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MGHL > SEC Filings for MGHL > Form 10-K on 27-Feb-2014All Recent SEC Filings

Show all filings for MORGAN GROUP HOLDING CO

Form 10-K for MORGAN GROUP HOLDING CO


27-Feb-2014

Annual Report


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.

Forward-Looking Statements and Uncertainty of Financial Projections

Forward-looking statements are not based on historical information but relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us.

Overview

As of December 31, 2013, the Company's only assets consisted of $284,838 in cash, cash equivalents, and marketable securities and net operating loss carry forwards of approximately $300,000 which will expire from 2022 to 2033.

The Company currently has no operating businesses and will seek acquisitions as part of its strategic alternatives. Its only costs are the expenses required to make the regulatory filings needed to maintain its public status and to find and evaluate potential acquisitions. These costs are estimated at $25,000 to $75,000 per year.

We are evaluating all options available to the Company at this time.


Results of Operations

For the year ended December 31, 2013, the Company incurred administrative expenses of $62,689 versus $35,641 in 2012. Administrative expense in 2013 included: professional fees and other costs of maintaining our public company status of $34,246, expenses associated with acquisition activity of $14,887, and Directors and Officers insurance of $12,715, and miscellaneous expenses of $841. During 2012, the Company received reimbursement from its transfer agent, American Stock Transfer & Trust Company, LLC, of $15,186 for previously incurred legal fees (see Note 7 to the Condensed Financial Statements).

In December 2012, the Company issued to its Chief Executive Officer and Chief Financial Officer options and warrants in the Company's common shares. Under the FASB Accounting Standard Codification (ASC) 718, Stock Compensation, during 2012 the Company expensed, as a non-cash charge, $109,440 representing the difference between the fair value of the options and warrants issued, determined under a Black Scholes methodology, and the amount paid for the options and warrants by the officers.

During 2010, the company began to invest from time to time in marketable securities that are subject to a publicly disclosed acquisition offer but are trading below the proposed acquisition price and selected mutual funds. During the year ended December 31, 2013 the Company recorded $4,238 of net realized and unrealized losses from this activity as compared to $1,355 in gains in 2012. In addition, the company also received $5,095 in cash distributions from these transactions in 2013 as compared to $690 in 2012. The relative amount of gains, or losses, and dividends in any period is very dependent on the number and timing of the available transactions over that period. Interest income from the Company investment in a United States Treasury money market fund was $23 during the year ended December 31, 2013 as compared to $55 during 2012 as a result of the lowers return on United States Treasury securities balances in 2013.

Liquidity and Capital Resources

At December 31, 2013, we had $284,838 in cash, cash equivalents, and marketable securities as compared to $355,518 in cash and cash equivalents at December 31, 2012.

The Company has implemented a growth strategy to acquire US-based businesses of an appropriate type and size. The execution of such a strategy will require the Company to obtain significantly more financial resources than it currently possesses. Those resources could take the form of debt and equity offerings, or potentially a hybrid instrument. There is no assurance that the Company can obtain such financial resources to successfully implement this strategy.

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