FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 0-23410
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M. H. MEYERSON & CO., INC.
(Exact name of registrant as specified in its charter)
New Jersey 13-1924455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Newport Tower, 525 Washington Blvd., Jersey City, New Jersey 07310
(Address of principal executive offices) (Zip Code)
(201) 459-9500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 6,606,964 at November 29, 2002.
M. H. MEYERSON & CO., INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Statements of Financial Condition, October 31, 2002 and January 31, 2002..........................................3
Condensed Statements of Operations, Three and Nine months ended
October 31, 2002 and 2001.........................................................................................4
Statements of Cash Flows, Nine months ended
October 31, 2002 and 2001.........................................................................................5
Notes to Financial Statements.....................................................................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................................................8
Item 3. Quantitative and Qualitative Disclosures About Market Risk..............................................10
Item 4. Controls and Procedures.................................................................................10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................................................................11
Item 6. Exhibits and Reports on Form 8-K........................................................................13
SIGNATURES.......................................................................................................14
CERTIFICATIONS...................................................................................................15
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
M.H. MEYERSON & CO., INC.
Statements of Financial Condition
October 31, January 31,
2002 2002
(unaudited) (audited)
----------- ------------
CURRENT ASSETS
Cash and cash equivalents $ 110,732 $ 851,343
Due from clearing brokers - available for
immediate withdrawal 5,163,069 4,682,353
Securities - trading - long at market 1,245,433 4,208,644
Other current assets 2,655,965 5,753,055
----------- ------------
9,175,199 15,495,395
Investments 1,078,387 1,085,887
Fixed assets net of accumulated depreciation 567,301 726,737
----------- ------------
$10,820,887 $17,308,019
=========== ===========
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Securities - trading - short at market $ 465,412 $ 1,257,489
Sales commission payable 286,317 738,105
Other liabilities and accrued items 5,120,839 5,861,877
----------- ------------
5,872,568 7,857,471
SUBORDINATED LOAN 2,000,000 2,000,000
SHAREHOLDERS' EQUITY
Common stock 65,820 65,815
Additional paid-in capital 11,735,933 11,735,641
(Accumulated deficit) (8,853,434) (4,350,908)
----------- ------------
2,948,319 7,450,548
----------- ------------
$10,820,887 $17,308,019
=========== ===========
See notes to financial statements.
3
M. H. MEYERSON & CO., INC.
Condensed Statements of Operations
(unaudited)
Three months ended Nine months ended
October 31, October 31,
2002 2001 2002 2001
REVENUE
Trading profit $ 1,616,809 $ 2,932,018 $ 6,575,269 $ 11,692,545
Commission 197,048 280,645 563,164 784,821
Underwriting 0 8,000 0 67,657
Interest and other 135,987 (779,499) 336,472 (654,578)
-----------------------------------------------------------
1,949,844 2,441,164 7,474,905 11,890,445
-----------------------------------------------------------
EXPENSES
Clearing charges 383,683 794,554 1,660,443 5,830,755
Salesmens' draw & commissions 494,905 383,956 1,554,416 1,018,014
Other personnel costs 1,045,660 1,961,561 3,117,494 5,837,657
Rent and office expense 671,184 1,650,478 1,772,835 5,407,241
Legal and professional 276,517 132,409 643,427 557,640
Interest expense 14,500 15,439 52,644 62,816
Other expenses 1,016,946 921,535 2,752,668 3,261,289
-----------------------------------------------------------
3,903,395 5,859,932 11,553,927 21,975,412
-----------------------------------------------------------
Income(loss) before income taxes (1,953,551) (3,418,768) (4,079,022) (10,084,967)
Income taxes 0 0 423,504 (563,810)
-----------------------------------------------------------
Net income(loss) $(1,953,551) $ (3,418,768) $ (4,502,526) $ (9,521,157)
========================================================================================================
Earnings(loss) per common share:
Basic $ (0.30) $ (0.52) $ (0.68) $ (1.45)
========================================================================================================
Diluted $ (0.30) $ (0.52) $ (0.68) $ (1.45)
========================================================================================================
Weighted average basic shares 6,606,818 6,581,514 6,606,818 6,580,402
========================================================================================================
Diluted 6,606,818 6,581,514 6,606,818 6,580,402
========================================================================================================
See notes to financial statements.
4
M. H. MEYERSON & CO., INC.
Statements of Cash Flows
(unaudited)
Nine months ended October 31,
2002 2001
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss) $ (4,502,526) $ (9,521,157)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 159,076 167,099
Change in assets and liabilities (Increase) decrease in:
Receivable from clearing brokers (480,716) 323,034
Securities owned 2,963,211 7,488,304
Other current assets 3,097,090 3,766,132
Increase (decrease) in:
Securities sold but not yet purchased (792,077) (1,990,795)
Sales commission payable (451,788) (3,198,354)
Other liabilities and accrued items (741,038) (1,259,447)
------------- -------------
Net cash provided by (used in)
operating activities (748,768) (4,225,184)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Investments 7,500 1,182,093
Fixed assets 360 74,870
------------- -------------
Net cash provided by (used in) investing
activities 7,860 1,256,963
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Exercise of employee stock options 297 24,498
Change in equity in subsidiary 0 (2,387,314)
Increase(decrease) in minority interest 0 (1,923,462)
------------- -------------
Net cash provided by (used in) financing
activities 297 (4,286,278)
------------- -------------
NET INCREASE (DECREASE) IN CASH (740,611) (7,254,499)
CASH, BEGINNING OF PERIOD 851,343 10,451,946
------------- -------------
CASH, END OF PERIOD $ 110,732 $ 3,197,447
============= =============
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid $ 0 $ 0
============= =============
Interest paid $ 52,644 $ 62,816
============= =============
See notes to financial statements.
5
M. H. MEYERSON & CO., INC.
Notes to Financial Statements
(Unaudited)
Note 1. Presentation Of Financial Statements
The Statement of Financial Condition as of October 31, 2002, the Statements
of Operations for the Three months and Nine months ended October 31, 2002 and
2001, and the Statements of Cash Flows for the Nine months ended October 31,
2002 and 2001 have been prepared by the Company without audit. The Statement of
Financial Condition as of January 31, 2002 has been audited. In the opinion of
management, all adjustments and accruals (which include only normal recurring
items) necessary to present fairly the financial condition, results of
operations, and cash flows at October 31, 2002 and 2001 have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these financial statements
be read in conjunction with the financial statements and notes to financial
statements included in the Company's January 31, 2002 Annual Report to
Shareholders. The results of the periods ended October 31, 2002 and 2001 are not
necessarily indicative of the operating results for the full year.
During the quarter ended July 31, 2001, the Company disposed of its
interest in eMeyerson.com Inc. ("EMEY") through a merger with a sister company
of an unaffiliated broker dealer, ViewTrade Securities, Inc. Originally, the
Company owned an approximately 54% interest in EMEY and financial statements
through the quarter ended April 30, 2001 had been reported on a consolidated
basis. The Company's interest in ViewTrade Holding Corporation, the parent
company of ViewTrade, after the merger is approximately 15.5%.
The current financial statements are presented on this basis.
Note 2. Earnings Per Common Share
Earnings per common share is calculated using the weighted average number
of common shares outstanding during the period. Shares issuable upon the
exercise of stock options and warrants that are dilutive have been included in
the computation of earnings per share based on the modified treasury stock
method.
Note 3. Commitments And Contingent Liabilities
In the normal course of business the Company enters into underwriting
commitments. There were no transactions open at October 31, 2002 relating to
such underwriting commitments. On January 8, 2002, a National Association of
Securities Dealers' arbitration panel awarded $5,000,000 in compensatory damages
against the Company and Bear Stearns Securities Corp. The award was joint and
several against both firms. Bear Stearns Securities Corp. may assert a cross
claim against the Company for its share of such damages. The Company has filed a
complaint in the
6
Superior Court of New Jersey to vacate the decision in its entirety alleging
violation of several legal issues. While both the management of the Company and
its legal counsel reasonably anticipate a favorable outcome from the complaint,
due to the fact that the $5,000,000 award has very limited grounds for being
successfully overturned on appeal, the Company has recorded the $5,000,000
adverse award as a liability in the financial statements. The Company has a
Securities Broker/Dealer's Professional Liability Insurance policy with coverage
of $1,000,000 for each loss. The insurance company has acknowledged that the
adverse arbitration award is covered under the policy. The Company has recorded
a $1,000,000 insurance receivable in the financial statements.
The Company, incidental to its securities business, is a defendant in
several pending lawsuits and arbitration cases. Management of the Company, after
consultation with outside legal counsel, believes that the resolution of these
various lawsuits and arbitrations will not result in any material adverse effect
on the Company's financial position.
Note 4. Net Capital Requirements
As a registered broker-dealer, the Company is subject to the requirements
of Rule 15c3-1 (the net capital rule) under the Securities Exchange Act of 1934,
as amended. The object of the rule is to require the broker-dealer to have at
all times sufficient liquid assets to cover its current indebtedness.
Specifically, the rule prohibits a broker-dealer from permitting its "aggregate
indebtedness" from exceeding fifteen times its net capital as those terms are
defined. On October 31, 2002, the Company's aggregate indebtedness and net
capital were $5,407,156 and $1,307,946, respectively, a ratio of 4.13 to 1.00.
Note 5. Income Taxes
The Company has a net operating loss carryforward in the amount of
approximately $8,000,000 for Federal purposes and $15,000,000 for State purposes
available to offset future income. The Company has provided a full valuation
allowance for the tax asset because it is impossible to determine whether the
Company will be able to use this asset in the future.
Note 6. Subsequent Event
As of December 1, 2002, Joelle Meyerson, the wife of Martin H. Meyerson,
Chairman and Chief Executive Officer of the Company, has deposited $500,000 as a
subordinated loan to the Company. At the discretion of Mrs. Meyerson, this loan
may be converted at any time into shares of common stock of the Company at $1.00
per share. This loan is pending approval by the NASD.
7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
GENERAL
The following discussion of the Company's financial condition and results of
operations should be read in conjunction with the Financial Statements and Notes
thereto appearing elsewhere in this Quarterly Report on Form 10-Q.
Certain statements set forth in the Company's Quarterly Report on Form 10-Q for
the quarter ended October 31, 2002 are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that forward-looking statements involve risks and uncertainties,
including general economic conditions, delays and risks associated with the
performance of contracts, the process of regulatory approval and supervision,
potential acquisitions, consumer and industry acceptance, litigation and the
volatility of domestic securities markets.
Results of Operations
The following table sets forth for the periods indicated the percentage of
total revenue represented by certain line items in the Company's Statements of
Operations:
Percent of Total Revenues
-----------------------------
Nine Months Ended October 31,
-----------------------------
2002 2001
-------- -------
Net gain on securities transactions .............. 88.0 98.3
Commissions ...................................... 7.5 6.6
Underwriting ..................................... 0 0.6
Interest and other ............................... 4.5 (5.5)
-------- -------
100.0 100.0
-------- -------
Clearing charges ................................. 22.2 49.0
Compensation and benefits ........................ 62.5 57.7
Rent and office .................................. 23.7 45.5
Professional fees ................................ 8.6 4.7
Interest and other operating expenses ............ 37.5 27.9
-------- -------
Total expenses............................. 154.5 184.8
-------- -------
Income(loss) before income taxes (54.5) (84.8)
Income taxes............................... 5.7 (4.7)
-------- -------
Net income(loss)........................... (60.2) (80.1)
======== =======
8
Calculation of Earnings Per Share
The calculation of earnings per share on the financial statements included in
this Report are based on the weighted average number of shares outstanding, as
calculated.
Quarter Ended October 31, 2002 compared with Quarter Ended October 31, 2001
Total revenues for the quarter ended October 31, 2002 were $1,949,844, a 20.1%
decrease from the $2,441,164 reported for the quarter ended October 31, 2001.
This decrease is attributable mainly to a decrease in trading volume and a
general decline in transactional activity in all securities markets.
Profitability on a per trade basis has been negatively impacted by a reduction
in spreads between bids and offers, previously represented in fractions and now
represented in decimals.
Clearing charges decreased from $794,554 to $383,683, a decline of 51.7%
reflecting the reduction in transactional volume and the effort by management to
increase operating efficiencies.
Compensation and benefits decreased from $2,345,517 to $1,540,565, representing
a decrease of 34.3%. This was the result of the decreased trading volume during
the third quarter of fiscal 2002 and the effects of our cost cutting efforts to
date.
Interest expense is due to a subordinated loan, which was effective on August 1,
1997, and renewed effective August 1, 2001.
The operating (pre-tax) loss for the quarter ended October 31, 2002 was
$1,953,551 compared with the operating loss for the quarter ended October 31,
2001 of $3,418,768, a reduction in the loss of 42.9%. This reduction reflects
the efforts of management to reduce fixed costs and expenses while maintaining
market presence in the dramatically reduced market place.
Viability of Operating Results
The Company, like many securities firms, is directly affected by general
economic and market conditions. U.S. securities markets have been effected by
regulations such as decimalization where spreads have been significantly
reduced. In general, the recessionary economic conditions have had a dampening
effect on all securities markets resulting in a decline in revenue in all areas
of business. These factors have had an impact on the Company's net gain from
securities transactions, underwriting, and commission revenues. In periods of
reduced market activity, profitability is adversely affected because certain
expenses, consisting primarily of non-commission compensation and benefits,
communications and occupancy and equipment remain relatively fixed.
Liquidity and Capital Resources
The Company's Statement of Financial Condition reflects a liquid financial
position as cash and assets readily convertible to cash represent 60% and 56% of
total assets at October 31, 2002 and January 31, 2002, respectively.
9
The Company finances its operations primarily with existing capital and funds
generated from operations. The Company believes that existing capital and cash
flow from operations should be sufficient to meet its cash requirements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Our market making activities expose us to significant risks, including, but not
limited to, changes in price and/or liquidity of our trading positions. We use
an automated trading system to provide management with a real-time overview of
our traders' activity, positions, and profitability. Each trader's total
positions are limited by management, which helps to limit the Company's risks.
The automated trading system also alerts management to any trades which exceed
certain parameters as to position or trade size during the day.
In the course of our business, we maintain inventory, consisting mainly of
NASDAQ and OTC securities and municipal bonds. The market value of our inventory
at October 31, 2002 was $1,245,000 in long positions and $465,000 in short
positions. The loss to the Company, assuming a 10% decline in prices, would be
$124,500 due to the losses on the long positions being partially offset by gains
on the short positions.
We invest, from time to time, in certificates of deposit and/or maintain
interest bearing balances in our accounts with our clearing brokers for working
capital purposes, which are classified as cash equivalents and receivables from
clearing brokers, respectively, in the Statement of Financial Condition. These
balances are all available for immediate withdrawal, or are for periods of 60
days or less, and do not present a material market risk. The Company does not
normally trade or carry positions in derivative securities.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure the reliability of
financial statements and other disclosures included in this report. Within the
90 days prior to the filing of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information required to be included in the
Company's periodic Securities and Exchange Commission filings.
(b) Changes in Internal Controls
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date the Company carried out its evaluation.
10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
1. Harry Binder, on behalf of himself and all others similarly situated,
Plaintiff, v. Rainbow Medical Inc., Rainbow Pediatrics Inc., M.H. Meyerson
& Co., Inc., Hugo D. Goldstraj, M.D., Marcela C. Goldstraj, M.D., Roberto
P. Novo, M.D., Sandra R. Giblin, Martin Leventhal, Gina Bertinelli,
Defendants, Circuit Court of the Eleventh Judicial Circuit, Miami Dade,
Florida, Case No. 00-24851 CA:
On September 19, 2000, plaintiff commenced a class action lawsuit alleging
that the class, consisting of all investors who purchased investment units
in Rainbow Medical, Inc. ("Rainbow") in a private placement offering in
June 1997, purchased units which became worthless when, after the offering
closed, certain officers and inside directors of Rainbow, specifically
defendants Hugo D. Goldstraj, M.D., Marcela C. Goldstraj, M.D. and Roberto
P. Novo, M.D., looted Rainbow and stole the proceeds of the offering,
approximately $2.3 million. The Company was the placement and selling agent
in connection with the private placement. Martin Leventhal, C.P.A., a
director of the Company, became an outside director of Rainbow after the
offering closed.
Plaintiff in its Amended Complaint claims against the Company and Leventhal
for breach of fiduciary duty, negligent misrepresentation and negligence.
Plaintiff alleged that the Company failed to make certain disclosures in
the offering memorandum concerning legal proceedings involving Rainbow's
officers, that the Company failed to ensure that Rainbow engaged in certain
corporate actions and that Rainbow failed to use the offering proceeds in
the manner stated in the offering memorandum. Plaintiff sought
approximately $2.6 million in damages on behalf of the "class" of
investors.
On July 19, 2001, plaintiff Harry Binder, as the putative class
representative, filed a motion to have the lawsuit certified as a class
action. On December 11, 2001, the Trial Court issued an Order denying the
motion. Accordingly, the only claims that now remain in the case are
plaintiff's individual claims, which seek damages of $37,500, together with
interest and attorneys' fees.
Plaintiff appealed the Court's Order denying class certification. On
November 27, 2002, the Third District Court of Appeal, Florida issued a
decision affirming the Trial Court's denial of class certification.
The Company intends to vigorously defend against any litigation by
plaintiff of his individual claims.
2. Fred D. Hightower, Lawrence J. Kelly, David Kramer, Neal Lisann, Ronald
Nilsen, Carolyn Nilsen, Richard Pizitz, Alfred Schwimer, and John Rivi, on
behalf of themselves and all others similarly situated, Plaintiffs, v. M.H.
Meyerson & Co., Inc., Ronald Heller, David Nagelberg, Martin Leventhal and
John Does 1-50, Defendants, Superior Court of New Jersey, Hudson County,
Law Division, Docket No. L-3876-02:
11
On June 6, 2002, the plaintiffs commenced a class action lawsuit in
New Jersey alleging virtually the same claims that are alleged in the
Binder lawsuit in Florida which is discussed above. In addition to the
Company and Leventhal, the plaintiffs in this New Jersey lawsuit have also
named as defendants Ronald Heller and David Nagelberg, who were involved
with the June 1997 Private Placement on behalf of the Company.
The defendants moved to stay or dismiss the case because of the pendancy of
the identical Binder case in Florida. Plaintiffs have moved for class
certification and defendants have opposed that motion. A hearing is
scheduled on these motions on December 23, 2002. In the event the
New Jersey Court proceeds with the case, which the Court will consider in
light of the appeal decision on the Florida Binder case, defendants intend
to move to dismiss the complaint. Defendants believe that the allegations
of wrongdoing are meritless.
3. Harry Binder, on behalf of himself and all others similarly situated,
Plaintiff v. M.H. Meyerson & Co., Inc., Martin Meyerson, Kenneth Koock,
Estate of Eugene Whitehouse, Jeffrey Meyerson, Bertram Siegel, Martin
Leventhal and Alfred Duncan, Defendants, United States District Court,
District of New Jersey, 02 Civ. 2724:
On June 6, 2002, the plaintiff (who is also the plaintiff in the Florida
lawsuit discussed above) filed a Class Action Complaint against the Company
and the other defendants, directors of the Company. Plaintiffs allege fraud
claims under the federal securities laws relating to the Company's
disclosures, and alleged failures of disclosures, of certain information
relating to prior litigations involving the Company, and other matters.
Subsequently, a virtually identical class action lawsuit was filed by other
plaintiffs against the same defendants in the same court, Choung v. M.H.
Meyerson & Co., Inc., et al., United States District Court of New Jersey,
02 Civ. 3622. The District Court has consolidated the two cases and the
plaintiffs have served an Amended Complaint which repeats the allegations
of the initial pleading.
The defendants believe that the allegations are meritless and fail to state
legally valid claims. The Company intends shortly to move to dismiss the
amended complaint, and to contest the allegations of wrongdoing vigorously.
12
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit Number Description of Exhibit
-------------- ----------------------
11 Calculation of Earnings per Share of the Company
99.1 Certification by Chief Executive Officer
99.2 Certification by Chief Financial Officer
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the quarter
ended October 31, 2002.
13
SIGNATURES
Pursuant to the requirements 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.
M.H. MEYERSON & CO., INC.
(Registrant)
Date: December 16, 2002 By: /s/ Martin H. Meyerson
---------------------------
Martin H. Meyerson
Chairman and Chief Executive Officer
Date: December 16, 2002 By: /s/ Mark D. Goldsmith
--------------------------------
Mark D. Goldsmith
Treasurer and Chief Financial Officer
14
CERTIFICATIONS
I, Martin H. Meyerson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of M.H. MEYERSON & CO.,
INC.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5.The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: December 16, 2002
/s/ Martin H. Meyerson
----------------------
Martin H. Meyerson
Chief Executive Officer
15
CERTIFICATIONS
I, Mark D. Goldsmith, certify that:
1. I have reviewed this quarterly report on Form 10-Q of M.H. MEYERSON & CO.,
INC.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: December 16, 2002
/s/ Mark D. Goldsmith
---------------------
Mark D. Goldsmith
Chief Financial Officer
16