Fahnestock operates offices in Buenos Aires, Argentina
and Caracas, Venezuela. FOM is engaged in securities brokerage and
trading and investment banking in the United States. Freedom provides
discount securities brokerage services in the United States. Hudson
Capital is engaged in the investment advisory business in the United
States.
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, 1997, Fahnestock and FOM together employed 724
full-time registered representatives and 639 employees in trading,
research, investment banking, investment advisory services, public
finance and support positions for Fahnestock's 47 offices in the
United States, FOM's 26 offices (of which 25 are located in Michigan)
and for Freedom in its offices in Omaha, Nebraska. Fahnestock, FOM
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, conducts business in Caracas
and Buenos Aires through local broker-dealers who are licensed under
the laws of Venezuela and Argentina, respectively.
The operations of the Company and the Operating Subsidiaries are
within a single industry segment. No material part of the Company's
revenues, taken as a whole, are derived from a single customer or
group of customers.
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.
Fahnestock, FOM and Freedom are members of the New York Stock
Exchange, Inc. ("NYSE") and the National Association of Securities
Dealers, Inc. ("NASD"); and Fahnestock and FOM are members 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 FOM and 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 1997 and in 1996 and 1995 was
0.095% of the adjusted combined gross revenues of Fahnestock and
Freedom (and until July, 1995, Pace Securities Inc.). In addition,
Fahnestock has purchased protection from Aetna Casualty and Surety
Company of an additional $9,500,000 per customer. Upon request,
Fahnestock, at the customer's expense, will obtain additional protection
for a customer whose securities account is in excess of $10,000,000.
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,
1997 % 1996 % 1995 %
(Dollars in thousands, except percentages)
Commissions $103,323 43% $73,992 35% $69,072 37%
Principal
transactions, net 65,972 27% 80,508 38% 56,430 1%
Interest 40,123 17% 32,981 15% 36,233 19%
Underwriting fees 11,042 4% 8,672 4% 6,540 4%
Advisory fees 15,808 7% 14,189 6% 11,251 6%
Other 5,890 2% 3,646 2% 4,907 3%
Total revenues $242,158 100% $213,988 100% $184,433 100%
The Company derives most of its revenues from the operations of its
principal subsidiaries, Fahnestock and FOM. Although maintained as
separate entities, because Fahnestock acts as clearing broker in
transactions initiated by FOM and 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 and FOM'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. In
certain cases, discounts are granted to customers, generally on large
trades or to active customers. Fahnestock and FOM also provide 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 account
executives with good sales production records. Competition among
securities firms for such personnel is intense. Retail clients' accounts
are serviced by retail account executives (excluding the institutional
account executives referred to below) in Fahnestock's and FOM's
offices. Fahnestock's and FOM's institutional clients, which include
mutual funds, banks, insurance companies, and pension and profit-
sharing funds, are served by institutional brokers. (For a discussion of
the regulation of these, see "Regulation".) The institutional department
is supported by the 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." In most cases,
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.
In addition to executing trades, Fahnestock also provides other services
to its correspondents, including performance of accounting functions,
provision of office services, custody of securities and compliance with
regulatory requirements. The responsibilities rising out of Fahnestock's
clearing relationships are allocated pursuant to agreements with its
correspondents. To the extent that the correspondent broker has
financial resources available, this allocation of responsibilities protects
Fahnestock against claims by customers of correspondent brokers
where the responsibility for the function giving rise to a claim has been
allocated to the correspondent broker. If the correspondent is unable to
meet its obligations to its customers, however, dissatisfied customers
may attempt to obtain recovery from Fahnestock.
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, 1997, Fahnestock made approximately 1,800
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.
The U.S. Justice Department and the SEC have completed an
investigation of industry over-the-counter trading practices. As a result
of the investigation, the SEC issued "The 21a Report" detailing
industry practices, some of which were deemed anti-competitive. The
SEC has effected a "Firm Quote Rule", an "Order Exposure Rule" and
a "Best Execution Interpretation" (the "Rules"), all of which are
intended to correct the aforementioned practices and offer public
customers better executions. The Rules became effective on
January 10, 1997 and have negatively impacted the day to day
profitability of Fahnestock's OTC trading department. The impact of
the Rules has been to narrow the spread (the difference between the bid
and ask prices) on virtually all of the securities in which Fahnestock
makes markets, thus reducing potential profitability in day to day
transactions.
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 and FOM hold positions in their trading accounts in over-
the-counter securities and in exchange-listed securities in which they do
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
and a department that trades high yield securities (commonly referred
to as "junk bonds"). FOM has several trading departments including:
over-the-counter equities, taxable corporate bonds, municipal bonds,
UITs and US government bonds. These departments continually
purchase and sell securities and make markets in order to make a profit
on the inter-dealer spread. Although Fahnestock and FOM from time
to time holds an inventory of securities, more typically, they seek to
match customer buy and sell orders. Fahnestock and FOM do 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.
Investment Income
Dividends and interest earned on securities held in inventory are treated
as investment income.
Principal transactions, including market-making and other trading and
investment activities, accounted for approximately 27%, 38% and
31%, respectively, of the Company's total revenues for the fiscal years
ended December 31, 1997, 1996 and 1995, respectively.
Risk Management
Fahnestock's and FOM's principal transactions and brokerage activities
expose them to credit and market risks. When Fahnestock or FOM
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 or FOM 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
and FOM's securities positions are subject to fluctuations in market
value and liquidity.
Fahnestock and FOM monitor 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 or
FOM may from time to time attempt to reduce market risk through the
utilization of various derivative securities as a hedge to market
exposure.
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). In comparison, the NYSE permits loans of up to 75% of the
value of the securities in a customer's account.
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 has 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 and FOM manage 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 4% of its revenues from underwriting in 1997, the
same as both 1996 and 1995. 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 divisions Fahnestock
Asset Management and Newbold Investment Advisory) provide
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, 1997 Fahnestock and Hudson Capital together had
approximately $1.145 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 180
persons in its administration and operations departments at its head
office and approximately 105 people in its administration and
operations departments in FOM's Detroit headquarters.
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. 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. FOM is registered as a broker-dealer in all 50 states except
Nebraska. FOM's primary regulator with respect to securities activities
has been designated as the NYSE.
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,
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. (FOM also 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 l5c3-3 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 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 cooperation 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. FOM conducts its business from its offices
located at 300 River Place, Detroit, Michigan. 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 totaling approximately 445,000 square feet in 75 locations
under standard commercial terms expiring between 1998 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 commencing August 28, 1996 and prior to August 28,
1996, the range of bid and asked quotations on NASDAQ National
Market System for the periods indicated. NASDAQ quotations reflect
inter-dealer prices without retail mark-up, mark-down or commission
and may not represent actual transactions. Prices provided are in
Canadian dollars or U.S. dollars as indicated and are based on data
provided by The Toronto Stock Exchange, The New York Stock
Exchange and NASDAQ
Class A Shares:
TSE NYSE NASDAQ
HIGH LOW HIGH LOW HIGH LOW
1997 (Cdn. Dollars) (U.S. dollars) (U.S. dollars)
1st Quarter $25.25 $19.25 $18.375 $14.00 n/a n/a
2nd Quarter 28.60 20.75 20.875 14.75 n/a n/a
3rd Quarter 28.75 24.00 21.00 17.625 n/a n/a
4th Quarter 29.55 25.00 21.50 17.0625 n/a n/a
1996
1st Quarter $14.50 $11.75 n/a n/a $10.88 $ 8.50
2nd Quarter 18.25 14.63 n/a n/a 13.44 10.63
3rd Quarter 19.60 15.60 $14.13 $11.75 14.50 11.25
4th Quarter 20.00 15.90 14.63 11.63 n/a n/a
The following table sets forth information about the Company's
shareholders as at December 31, 1997 as set forth in the records of the
Company's transfer agent and registrar:
Class A Shares:
Total issued and outstanding:12,408,760
Shareholders of record
having addresses in: Number Percentage Number of
of shares shareholders
Canada 6,197,987 49.9% 201
United States 6,210,741 50.1% 191
Other 32 - 2
Total 12,408,760 100% 394
Class B shares
Total issued and outstanding: 99,680
Shareholders of record
having addresses in: Number Percentage Number of
of shares shareholders
Canada (1) 98,135 98.5% 126
United States 1,537 1.5% 69
Other 8 - 2
Total 99,680 100% 197
(1)The Company has been informed that 50,098 Class B shares
held by Phase II Financial Limited, an Ontario corporation, are
beneficially owned by A.G. Lowenthal, a U.S. citizen and resident. See
Item 12, "Security Ownership of Certain Beneficial Owners and
Management".
Dividends
Type Declaration date Record date Payment date Amount per share
Annual Jan.25, 1996 Feb. 9, 1996 Feb. 23,1996 $0.20
Quarterly Apr.19, 1996 May 9, 1996 May 23, 1996 $0.05
Quarterly Jul.16, 1996 Aug.9, 1996 Aug.23, 1996 $0.05
Quarterly Oct.17, 1996 Nov.8, 1996 Nov.22, 1996 $0.05
Quarterly Jan.29, 1997 Feb.10, 1997 Feb.21, 1997 $0.06
Quarterly Apr.21, 1997 May 9, 1997 May 23, 1997 $0.06
Quarterly Jul.21, 1997 Aug.8, 1997 Aug.22, 1997 $0.06
Quarterly Oct.20, 1997 Nov.7, 1997 Nov.21, 1997 $0.06
Quarterly Jan.29, 1998 Feb.6, 1998 Feb.20, 1998 $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,
1998. 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 27, 1997 the Company announced that commencing July 2,
1997 it intended to purchase up to 800,000 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 8.3% of the public float of Class A Shares. For the year
ended December 31, 1997, through the currently outstanding Normal
Course Issuer Bid the Company purchased 27,000 Class A Shares.
Through the Normal Course Issuer Bid which expired June 24, 1997,
the Company did not purchase any Class A Shares. Any shares
purchased by the Company pursuant to the Normal Course Issuer Bid
will be canceled. Unless terminated earlier by the Company, it may
continue to purchase shares up to July 1, 1998. 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, 1997. 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 operating
results of FOM for the period after July 17, 1997 and the assets and
liabilities of FOM as at December 31, 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,
1997 1996 1995 1994 1993
(In thousands of US dollars except share amounts)
Revenue $242,158 $213,988 $184,433 $157,253 $161,985
Profit before
extraordinary
item $26,731 $30,279 $20,899 $11,780 $19,022
Net profit $26,731 $30,279 $20,899 $11,780 $19,022
Profit before
extraordinary item
per share (1) $2.14 $2.46 $1.69 $0.96 $1.59
Net profit per
share (1)
- - basic $2.14 $2.46 $1.69 $0.96 $1.59
- - diluted $2.08 $2.41 $1.68 $0.95 $1.55
Total assets $835,146 $519,916 $623,466 $510,636 $428,315
Total current
liabilities $674,181 $384,009 $516,031 $421,818 $349,825
Subordinated
indebtedness,
including current
portion $30 $30 $30 $30 $30
Cash dividends
per Class A
Share and
Class B share $0.24 $0.35 $0.15 $0.15 $0.10
Shareholders'
equity $160,935 $135,877 $107,405 $88,788 $78,460
Book value per
share (1) $12.87 $10.99 $8.92 $7.34 $6.54
Number of shares
of capital stock
outstanding
(000s omitted) 12,508 12,365 12,040 12,094 11,997
(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 47 offices in the Northeastern United
States, the Midwest, Florida and California, and from two associated
offices in Caracas, Venezuela and Buenos Aires, Argentina. In
addition, since July 17, 1997, the Company operates in Michigan from
25 retail branch offices as FOM, a wholly-owned subsidiary of
Fahnestock. FOM is engaged in securities brokerage and trading and
investment banking. Client assets entrusted to the Company as at
December 31, 1997 totaled approximately $15 billion. Fahnestock is
licensed to offer brokerage and other financial services in all 50
States (FOM in all 50 States except Nebraska). 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 totaled $1.145 billion at December 31,
1997. 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
investment banking and financial services traditionally only provided by
securities firms. The Company also anticipates 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 that
may be enacted, or the effect on the Company's business.
The Company's long-term plan is to continue to expand existing offices
by hiring experienced professionals, thus maximizing the potential of
each office and development of existing trading, investment banking,
investment advisory and other activities. Equally important is the search
for viable candidates 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 investment environment remained favorable throughout 1997,
reflecting a strong U.S. economy and low inflation. Record low
unemployment, the prospect of a U.S. federal budget surplus, and
record inflows of investor dollars resulted in the third successive year
of popular stock averages rising over 20% per annum and interest rates
remaining at historically low levels. Turmoil in Asian currency and
stock markets is likely to impact the U.S. economy negatively, resulting
in lower growth, more market volatility and the prospect of a less
favorable investment environment.
The Company's revenues in fiscal 1997 increased by 13% compared to
fiscal 1996. The acquisition of First of Michigan on July 17, 1997 had a
major impact on the results for 1997. Approximately 77% of the
increase in commission income for the year was attributable to FOM
operations. Expenses increased by 22% in fiscal 1997 compared to
1996. Approximately 90% of this increase was attributable to FOM
operations. Net profit in 1997 was 12% lower than in 1996. This was
primarily due to the added costs of the FOM operations and acquisition
costs. During the fourth quarter of 1997, FOM was the target of
a "raid" by another investment firm. As a result of this destabilization,
FOM lost 65 investment executives. At December 31, 1997, 215 FOM
investment executives, from the original staff of 280 on the acquisition
date, remained with the Company in 26 branch offices (34 branch
offices on the acquisition date). This raid negatively impacted
operations, revenue and net profit in the fourth quarter of 1997.
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, 1997, 1996 and 1995
Period to Period Change
Increase (Decrease)
1997 versus 1996 1996 versus 1995
Amount Percentage Amount Percentage
Revenues -
Commissions $29,331,000 39.6% $4,920,000 7.1%
Principal transactions, net (14,536,000) (18.1) 24,078,000 42.7
Interest 7,142,000 21.7 (3,252,000) (9.0)
Underwriting fees 2,370,000 27.3 2,132,000 32.6
Advisory fees 1,619,000 11.4 2,938,000 26.1
Other 2,244,000 61.5 (1,261,000) (25.7)
Total revenues 28,170,000 13.2 29,555,000 16.0
Expenses -
Compensation 17,726,000 17.4 15,008,000 17.2
Clearing and exchange fees 1,856,000 25.6 (249,000) (3.3)
Communications 2,877,000 19.2 (16,000) (0.1)
Occupancy costs 849,000 8.3 871,000 9.4
Interest 3,850,000 23.6 (5,216,000) (24.2)
Other 8,430,000 90.9 86,000 1.0
Total expenses 35,588,000 22.2 10,484,000 7.0
Profit before taxes (7,418,000) (13.8) 19,071,000 54.8
Income taxes (3,870,000) (16.4) 9,691,000 69.6
Net profit (3,548,000) (11.7)% $9,380,000 44.9%
Fiscal 1997 compared to Fiscal 1996
In fiscal 1997, the U.S. economy remained strong with stable interest
rates and record low unemployment levels. Investors continued their
commitment to the equity market, sending popular market averages
upward by over 20% per annum for the third successive year. In
July 1997, the Company purchased FOM, and at yearend had
approximately 215 registered representatives in 26 branch offices to
bring the total for the Company to 724 investment executives in 75
offices. Total revenues for 1997 were $242,158,000, an increase of
13% over $213,988,000 in 1996. Commission income (the income
realized in securities transactions for which the Company acts as agent)
in 1997 was $103,323,000, an increase of 40% over $73,992,000 in
1996. Of this increase, 77% can be attributed to the addition of FOM's
business. 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)
generated net revenue of $65,972,000 in 1997, a decrease of 18%
compared to $80,508,000 in 1996. Market volatility and an
uninterrupted and dramatic increase in equity prices created a difficult
trading environment. Underwriting fees in 1997 were $11,042,000, an
increase of 27% over $8,672,000 in 1996. The Company was able to
increase its underwriting business in both the public finance area and
the structured asset area. Advisory fees in 1997 were $15,808,000, an
increase of 11% over $14,189,000 in 1996 as a result of the addition of
assets under management in 1997.
Interest income was $40,123,000 in 1997, an increase of 22% over
$32,981,000 in 1996. Interest expense was $20,161,000 in 1997, an
increase of 24% over $16,311,000 in 1996. The increase is attributable
to the higher stock loan/stock borrow balances in 1997 compared to
1996 and higher customer debit balances as a result of the acquisition
of FOM. Net interest revenue (interest revenue less interest expense)
increased 20% in 1997 compared to 1996.
Expenses totaled $195,674,000 in 1997, an increase of 22% over
$160,086,000 in 1996. Approximately 90% of the increase in 1997 can
be attributed to the addition of the FOM operations effective July 17,
1997 and related acquisition costs. Compensation and related expenses
were $119,785,000 in 1997, an increase of 17% over $102,059,000 in
1996. Communications expenses were $17,879,000, an increase of
19% over $15,002,000 in 1996. Occupancy costs were $11,025,000 in
1997, an increase of 8% over $10,176,000 in 1996. These increases
can primarily be attributed to the increased size of the organization
after the acquisition of FOM. Clearing and exchange fees were
$9,118,000, an increase of 26% over $7,262,000 in 1996 and includes
a variable component which rises as commission income rises. Other
expenses were $17,706,000, an increase of 91% over $9,276,000 in
1996. This increase is due to several factors including: professional fees
incurred as a result of the acquisition of FOM and other matters,
depreciation and amortization on a much larger fixed asset base after
the acquisition, licensing and filing fees as a result of the acquisition,
and other acquisition-related costs.
Fiscal 1996 compared to Fiscal 1995
In fiscal 1996, a healthy U.S. economy with stable interest rates and
low inflation, sent the U.S. equity market to record-breaking highs.
Retail commission volumes broke 1995 record levels as the Dow Jones
Industrial average and all other major indices established new highs.
Total revenues for 1996 were $213,988,000, up 16% over
$184,433,000 in 1995. Commission income in 1996 was $73,992,000,
up 7% over $69,072,000 in 1995. Commission income increased
primarily due to a general increase in market volumes in 1996
compared to 1995. Principal transactions was $80,508,000, up 43%
from $56,430,000 in 1995. This increase was due primarily to higher
activity levels and profits from the Over-the-Counter equity department
and the convertible bond department. Underwriting fees in 1996 were
$8,672,000, an increase of 33% over $6,540,000 in 1995. With the
strong market in corporate Initial Public Offerings (IPOs) business in
1996, the Company was able to increase its underwriting business
compared to 1995. Public finance issuance improved from 1995's
depressed levels. Advisory fees in 1996 were $14,189,000, an increase
of 26% over $11,251,000 in 1995. The increase is attributable to the
increasing value of assets managed and the timing of receipts of fees
due for such management. In September, 1996 assets under
management were significantly reduced as a result of the retirement of
a key employee of the Hudson Capital Advisors division. Other
revenue was lower in 1996 than 1995 which included a life insurance
benefit which did not recur in 1996.
Interest income was $32,981,000, a decrease of 9% from $36,233,000
in 1995. Interest expense was $16,311,000, a decrease of 24% from
$21,527,000 in 1995. This decrease is primarily the result of lower
stock loan/stock borrow balances in 1996 compared to 1995. Net
interest revenue of $16,670,000 (interest revenue less interest expense)
increased 13% in 1996 compared to 1995.
Expenses totaled $160,086,000 in 1996, an increase of 7% over
$149,602,000 in 1995. Compensation and related expenses, which are
largely revenue-driven were $102,059,000 in 1996, an increase of 17%
over $87,051,000 in 1995. Clearing and exchange fees were
$7,262,000 in 1996, a decrease of 3% from $7,511,000 in 1995 due to
the redirection of many transactions away from Exchanges.
Communications costs of $15,002,000 in 1996 decreased slightly
compared to $15,018,000 in 1995. Occupancy costs were
$10,176,000, an increase of 9% compared to $9,305,000 in 1995. This
was due to an increase in the cost of leasing premises and equipment,
primarily due to the commencement of business of Freedom
Investments in late 1995.
Liquidity and Capital Resources
The increase in the Company's assets during the last three years has
been primarily the result of the expansion in its business and the growth
in earnings. 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 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, 1997, Fahnestock had bank lines of credit and call loan
arrangements with outstanding borrowings thereunder of $26,005,000.
The Company paid cash dividends to its shareholders totaling
$3,002,000, during 1997, from internally-generated cash.
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's computer programs were originally designed to
recognize calendar years by their last two digits. Calculations based on
this system would not work properly from the year 2000 forward. The
Company has begun systems modifications to remedy this situation. In
certain areas, systems modifications and the testing thereof has already
been completed. The plan is that all programs will be corrected and
fully tested before the end of 1998. This work is being performed in-
house and the incremental costs will not have a material effect on the
Company's consolidated financial statements. Other modifications
required as a result of notifications from outside agencies such as
NSCC, DTC and others have been made upon receipt of such
notifications and are not outstanding.
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 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, 1997 is set forth below.
Name /
Age /
Positions held
John L. Bitove
69
A Director of the Company since February 1980;
Chairman of The Bitove Corporation (a holding
company for subsidiaries engaged in food and
beverage services) since 1987.
- - Member of the Audit and Compensation and
Stock Option Committees
Richard Crystal
57
A Director of the Company since 1992; Partner,
Whitman Breed Abbott & Morgan LLP(Attorneys-at-
Law), U.S. counsel to the Company since 1985.
Albert G. Lowenthal
52
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; between March 1985 and
September 1985, Mr. Lowenthal was
self-employed; prior to March 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
62
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
55
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 & Elliot (Law firm), Canadian
counsel to the Company since 1979.
Elaine K. Roberts
46
President, Treasurer and a Director of the
Company since 1977; Treasurer and a Director of
Fahnestock since 1983.
Burton Winberg
73
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, 1997, 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, 1997 exceeded $100,000.
SUMMARY COMPENSATION TABLE (part 1 of 2)
Annual Compensation
Name and $Other
Principal Annual
Occupation Year $Salary $Bonus Comp
A.G. Lowenthal, 1997 300,000 - 11,990
Chairman, CEO, 1996 300,000 400,000 10,400
and Director of 1995 300,000 300,000 10,350
the Company;
Chairman and
CEO of Fahnestock
Robert Neuhoff, 1997 230,000 175,000 0
Executive Vice 1996 230,000 175,000 0
President of 1995 230,000 125,000 0
Fahnestock
Eric Shames 1997 150,000 75,000 0
Secretary of 1996 150,000 75,000 0
Fahnestock 1995 115,000 50,000 0
Robert Maimone 1997 135,000 75,000 0
Senior Vice 1996 135,000 75,000 0
President of 1995 115,000 50,000 0
Fahnestock
E.K. Roberts, 1997 120,000 70,000 11,990
President,Treasurer 1996 120,000 70,000 10,400
and Director of the 1995 120,000 50,000 10,350
Company
SUMMARY COMPENSATION TABLE (part 2 of 2)
Long-Term Compensation
Name Year # of securities
under options/ $LTIP $All other
SARs granted payouts comp.
A.G. Lowenthal 1997 0 908,000 6,050
1996 0 386,694 6,730
1995 0 238,306 5,000
Robert Neuhoff 1997 0 0 6,050
1996 0 0 6,730
1995 0 0 5,000
Eric Shames 1997 0 0 6,050
1996 15,000 0 6,595
1995 0 0 0
Robert Maimone 1997 0 0 6,050
1996 25,000 0 6,730
1995 0 0 4,905
E.K. Roberts 1997 0 0 0
1996 0 0 0
1995 0 0 0
OTHER ANNUAL COMPENSATION - 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.
RESTRICTED STOCK AWARDS - 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
$ Year-end
# of shares value of
Underlying unexercised
unexercised in-the-money
options/SARs options
exercisable/ exercisable/
Name (1) (2) unexercisable unexercisable
A.G. Lowenthal 0 0 225,000/75,000 $2,507,437/$665,812
R. Neuhoff 0 0 12,500/12,500 $110,969/$110,969
E. Shames 0 0 0/15,000 0/$96,862
R. Maimone 0 0 0/25,000 0/$161,437
E.K. Roberts 0 0 37,500/37,500 $332,906/$332,906
(1) Shares acquired on exercise
(2) $Value realized
Details of number of shares and value of exercisable and unexercisable
options are as follows:
These options are exercisable in $CDN and have been converted at the
exchange rate as at December 31, 1997.
# of Option Price at Value Total
shares Price Dec.31/97 Per Share Value
A.G. Lowenthal -
exercisable 150,000 $5.16 $17.4375 $12.2775 $1,841,625
exercisable 75,000 $8.56 $17.4375 $ 8.8775 $ 665,812
unexercisable 75,000 $8.56 $17.4375 $ 8.8775 $ 665,812
R. Neuhoff -
exercisable 12,500 $8.56 $17.4375 $ 8.8775 $ 110,969
unexercisable 12,500 $8.56 $17.4375 $ 8.8775 $ 110,969
E. Shames -
exercisable 0 n/a n/a n/a n/a
unexercisable 15,000 $10.98 $17.4375 $ 6.4575 $ 96,862
R. Maimone -
exercisable 0 n/a n/a n/a n/a
unexercisable 25,000 $10.98 $17.4375 $ 6.4575 $ 161,437
E.K. Roberts -
exercisable 37,500 $8.56 $17.4375 $ 8.8775 $ 332,906
unexercisable 37,500 $8.56 $17.4375 $ 8.8775 $ 332,906
OPTION/SAR GRANTS FOR THE YEAR ENDED DECEMBER 31, 1997.
None
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. On January 27 , 1995, with
respect to the 1994 fiscal year, the Company issued 92,000 Class
A Shares from Treasury at Cdn.$9.00 (US$6.75). On January 10,
1996, with respect to the 1995 fiscal year, the Company issued
113,000 Class A Shares from Treasury at Cdn.$12.24 (US$8.85) per
share to the Company's 401(k) plan. On January 14, 1997, with
respect to the 1996 fiscal year, the Company issued 70,000 Class A
Shares from Treasury at U.S.$14.375 per share to the Company's
401(k) plan. On January 14, 1998, with respect to the 1997 fiscal year,
the Company issued 42,000 Class A Shares from Treasury at
U.S.$17.6875 per share to the Company's 401(k) plan.
FOM has a savings plan qualified under Section 401(k) of the Internal
Revenue Code pursuant to which FOM makes regular defined cash
contributions based on the Plan document. In addition, FOM sponsors
an unfunded Supplemental Executive Retirement Program ("SERP"),
which is a non-qualified plan that provides certain current and 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.
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 1997 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.
Stock Appreciation Agreement
In February, 1995 Fahnestock entered into a Stock Appreciation
Agreement (the "Stock Appreciation Agreement") with Albert G.
Lowenthal, the Chairman and Chief Executive Officer of the Company
and of Fahnestock, pursuant to the recommendation of the Company's
Compensation Committee and the approval of the Board of Directors.
The purpose of the Stock Appreciation Agreement is to provide
additional compensation to Mr. Lowenthal for his past services (so as
to bring Mr. Lowenthal's compensation more into line with the
compensation paid to chief executive officers of comparable companies
in the financial services industry) linked to the future market price of
the Company's stock.
Under the terms of the Stock Appreciation Agreement, Mr. Lowenthal
was entitled to receive a cash award in January 1996 of U.S.$238,306,
being the greater of (x) U.S.$150,000 or (y) the difference between
Cdn.$9.00 and the Market Value (as defined in the Stock Appreciation
Agreement) for the Company's Class A Shares on The Toronto
Stock Exchange as of December 31, 1995, multiplied by 100,000. Mr.
Lowenthal was entitled to additional payment of U.S.$386,694 in
January 1997 based upon this formula and restricted by the proviso that
the aggregate paid with respect to 1995 and 1996 not exceed
U.S.$625,000.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
(a) The following table sets forth information as of December 31, 1997
as to the only persons known to the Company which own beneficially
more than 5% of the Class B Shares (the only class of voting stock of
the Company). There are no outstanding rights to acquire beneficial
ownership of any Class B Shares.
Title of Class
Identity of Person or
Group/
Mailing Address
Amount Percent of
Owned Class
Class B
A.G. Lowenthal 50,098 (1) 50.2%
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") is
wholly-owned by Mrs. Roberts.
(b) The following table sets forth information as of December 31,
1997 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
Identity of Person or Group
Amount Owned
Percent of Class
Class A Shares A.G. Lowenthal 2,386,625 (1),(2) 18.7%
E.K. Roberts 111,944 (4) 0.9%
A.W. Oughtred 500 *
J.L. Bitove 25,580 0.2%
R. Crystal 10,500 (5) *
K.W. McArthur 35,000 0.3%
B. Winberg 700 *
Officers and
Directors as a
group (7 members) 2,570,849 (1),(2),(4),(5) 20.2%
Class B Shares A.G. Lowenthal 50,098 (3) 50.3%
E.K. Roberts 108 0.1%
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) 50,226 50.4%
_____________________________________
(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 2,150,900 Class A Shares. Mr. Lowenthal holds 9,475
Class A Shares through the Company's 401(k) plan and 1,250 Class A
Shares directly.
(2) 225,000 Class A Shares are beneficially owned in respect of Class
A Shares currently issuable upon exercise of options issued under the
Company's ISO and ESO.
(3) Phase II, an Ontario corporation wholly-owned by Mr. Lowenthal,
is the holder of record of all such shares.
(4) 37,500 Class A Shares are beneficially owned in respect of Class A
Shares currently issuable upon exercise of options issued under the
Company's ESO.
(5) 10,000 Class A Shares are beneficially owned in respect of Class A
Shares currently issuable upon exercise of options issued under the
Company's ESO.
* 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 1997 was nil ( nil and $178,000 in 1995 and 1996,
respectively). Mr. Robert Neuhoff also maintains a margin account
with Fahnestock. The maximum borrowings outstanding during 1997
was $876,000 (nil and $427,000 in 1995 and 1996, 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
The Company was not required to file any reports on Form 8-K during
the last quarter of 1997 or thereafter to date.
(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 23rd day of March, 1998.
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 Mar.23, 1998
J.L. Bitove
/s/R. Crystal Director Mar.23, 1998
R. Crystal
/s/A.G. Lowenthal Chairman, Mar.23, 1998
A.G. Lowenthal Chief Executive
Officer, Director
/s/K.W. McArthur Director Mar.23, 1998
K.W. McArthur
/s/A.W. Oughtred Secretary, Director Mar.23, 1998
A.W. Oughtred
/s/E.K. Roberts President,Treasurer, Mar.23, 1998
E.K. Roberts Chief Financial Officer,
Director
/s/ B. Winberg Director Mar.23, 1998
B. Winberg
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FAHNESTOCK VINER HOLDINGS INC.
Management's Responsibility for Consolidated Financial Statements
F-1
Independent Auditors' Report
F-2
Consolidated Balance Sheet as of December 31, 1997 and 1996
F-3
Consolidated Statement of Operations for the three years ended
December 31, 1997, 1996 and 1995
F-4
Consolidated Statement of Retained Earnings for the three years ended
December 31, 1997, 1996 and 1995
F-5
Consolidated Statement of Cash Flows for the three years ended
December 31, 1997, 1996 and 1995
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 judgments 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.
Coopers & Lybrand, the Company's independent auditors, conduct an
audit of the consolidated financial statements in accordance with
generally accepted auditing standards. 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 auditors to review the internal controls,
consolidated financial statements, and the auditor's 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
March 4, 1998 F-1
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS OF FAHNESTOCK VINER HOLDINGS INC.
We have audited the consolidated balance sheets of Fahnestock Viner
Holdings Inc. as at December 31, 1997 and 1996 and the consolidated
statements of operations, retained earnings and cash flows for the years
ending December 31, 1997, 1996 and 1995. 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 in accordance with Canadian generally
accepted auditing standards. Those standards require that we plan and
perform an audit to obtain reasonable assurance 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. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.
In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at
December 31, 1997 and 1996 and the results of its operations and cash
flows for the years ended December 31, 1997, 1996 and 1995 in
accordance with accounting principles generally accepted in the United
States.
/s/Coopers & Lybrand
Chartered Accountants
Toronto, Canada
March 4, 1998. F-2
FAHNESTOCK VINER HOLDINGS INC.
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31,
1997 1996
Expressed in thousands of U.S. dollars
ASSETS
Current assets
Cash and short-term deposits $ 10,784 $ 9,363
Restricted deposits (note 2) 1,537 1,902
Deposits with clearing organizations 4,734 3,701
Receivable from brokers and
clearing organizations (note 1) 359,205 186,543
Receivable from customers 350,807 266,142
Securities owned, at market
value (notes 3 and 5) 63,262 40,998
Demand notes receivable 30 30
Other 27,945 7,040
818,304 515,719
Other assets
Stock exchange seats (approximate
market value $5,592; $3,503 in 1996) 1,542 1,411
Fixed assets, net of accumulated
depreciation of $7,658; $3,853 in 1996 9,128 1,856
Goodwill, at amortized cost 6,172 930
16,842 4,197
$835,146 $519,916
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Drafts payable $ 18,507 $ 12,439
Bank call loans (note 5) 23,755 11,800
Payable to brokers and clearing
organizations (note 1) 422,173 193,965
Payable to customers 117,033 91,880
Securities sold, but not yet
purchased, at market value (note 3) 31,090 32,756
Accounts payable and other liabilities 45,571 29,366
Income taxes payable 16,052 11,803
674,181 384,009
Subordinated loans payable (note 4) 30 30
Commitments and contingencies (note 10)
Shareholders' equity
Share capital (note 6)
12,408,760 Class A non-voting
shares (1996-12,265,760 shares) 40,783 39,688
99,680 Class B voting shares 133 133
40,916 39,821
Contributed capital (note 7) 1,333 1,099
Retained earnings 118,686 94,957
160,935 135,877
$835,146 $519,916
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,
1997 1996 1995
Expressed in thousands of U.S. dollars, except per share amounts
REVENUE:
Commissions $103,323 $73,992 $69,072
Principal transactions, net 65,972 80,508 56,430
Interest 40,123 32,981 36,233
Underwriting fees 11,042 8,672 6,540
Advisory fees 15,808 14,189 11,251
Other 5,890 3,646 4,907
242,158 213,988 184,433
EXPENSES:
Compensation and related expenses 119,785 102,059 87,051
Clearing and exchange fees 9,118 7,262 7,511
Communications 17,879 15,002 15,018
Occupancy costs 11,025 10,176 9,305
Interest 20,161 16,311 21,527
Other 17,706 9,276 9,190
195,674 160,086 149,602
Profit before income taxes 46,484 53,902 34,831
Income tax provision (note 8) 19,753 23,623 13,932
NET PROFIT FOR YEAR $26,731 $30,279 $20,899
Profit per share (note 9)
- - basic $2.14 $2.46 $1.69
- - diluted $2.08 $2.41 $1.68
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,
1997 1996 1995
Expressed in thousands of U.S. dollars
Retained earnings,beginning of the year $94,957 $68,974 $49,902
Net profit for the year 26,731 30,279 20,899
Dividends paid (3,002) (4,296) (1,827)
Retained earnings,end of the year $118,686 $94,957 $68,974
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,
1997 1996 1995
Expressed in thousands of U.S. dollars
Cash flows from operating activities:
Net profit for the year $26,731 $30,279 $20,899
Adjustments to reconcile net profit
to net cash provided by (used in)
operating activities:
Non-cash items included in net profit:
Depreciation and amortization 1,357 955 579
Decrease (increase) in operating
assets, net of effects of
acquisition of First of Michigan
Capital Corporation:
Restricted deposits 365 (660) (48)
Deposits with clearing organizations (1,033) (35) (980)
Receivable from brokers
and clearing organizations (165,787) 117,067 (85,412)
Receivable from customers 556 (12,958) (16,428)
Securities owned (17,693) (4,742) (6,483)
Other assets (13,919) 4,574 (4,954)
Increase (decrease) in operating
liabilities net of effects of
acquisition of First of Michigan
Capital Corporation:
Drafts payable 6,069 (4,382) 3,902
Payable to brokers and clearing
organizations 226,095 (125,878) 59,331
Payable to customers 5,055 12,386 1,527
Securities sold, but not yet purchased (2,024) 6,816 13,899
Accounts payable and other liabilities 3,010 5,739 3,069
Income taxes payable 3,708 2,697 7,110
Cash provided by (used in)
operating activities 72,490 31,858 (3,989)
Cash flows from investing and
other activities:
Purchase of First of Michigan
Capital Corporation, net
of cash acquired (note 12) (34,340) - -
Proceeds from sale of exchange seat 1,358 - 164
Purchase of exchange seat - - (7)
Purchase of fixed assets (5,152) (995) (597)
Cash used in investing and
other activities (38,134) (995) (440)
Cash flows from financing activities:
Cash dividends paid on Class A
non-voting and Class B shares (3,002) (4,296) (1,827)
Issuance of Class A non-voting shares 1,577 2,175 691
Repurchase of Class A non-voting
shares for cancelation (482) - (1,146)
Tax benefit from employee options exercised 234 314 -
(Decrease) increase in bank call loans (31,262) (29,400) 5,375
Cash provided by (used in)
financing activities (32,935) (31,207) 3,093
Net increase (decrease) in cash
and short-term deposits 1,421 (344) (1,336)
Cash and short-term deposits,
beginning of year 9,363 9,707 11,043
Cash and short-term deposits,
end of year $10,784 $ 9,363 $ 9,707
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, 1997
GENERAL
Fahnestock Viner Holdings Inc. (the "Company") is incorporated under
the laws of Ontario. The Company's principal subsidiaries, Fahnestock
& Co. Inc. ("Fahnestock") and First of Michigan Corporation
("FOM"), are members 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
accordance 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 date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. 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
First of Michigan Corporation - broker/dealer in securities
Freedom Investments, Inc. - discount broker in securities
Hudson Capital Advisors Inc. - investment advisory services
Significant inter-company balances and transactions have been
eliminated upon consolidation.
(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 for trading purposes are
reported at market value 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.
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 $299,938,000 (1996-
$157,314,000). Included in payable to brokers and clearing
organizations are deposits received for securities loaned of
$411,089,000 (1996-$183,010,000).
2. Restricted deposits
Deposits of $1,537,000 (1996-$1,902,000) were held at year end in a
special reserve bank account for the exclusive benefit of customers in
accordance with regulatory requirements. To the extent permitted,
these deposits are invested in interest bearing accounts collateralized by
qualified securities.
3. Securities owned and sold, but not yet purchased (at market value)
1997 1996
Securities owned consist of:
Corporate equities $28,309,000 $22,846,000
Corporate debt 13,264,000 10,963,000
U.S. government and agency
and state and municipal
government obligations 10,029,000 5,184,000
Securities purchased to resell - 2,005,000
Money market funds 11,660,000 -
$63,262,000 $40,998,000
Securities sold, but not yet purchased consist of:
Corporate equities $26,706,000 $30,170,000
Corporate debt 3,266,000 512,000
U.S. government and agency
and state and municipal
government obligations 1,118,000 2,074,000
$31,090,000 $32,756,000
4. Subordinated loans payable
1997 1996
Due in 1999 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, 1997. These loans, collateralized by firm and customer
securities with market values of approximately $43,361,000 and
$83,939,000, respectively, are primarily with one money center bank.
Details of the bank call loans are as follows:
December 31,
1997 1996 1995
Year-end balance $23,755,000 $11,800,000 $41,200,000
Weighted interest rate 6.3125% 6.343% 7.250%
(at end of year)
Maximum balance $45,650,000 $23,150,000 $41,200,000
(at any month end)
Average amount
outstanding $23,779,000 $10,867,000 $17,446,000
(during the year) (2)
Weighted average
interest rate 4.16% 5.97 5.093%
(during the year) (1)
(1) The weighted average interest rate during the year was
computed by dividing the actual interest expense by the average bank
call loans outstanding.
(2) The average amount outstanding during the year was
computed by adding amounts outstanding at the end of each month and
dividing by twelve.
Aggregate interest paid by the Company on a cash basis during the
years ended December 31, 1997, 1996, and 1995 was $21,449,000,
$17,721,000 and $22,900,000, respectively.
6. Share capital
The Company's authorized share capital 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.
All of the above-referenced classes of shares are without par value.
The Company's issued and outstanding share capital is as follows (no
first preference shares have been issued):
1997 1996 1995
12,408,760 (12,265,760 in
1996 and 11,940,410 in 1995)
Class A non-voting shares $40,783,000 $39,688,000 $37,513,000
99,680 Class B voting shares 133,000 133,000 133,000
$40,916,000 $39,821,000 $37,646,000
The Company has outstanding options with certain employees to
purchase a total of 1,120,030 Class A non-voting shares as follows:
Number Date
of shares of Issue Option price Expiration date
150,000 Jan.27, 1993 Cdn.$ 7.38 Jan.26,1998
100,000 Jan.28, 1994 Cdn.$12.50 Feb.28,1999
250,000 Mar.1, 1994 Cdn.$12.25 Feb.28,1999
100,000 Jun.6, 1994 Cdn.$ 9.00 Jun.5,1999
20,000 Jan.2, 1996 Cdn.$12.62 Jan.1, 2001
142,000 May29, 1996 Cdn.$15.70 May 28, 2001
125,000 Jul. 16, 1996 Cdn.$15.75 Jul.15, 2001
21,000 Dec.16, 1996 US $14.38 Dec.15, 2001
5,000 Dec.31, 1996 Cdn.$19.80 Dec.31, 2001
82,030 Jan.7, 1997 US $14.50 Jan.6, 2002
75,000 Feb.26, 1997 Cdn.$23.90 Feb.26, 2002
45,000 Oct.20, 1997 US $20.875 Oct.19, 2002
5,000 Dec.23, 1997 US $17.75 Dec.22, 2002
During 1997, options to purchase 100,000 Class A non-voting shares
(212,350 in 1996 and 21,875 in 1995) were exercised for cash totaling
$571,000 ($1,175,000 in 1996 and $70,000 in 1995). The number
of options vested at December 31, 1997 was 335,000 (223,750 in 1996
and 263,625 in 1995). The authorized number of Class A non-voting
shares that may be made subject to options under the Company's
employee stock option plans is 1,850,000.
The Company issued Class A non-voting shares from Treasury to the
Company's 401(k) plan as follows:
Number Date Issue Price
Year of shares of issue per share
1995 113,000 January 10, 1996 Cdn.$12.24
1996 70,000 January 14, 1997 US $14.375
1997 42,000 January 14, 1998 US $17.6875
In 1997, the Company paid cash dividends to holders of Class A non-
voting and Class B shares as follows (US$0.35 in 1996):
Dividend Record Date Payment Date
per share
US$0.06 February 10, 1997 February 21, 1997
US$0.06 May 9, 1997 May 23, 1997
US$0.06 August 8, 1997 August 22, 1997
US$0.06 November 7, 1997 November 21, 1997
The Company may purchase up to 800,000 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, 1997, the Company purchased
27,000 Class A non-voting shares for a total consideration of $482,000
(nil in 1995 and 1996). Unless terminated earlier by the Company, it
may continue to purchase shares up to July 1, 1998.
7. Contributed capital
Contributed capital represents the tax benefit on the difference between
market price and exercise price on employee stock options exercised in
1992, 1994, 1996 and 1997.
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:
1997 1996 1995
Profit before income tax $46,484,000 $53,902,000 $34,831,000
U.S. federal tax at 35% $16,289,000 $18,876,000 $12,268,000
Canadian tax at 44% (25,000) (13,000) (97,000)
Combined state and local tax 6,558,000 7,378,000 4,564,000
Income taxes before under-noted 22,822,000 26,241,000 16,735,000
Tax effect of non-taxable
interest and dividends (88,000) (271,000) (269,000)
Tax effect of deductible state
and local taxes other
differences between accounting
and taxable income (2,981,000) (2,347,000) (2,534,000)
Income taxes $19,753,000 $23,623,000 $13,932,000
Profit before income tax provision
Canadian operations $ (56,000) $ (29,000) $ (220,000)
U.S. operations $46,540,000 $53,931,000 $35,051,000
The current U.S. income tax provision in 1997 is $19,753,000
($23,623,000 in 1996 and $13,932,000 in 1995). The current
Canadian income tax provision in 1997 is nil (nil in 1996 and 1995).
Aggregate deferred tax assets, which relate to fixed assets and acquired
net operating losses, are included in other assets and amounted to
$722,000.
On a cash basis, the Company paid income taxes for the years ended
December 31, 1997, 1996 and 1995 in the amounts of $15,588,000,
$19,467,000 and $6,731,000, respectively.
9. Profit per share
1997 1996 1995
Basic weighted average number
of shares outstanding 12,494,054 12,296,197 12,330,552
Net effect,treasury stock
method 383,887 287,039 107,880
Diluted common shares 12,877,941 12,583,236 12,438,449
Net profit $26,731,000 $30,279,000 $20,889,000
Basic profit per share $2.14 $2.46 $1.69
Diluted profit per share $2.08 $2.41 $1.68
Statement of Financial Accounting Standards No.128 - Earnings Per
Share ("FAS 128") requires a change in the method of calculation for
both primary and fully-diluted earnings per share for periods ended
after December 15, 1997. Earnings per share for the years ended
December 31, 1996 and 1995 have been restated to comply with FAS 128.
FASB Statement No.123 "Accounting for Stock-Based Compensation"
("SFAS 123") was issued in 1995, and if fully adopted, changes the method
for recognition of cost on 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 1997 grants for stock compensation had been determined in
accordance with SFAS 123 are as follows:
Dec.31, 1997 Dec.31, 1996
As reported Proforma As reported Proforma
Net profit $26,731,000 $26,409,000 $30,279,000 $30,117,000
Basic profit per share $2.14 $2.11 $2.46 $2.45
Diluted profit per share $2.08 $2.05 $2.41 $2.39
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 1997: risk-free interest rates
ranging from 5.68% to 6.37% (5.41% to 6.66% in 1996), expected
dividend yield of 1.4%, expected life of 5 years and expected
volatility ranging from 28% to 33% (25% in 1996). The weighted
average fair value of options granted during 1997 was $3,001,000
($958,000 in 1996). 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:
1998 $ 6,155,000
1999 $ 4,869,000
2000 $ 3,699,000
2001 $ 3,269,000
2002 and thereafter $25,287,000
Total $43,279,000
Certain of the leases contain provisions for rent escalation based on
increases in costs incurred by the lessor.
(b) The Company's rent expense for the years ended December 31,
1997, 1996 and 1995 was $6,689,000, $5,566,000 and $5,411,000,
respectively.
(c) The Company, through its subsidiaries, maintains contribution
based retirement plans covering substantially all full-time U.S.
employees. The Fahnestock plan provides that the Company
may make discretionary contributions. The FOM plan contributions are
made in accordance with the terms of the Plan document. FOM also
sponsors an unfunded Supplemental Executive Retirement Program,
which is a non-qualified plan that provides certain current and former
officers additional retirement benefits. The Company made
contributions to the plans of $2,207,000, $1,922,000 and $1,600,000
in 1997, 1996 and 1995, respectively.
(d) The Company's bankers have issued letters of credit for
$31,430,000 deposited with two clearing organizations of which
$27,800,000 is collateralized by securities owned. No amounts have
been drawn on the letters of credit at December 31, 1997.
(e) 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.
(f) The Company's principal subsidiaries, Fahnestock and FOM , are
subject to the uniform net capital requirements of the Securities and
Exchange Commission ("SEC") under Rule 15c3-1 (the "Rule").
Fahnestock and FOM compute their net capital requirements under the
alternative method provided for in the Rule which requires that
Fahnestock and FOM maintain net capital equal to two percent
of aggregate customer related debit items, as defined in SEC Rule
15c3-3. At December 31, 1997, Fahnestock had net capital of
$94,435,000 which was $85,503,000 in excess of the $8,932,000
required to be maintained at that date. At December 31, 1997, FOM
had net capital of $7,499,000 which was $7,249,000 in excess of the
$250,000 required to be maintained at that date.
11. Comparative figures
Certain 1995 and 1996 figures have been reclassified in order to
conform with the financial statement presentation adopted for 1997.
12. Acquisitions.
On July 17, 1997, a subsidiary of the Company acquired approximately
99.4% of the outstanding common stock of First of Michigan Capital
Corporation by way of a tender offer for cash consideration.
On July 31, 1997, the Company acquired the remaining outstanding
shares. The total purchase price was $37,609,000. The acquisition was
accounted for by the purchase method as follows:
Cash $ 3,269,000
Receivable from brokers and others, net 69,885,000
Fixed assets 3,140,000
Assets subsequently sold 264,000
Other assets 11,713,000
88,271,000
Deduct:
Loans and notes payable (43,217,000)
Other liabilities (12,990,000)
Fair value of assets acquired 32,064,000
Purchase price paid 37,609,000
Excess of cost over fair value allocated to goodwill $ 5,545,000
Presented below are the unaudited proforma consolidated results of
operation. Amounts presented for 1997 and 1996 give effect to the
acquisition of FOM as if the transaction was consummated at the
beginning of each of the periods presented. The proforma information
is for comparative purposes only and is not necessarily indicative either
of the actual results that would have occurred if the acquisition had
been consummated at the beginning of the period presented, or of
future operations of the combined companies.
Year ended December 31,
1997 1996
Revenues $282,988,000 $286,433,000
Profit before tax $ 51,656,000 $ 56,335,000
Net profit $ 28,936,000 $ 32,670,000
Basic profit per share $2.32 $2.66
Diluted profit per share $2.25 $2.60
13. 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
review, as necessary, the credit standing of each counterparty with
which it conducts business.
Securities sold, but not yet purchased represent obligations of the
Company to deliver the specified security at the contracted price and
thereby create a liability to repurchase the security in the market at
prevailing prices. Accordingly, these transactions result in off-balance-
sheet risk, as the Company's ultimate obligation to satisfy the sale of
securities sold, but not yet purchased may exceed the amount
recognized on the balance sheet. Inventory positions are monitored on
a daily basis to minimize the risk of loss.
The Company's customer financing and securities lending activities
require the Company to pledge customer securities as collateral for
various collateralized financing sources such as bank loans and
securities loaned. At December 31, 1997, approximately $133,900,000
of securities loaned are collateralized by customer securities. Included
in receivable from brokers and clearing organizations are receivables
from four major broker-dealers totaling $135,026,000.
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, 1997 included revenue from trading
equities of $53,828,000 and revenue from trading fixed income
securities of $12,144,000.
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, 1997, the Company had open stock index futures
contracts with notional values of approximately $19,582,000. The fair
value of these derivative financial instruments included in assets at
December 31, 1997 was approximately $71,125, and the monthly
average fair values of the instruments during the year were assets of
$133,000 and liabilities of $379,000.
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, 1997 the Company had outstanding commitments to
buy $2,000,000 of U.S. Government agency securities on a when
issued basis. These commitments have off-balance sheet risks
similar to those described above.
14. Impact of Recently Issued Accounting Standards
New accounting standards issued but not effective would not have a
material impact on the Company's financial statements.
15. Subsequent event
On January 29, 1998, a cash dividend of U.S.$0.07 per share (totaling
$889,000) was declared payable on February 20, 1998 to holders of
Class A non-voting and Class B shares of record on February 6, 1998.
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/
Page
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(a)
Lease documentation for the premises at 110 Wall St., New York, NY
including Lease Modification Agreement dated January 25, 1991
between The 110 Wall Company and Fahnestock & Co. Inc.
(previously filed as an exhibit to Form 10-K for the fiscal year ended
December 31, 1990) and the Lease Agreement dated January 5, 1987
between The 110 Wall Company and Fahnestock & Co. Inc. and the
Lease Agreement dated November 18, 1980 between The 110 Wall
Company and Fahnestock & Co. Inc. (previously filed as exhibits to
Form 20-F for the fiscal year ended December 31, 1988).
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 (filed herewith) *
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. (filed herewith) *
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 (filed herewith) *
10(j)
Stock Appreciation Agreement between Fahnestock & Co. Inc. and
Albert G. Lowenthal dated February 15, 1995 (filed herewith) *
10(k)
Performance-Based Compensation Agreement between
Fahnestock Viner Holdings Inc. and Albert G. Lowenthal dated
March 25, 1997 (filed herewith) *
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) *
23 (a)
Consent of Coopers & Lybrand (filed herewith) *
27
Financial Data Schedule, as required by Item 601(c)(2)(1) of
Regulations S-K and S-B (filed herewith) *
E-1