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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from ________ to _________
Commission
file number
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| (Exact Name of Registrant as Specified in its Charter) |
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(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
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| (Address of Principal Executive Offices) (Zip Code) | ||
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(Registrant’s Telephone Number, Including Area Code)
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| (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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The
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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 (“Exchange Act”) 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
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Smaller reporting company
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Emerging growth company
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
Indicate
the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August
12, 2025, there were 41,426,936 issued and
SIEBERT FINANCIAL CORP.
INDEX
i
Forward-Looking Statements
For purposes of this Quarterly Report on Form 10-Q (“Report”), the terms “Siebert,” “Company,” “we,” “us” and “our” refer to Siebert Financial Corp., and its wholly-owned and majority-owned subsidiaries collectively, unless the context otherwise requires.
The statements contained throughout this Report, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may appear throughout this Report, including in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.
These forward-looking statements, which reflect our beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including the following: economic, social and political conditions, global economic downturns, including those resulting from extraordinary events; changes and volatility in tariffs and trade policies; securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, (“2024 Form 10-K”), and our other filings with the Securities and Exchange Commission (“SEC”).
We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this Report. You should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.
ii
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SIEBERT FINANCIAL CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
|
June 30, 2025 (unaudited) |
December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ |
|
$ |
|
||||
|
Cash and securities segregated for regulatory purposes; (Cash of $
securities with a fair value of $ million, securities with a fair value of $ |
|
|
||||||
| Receivables from customers |
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|
||||||
| Receivables from broker-dealers and clearing organizations |
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||||||
| Receivables from non-customers |
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||||||
| Other receivables |
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| Prepaid expenses and other assets |
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| Securities borrowed |
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||||||
| Securities owned, at fair value |
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||||||
| Total Current assets |
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||||||
| Deposits with broker-dealers and clearing organizations |
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|
||||||
| Property, office facilities, and equipment, net |
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||||||
| Software, net |
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||||||
| Other intangible assets, net |
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| Lease right-of-use assets |
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| Investments, cost |
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| Deferred tax assets |
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||||||
| Goodwill |
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| Total Assets | $ |
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$ |
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||||
| LIABILITIES AND EQUITY | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Payables to customers | $ |
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$ |
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||||
| Payables to non-customers |
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||||||
| Drafts payable |
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| Payables to broker-dealers and clearing organizations |
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| Accounts payable and accrued liabilities |
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| Taxes payable |
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| Securities loaned |
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| Securities sold, not yet purchased, at fair value |
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| Deferred contract incentive |
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| Current portion of contract termination liability |
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| Current portion of lease liabilities |
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| Current portion of long-term debt |
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||||||
| Total Current liabilities |
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| Lease liabilities, less current portion |
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| Long-term debt, less current portion |
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| Contract termination liability, less current portion |
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|||||||
| Other deferred revenue |
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|||||||
| Total Liabilities |
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|
||||||
| Equity | ||||||||
| Stockholders’ equity | ||||||||
|
Common stock, $
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|
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||||||
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Treasury stock, at cost;
|
(
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) |
(
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) | ||||
| Additional paid-in capital |
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||||||
| Retained earnings |
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||||||
| Total Stockholders’ equity |
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| Noncontrolling interests |
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||||||
| Total Equity |
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||||||
| Total Liabilities and Equity | $ |
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$ |
|
||||
Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements.
- 1 -
SIEBERT FINANCIAL CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Commissions and fees | $ |
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$ |
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$ |
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$ |
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||||||||
| Interest, marketing and distribution fees |
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| Principal transactions and proprietary trading |
(
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| Market making |
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| Stock borrow / stock loan |
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| Advisory fees |
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| Other income |
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| Total Revenue |
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||||||||||||
| Expenses | ||||||||||||||||
| Employee compensation and benefits |
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| Clearing fees, including execution costs |
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| Technology and communications |
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| Other general and administrative |
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| Data processing |
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| Rent and occupancy |
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| Professional fees |
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| Depreciation and amortization |
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| Interest expense |
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| Advertising and promotion |
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| Total Expenses |
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| Operating income (loss) |
(
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) |
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| Income (loss) before provision for income taxes |
(
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) |
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| Provision for (benefit from) income taxes |
(
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) |
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|||||||||||
| Net income (loss) |
(
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) |
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|
|||||||||||
| Less net income (loss) attributable to noncontrolling interests | — |
|
(
|
) |
|
|||||||||||
| Net income (loss) available to common stockholders | $ |
(
|
) | $ |
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$ |
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|
||||||||
| Net income (loss) available to common stockholders per share of common stock | ||||||||||||||||
| Basic and diluted | $ |
(
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) | $ |
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$ |
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$ |
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|||||||
| Weighted average shares outstanding | ||||||||||||||||
| Basic and diluted |
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||||||||||||
Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements.
- 2 -
SIEBERT FINANCIAL CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited)
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||
| Number of Shares Issued | $.01 Par Value | Number of Shares | Amount |
Additional
Paid-In Capital |
Retained
Earnings |
Total
Stockholders’ Equity |
Noncontrolling
Interest |
Total
Equity |
||||||||||||||||||||||||||||
| Balance – January 1, 2024 |
|
$ |
|
|
$ |
(
|
) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Transaction with J2 Financial |
|
|
— |
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|
|
||||||||||||||||||||||||||||||
| Share-based compensation |
|
|
— |
|
|
|
||||||||||||||||||||||||||||||
| Net income (loss) | — | — |
|
|
(
|
) |
|
|||||||||||||||||||||||||||||
| Balance – March 31, 2024 |
|
$ |
|
|
$ |
(
|
) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Share-based compensation |
|
|
— |
|
|
|
||||||||||||||||||||||||||||||
| Net income | — | — |
|
|
|
|
||||||||||||||||||||||||||||||
| Balance – June 30, 2024 |
|
$ |
|
|
$ |
(
|
) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||
|
Number of
Shares Issued |
$.01 Par Value |
Number of Shares | Amount |
Additional
Paid-In Capital |
Retained
Earnings |
Total
Stockholders’ Equity |
Noncontrolling
Interest |
Total
Equity |
||||||||||||||||||||||||||||
| Balance – January 1, 2025 |
|
$ |
|
|
$ |
(
|
) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Share-based compensation |
|
|
— |
|
|
|
||||||||||||||||||||||||||||||
| RISE Cash Distribution | — | — |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||||
| Net income (loss) | — | — |
|
|
(
|
) |
|
|||||||||||||||||||||||||||||
| Balance – March 31, 2025 |
|
$ |
|
|
$ |
(
|
) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Share-based compensation |
|
|
— |
|
|
|
||||||||||||||||||||||||||||||
| Net income (loss) | — | — |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||
| Balance – June 30, 2025 |
|
|
|
$ |
(
|
) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||
Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements.
- 3 -
SIEBERT FINANCIAL CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
Six Months Ended
June 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net income | $ |
|
$ |
|
||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Deferred income tax expense |
|
|
||||||
| Depreciation and amortization |
|
|
||||||
| Share-based compensation (1) |
|
|
||||||
| Interest related to contract termination liability payment |
|
|
||||||
| Changes in | ||||||||
| Securities segregated for regulatory purposes |
|
|
||||||
| Receivables from customers |
|
(
|
) | |||||
| Receivables from non-customers |
(
|
) |
(
|
) | ||||
| Receivables from and deposits with broker-dealers and clearing organizations |
(
|
) |
(
|
) | ||||
| Securities borrowed |
(
|
) |
|
|||||
| Securities owned, at fair value |
|
|
||||||
| Prepaid expenses and other assets |
(
|
) |
(
|
) | ||||
| Payables to customers |
(
|
) |
(
|
) | ||||
| Payables to non-customers |
(
|
) |
(
|
) | ||||
| Drafts payable |
(
|
) |
(
|
) | ||||
| Payables to broker-dealers and clearing organizations |
|
|
||||||
| Accounts payable and accrued liabilities |
(
|
) |
|
|||||
| Securities loaned |
|
(
|
) | |||||
| Securities sold, not yet purchased, at fair value |
(
|
) | ||||||
| Net lease liabilities |
(
|
) |
(
|
) | ||||
| Taxes payable |
(
|
) |
(
|
) | ||||
| NFS business development credits |
(
|
) |
(
|
) | ||||
| Other deferred revenue |
|
|||||||
| Contract termination liability payment |
(
|
) |
(
|
) | ||||
| Net cash used in operating activities |
(
|
) |
(
|
) | ||||
| Cash Flows From Investing Activities | ||||||||
| Purchase of office facilities and equipment |
(
|
) |
(
|
) | ||||
| Purchase of software |
(
|
) |
(
|
) | ||||
| Additions to property, office facilities, and equipment |
(
|
) |
(
|
) | ||||
| Acquisition of BMLG assets |
(
|
) | ||||||
| Investment in FusionIQ |
(
|
) | ||||||
| Transaction with J2 Financial |
(
|
) | ||||||
| Net cash used in investing activities |
(
|
) |
(
|
) | ||||
| Cash Flows From Financing Activities | ||||||||
| RISE cash distribution |
(
|
) | ||||||
| Repayments of long-term debt |
(
|
) |
(
|
) | ||||
| Net cash used in financing activities |
(
|
) |
(
|
) | ||||
| Net change in cash and cash equivalents, and cash segregated for regulatory purposes |
(
|
) |
(
|
) | ||||
| Cash and cash equivalents, and cash segregated for regulatory purposes - beginning of period |
|
|
||||||
| Cash and cash equivalents, and cash segregated for regulatory purposes - end of period | $ |
|
$ |
|
||||
| Reconciliation of cash, cash equivalents, and cash segregated for regulatory purposes | ||||||||
| Cash and cash equivalents - end of period |
|
|
||||||
| Cash segregated for regulatory purposes - end of period |
|
|
||||||
| Cash and cash equivalents, and cash segregated for regulatory purposes - end of period | $ |
|
$ |
|
||||
| Supplemental cash flow information | ||||||||
| Cash paid during the period for income taxes | $ |
|
$ |
|
||||
| Cash paid during the period for interest | $ |
|
$ |
|
||||
| Non-cash investing and financing activities | ||||||||
| Transaction with J2 Financial (2) | $ | $ |
|
|||||
| Share-based compensation | $ | $ |
|
|||||
Numbers are rounded for presentation purposes. See notes to condensed consolidated financial statements.
| (1) |
|
| (2) |
|
- 4 -
SIEBERT FINANCIAL CORP. & SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization and Basis of Presentation
Organization
Siebert Financial Corp., a New York corporation, incorporated in 1934, is a holding company that conducts the following lines of business through its wholly-owned and majority-owned subsidiaries:
| ● | Muriel Siebert & Co., LLC (“MSCO”) provides retail brokerage and investment banking services. MSCO is a Delaware corporation and broker-dealer registered with the SEC under the Exchange Act and the Commodity Exchange Act of 1936, and member of the Financial Industry Regulatory Authority (“FINRA”), the New York Stock Exchange (“NYSE”), the Securities Investor Protection Corporation (“SIPC”), and the National Futures Association (“NFA”). | |
| ● | Siebert AdvisorNXT, LLC (“SNXT”) provides investment advisory services. SNXT is a New York corporation registered with the SEC as a Registered Investment Advisor (“RIA”) under the Investment Advisers Act of 1940. | |
| ● | Park Wilshire Companies, Inc. (“PW”) provides insurance services. PW is a Texas corporation and licensed insurance agency. | |
| ● | Siebert Technologies, LLC (“STCH”) provides technology development. STCH is a Nevada limited liability company. |
| ● | RISE Financial Services, LLC (“RISE”) is a Delaware corporation and broker-dealer registered with the SEC under the Exchange Act and the Commodity Exchange Act of 1936, and member of the FINRA, SIPC, and the NFA. | |
| ● | StockCross Digital Solutions, Ltd. (“STXD”) is an inactive subsidiary headquartered in Bermuda. | |
| ● | Gebbia Media, LLC (“GM”) is a Florida limited liability company and provides management and promotion of sports and music talent and as well as in-house production and marketing for the Company. |
For purposes of this Report on Form 10-Q, the terms “Siebert,” “Company,” “we,” “us,” and “our” refer to Siebert Financial Corp., MSCO, SNXT, PW, STCH, RISE, STXD, and GM collectively, unless the context otherwise requires.
Effective May 2025, GM changed its name from Gebbia Entertainment to Gebbia Media.
The
Company is headquartered in Miami Beach, FL with primary operations in Florida, New York, and California. The Company has 12 branch offices
throughout the U.S. and clients around the world. The Company’s SEC filings are available through the Company’s website at
www.siebert.com, where investors can obtain copies of the Company’s public filings free of charge. The Company’s common stock,
par value $
The Company engages in a single line of business as a securities broker-dealer, providing comprehensive brokerage services including custody and clearing of retail accounts, investment banking, insurance and advisory services, principal transaction and proprietary trading, market making, and securities lending. The Company currently has no other reportable segments. All of the Company's revenues for the three and six months ended June 30, 2025 and 2024 were derived from its operations in the U.S.
The Company has evaluated the impact of its recent acquisition of GM on its consolidated financial statements and has determined that the acquisition is immaterial. As of June 30, 2025, the Company operates as a single reportable segment based on the factors related to management’s decision-making framework as well as management evaluating performance and allocating resources based on assessments of the Company from a consolidated perspective. Management will continue to monitor the financial significance of the GM acquisition and may report additional segments in accordance with the Financial Accounting Standards Board (“FASB”) ASC Topic 280 – “Improvements to Reportable Segment Disclosures” (“Topic 280”).
- 5 -
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements (“financial statements”) of the Company have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete annual financial statements. The U.S. dollar is the functional currency of the Company and numbers are rounded for presentation purposes.
In the opinion of management, the financial statements contain all adjustments (consisting of normal recurring entries) necessary to fairly present such interim results. Interim results are not necessarily indicative of the results of operations which may be expected for a full year or any subsequent period. These financial statements should be read in conjunction with the financial statements and notes thereto in the Company’s 2024 Form 10-K.
Reclassification
Certain amounts for the three and six months ended June 30, 2024 and certain cash flows within the Investing Activities section have been reclassified to conform to the presentation of the current period. The reclassification has not materially impacted the Company’s financial statements, and did not result in a change in total revenue, net income or cash flows from operations or investing activities for the periods presented.
Principles of Consolidation
The
financial statements include the accounts of Siebert and its wholly-owned and majority-owned consolidated subsidiaries. Upon consolidation,
all intercompany balances and transactions are eliminated. The Company’s ownership in RISE was
For consolidated subsidiaries that are not wholly-owned, the third-party holdings of equity interests are referred to as noncontrolling interests. The net income or loss attributable to noncontrolling interests for such subsidiaries is presented as net income or loss attributable to noncontrolling interests in the statements of operations. The portion of total equity that is attributable to noncontrolling interests for such subsidiaries is presented as noncontrolling interests in the statements of financial condition.
Significant Accounting Policies
The Company’s significant accounting policies are included in Note 2 – Summary of Significant Accounting Policies in the Company’s 2024 Form 10-K. During the three and six months ended June 30, 2025, there were no significant changes made to the Company’s significant accounting policies. Except as set forth below, those policies were unchanged during the three and six months ended June 30, 2025.
Asset Acquisitions
An asset acquisition is an acquisition of an asset, or a group of assets, that does not meet the definition of a business. Asset acquisitions are accounted for by using the cost accumulation model whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. Refer to Note 3 – Asset Acquisition for further detail.
Investment in Equity Security
In the first quarter of 2025, the Company participated in a private placement and acquired restricted shares of a privately held U.S. company (the “Investment in Equity Security”). These shares were subject to restrictions on transferability and did not have a readily determinable fair value at the time of acquisition. On March 31, 2025, the issuer completed its initial public offering “(IPO”), and the Company’s restricted shares converted into restricted publicly traded shares as part of the IPO process. These shares remained subject to resale restrictions and could not be sold unless a registration statement was filed with SEC or an applicable exemption from registration became available. Additional details are provided in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025.
There was significant volatility
in the price of the shares, and in the three months ended March 31, 2025, the Company recorded an unrealized gain of approximately $
After the U.S. company’s IPO, the investment is now classified as a Level 1 asset in the fair value hierarchy since the investment is publicly traded with quoted prices in an active market, and is in the line item “Securities owned, at fair value” on the statements of financial condition. Refer to Note 5 – Fair Value Measurements and Item 2. – Management’s Discussions and Analysis of Financial Condition and Results of Operations for further details.
The Company will continue to measure its other investment at fair value in accordance with ASC 321 “Investments – Equity Securities.”
- 6 -
2. New Accounting Standards
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”). The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for the Company for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company is still evaluating the presentational effect that ASU 2023-09 will have on its consolidated financial statements, but the Company expects considerable changes to its income tax footnote.
In November 2024, the FASB issued ASU “2024-03”, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”). The ASU is intended to enhance the transparency and decision usefulness of income statement expense disclosures by requiring greater disaggregation of certain expense categories. ASU 2024-03 will be effective for us for annual periods beginning after December 15, 2025, though early adoption is permitted. The Company is still evaluating the impact that ASU 2024-03 will have on its consolidated financial statements, but the Company expects the amendments will require significant changes to its expense disclosures.
Accounting Standards Adopted in Fiscal 2025
The Company did not adopt any new accounting standards during the three and six months ended June 30, 2025. In addition, the Company has evaluated other recently issued accounting standards and does not believe that any of these standards will have a material impact on the Company’s financial statements and related disclosures as of June 30, 2025.
3. Asset Acquisition
On April 30, 2025, the Company acquired certain assets from Big Machine
Label Group RLS LLC (“BMLG”) related to music masters, including associated copyrights and artwork. The Company
acquired these assets to expand its music business line and was accounted for as an asset purchase, in accordance with ASC 805, Business
Combinations, because substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable
asset which is the recorded masters. The total cost of the acquisition was $
The purchase price was allocated as follows:
| Consideration: | ||||
| Cash payment | $ |
|
||
| Direct transaction costs |
|
|||
| Total consideration | $ |
|
||
| Assets acquired: | ||||
| Recorded masters | $ |
|
||
| Total allocated costs | $ |
|
||
- 7 -
4. Receivables From, Payables To, and Deposits With Broker-Dealers and Clearing Organizations
Amounts receivable from, payables to, and deposits with broker-dealers and clearing organizations consisted of the following as of the periods indicated:
|
As of
June 30,
|
As of December 31, 2024 |
|||||||
| Receivables from and deposits with broker-dealers and clearing organizations | ||||||||
| DTCC / OCC / NSCC (1) | $ |
|
$ |
|
||||
| Goldman Sachs & Co. LLC ("GSCO") |
|
|
||||||
| National Financial Services, LLC (“NFS”) |
|
|
||||||
| Underwriting fees receivable |
|
|||||||
| Securities fail-to-deliver |
|
|
||||||
| Globalshares |
|
|
||||||
| Other receivables |
|
|||||||
| Total Receivables from and deposits with broker-dealers and clearing organizations | $ |
|
$ |
|
||||
| Payables to broker-dealers and clearing organizations | ||||||||
| Securities fail-to-receive | $ |
|
$ |
|
||||
| Payables to broker-dealers |
|
|
||||||
| Total Payables to broker-dealers and clearing organizations | $ |
|
$ |
|
||||
| (1) |
|
Under
the DTCC shareholders’ agreement, MSCO is required to participate in the DTCC common stock mandatory purchase. As of June 30, 2025
and December 31, 2024, MSCO had shares of DTCC common stock valued at approximately $
In September 2022, MSCO and RISE entered into a clearing agreement whereby RISE would introduce clients to MSCO. Refer to Note 21 – Related Party Disclosures for more detail.
5. Fair Value Measurements
Overview
ASC 820 defines fair value, establishes a framework for measuring fair value as well as a hierarchy of fair value inputs. Refer to the below as well as Note 2 – Summary of Significant Accounting Policies in the Company’s 2024 Form 10-K for further information regarding fair value hierarchy, valuation techniques and other items related to fair value measurements.
- 8 -
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The tables below present, by level within the fair value hierarchy, financial assets and liabilities, measured at fair value on a recurring basis for the periods indicated. As required by ASC Topic 820, financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the respective fair value measurement.
| As of June 30, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Cash and securities segregated for regulatory purposes | ||||||||||||||||
| U.S. government securities | $ |
|
$ | $ | $ |
|
||||||||||
| Securities owned, at fair value | ||||||||||||||||
| U.S. government securities | $ |
|
$ | $ | $ |
|
||||||||||
| Certificates of deposit |
|
|
||||||||||||||
| Municipal securities |
|
|
||||||||||||||
| Equity securities |
|
|
|
|||||||||||||
| Total Securities owned, at fair value | $ |
|
$ |
|
$ | $ |
|
|||||||||
| Liabilities | ||||||||||||||||
| Securities sold, not yet purchased, at fair value | ||||||||||||||||
| Options | $ |
|
$ | $ | $ |
|
||||||||||
| Total Securities sold, not yet purchased, at fair value | $ |
|
$ | $ | $ |
|
||||||||||
| As of December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Cash and securities segregated for regulatory purposes | ||||||||||||||||
| U.S. government securities | $ |
|
$ | $ | $ |
|
||||||||||
| Securities owned, at fair value | ||||||||||||||||
| U.S. government securities | $ |
|
$ | $ | $ |
|
||||||||||
| Certificates of deposit |
|
|
||||||||||||||
| Corporate bonds |
|
|
||||||||||||||
| Options |
|
|
||||||||||||||
| Equity securities |
|
|
|
|||||||||||||
| Total Securities owned, at fair value | $ |
|
$ |
|
$ | $ |
|
|||||||||
| Liabilities | ||||||||||||||||
| Securities sold, not yet purchased, at fair value | ||||||||||||||||
| Equity securities | $ |
|
$ | $ | $ |
|
||||||||||
| Options |
|
|
||||||||||||||
| Total Securities sold, not yet purchased, at fair value | $ |
|
$ | $ | $ |
|
||||||||||
- 9 -
The Company had U.S. government securities with the market values and maturity dates for the periods indicated below.
|
As of
June 30, 2025 |
||||
| Maturing in 2025 | $ |
|
||
| Maturing in 2026 |
|
|||
| Accrued interest |
|
|||
| Total Market value | $ |
|
||
|
As of
December 31, 2024 |
||||
| Maturing in 2025 | $ |
|
||
| Maturing in 2026 |
|
|||
| Accrued interest |
|
|||
| Total Market value | $ |
|
Financial Assets and Liabilities Not Carried at Fair Value
Financial
assets and liabilities not measured at fair value are recorded at carrying value, which approximates fair value either due to their short-term
nature, or in the case of long-term assets or liabilities, management has determined the difference in the carrying value and fair value
is immaterial.
| As of June 30, 2025 | ||||||||||||||||||||
| Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial assets, not measured at fair value | ||||||||||||||||||||
| Cash and cash equivalents | $ |
|
$ |
|
$ |
|
$ | $ | ||||||||||||
| Cash – segregated for regulatory purposes |
|
|
|
|||||||||||||||||
| Securities borrowed |
|
|
|
|||||||||||||||||
| Receivables from customers |
|
|
|
|||||||||||||||||
| Receivables from non-customers |
|
|
|
|||||||||||||||||
|
Receivables from broker-dealers and clearing
organizations |
|
|
|
|||||||||||||||||
| Other receivables |
|
|
|
|||||||||||||||||
|
Deposits with broker-dealers and clearing
organizations |
|
|
|
|||||||||||||||||
| Total financial assets, not measured at fair value | $ |
|
$ |
|
$ |
|
$ |
|
$ | |||||||||||
| Financial liabilities, not measured at fair value | ||||||||||||||||||||
| Securities loaned | $ |
|
$ |
|
$ | $ |
|
$ | ||||||||||||
| Payables to customers |
|
|
|
|||||||||||||||||
| Payables to non-customers |
|
|
|
|||||||||||||||||
| Drafts payable |
|
|
|
|||||||||||||||||
|
Payables to broker-dealers and clearing
organizations |
|
|
|
|||||||||||||||||
| Deferred contract incentive |
|
|
|
|||||||||||||||||
| Other deferred revenue |
|
|
|
|||||||||||||||||
| Long-term debt |
|
|
|
|||||||||||||||||
| Contract termination liability |
|
|
|
|||||||||||||||||
| Total financial liabilities, not measured at fair value | $ |
|
$ |
|
$ | $ |
|
$ | ||||||||||||
- 10 -
| As of December 31, 2024 | ||||||||||||||||||||
| Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial assets, not measured at fair value | ||||||||||||||||||||
| Cash and cash equivalents | $ |
|
$ |
|
$ |
|
$ | $ | ||||||||||||
| Cash – segregated for regulatory purposes |
|
|
|
|||||||||||||||||
| Securities borrowed |
|
|
|
|||||||||||||||||
| Receivables from customers |
|
|
|
|||||||||||||||||
| Receivables from non-customers |
|
|
|
|||||||||||||||||
|
Receivables from broker-dealers and clearing
organizations |
|
|
|
|||||||||||||||||
| Other receivables |
|
|
|
|||||||||||||||||
|
Deposits with broker-dealers and clearing
organizations |
|
|
|
|||||||||||||||||
| Total financial assets, not measured at fair value | $ |
|
$ |
|
$ |
|
$ |
|
$ | |||||||||||
| Financial liabilities, not measured at fair value | ||||||||||||||||||||
| Securities loaned | $ |
|
$ |
|
$ | $ |
|
$ | ||||||||||||
| Payables to customers |
|
|
|
|||||||||||||||||
| Payables to non-customers |
|
|
|
|||||||||||||||||
| Drafts payable |
|
|
|
|||||||||||||||||
|
Payables to broker-dealers and clearing
organizations |
|
|
|
|||||||||||||||||
| Deferred contract incentive |
|
|
|
|||||||||||||||||
| Long-term debt |
|
|
|
|||||||||||||||||
| Contract termination liability |
|
|
|
|||||||||||||||||
| Total financial liabilities, not measured at fair value | $ |
|
$ |
|
$ | $ |
|
$ | ||||||||||||
6. Property, Office Facilities, and Equipment, Net
Property, office facilities, and equipment consisted of the following as of the periods indicated:
|
As of
June 30,
|
As
of
|
|||||||
| Property | $ |
|
$ |
|
||||
| Office facilities |
|
|
||||||
| Equipment |
|
|
||||||
| Total Property, office facilities, and equipment |
|
|
||||||
| Less accumulated depreciation |
(
|
) |
(
|
) | ||||
| Total Property, office facilities, and equipment, net | $ |
|
$ |
|
||||
Total depreciation expense for property, office
facilities, and equipment was $
The
Company invested $
Miami Office Building
On
December 30, 2021, the Company purchased an office building located at 653 Collins Ave, Miami Beach, FL (“Miami office building”).
The Miami office building contains approximately
- 11 -
The
Company invested $
7. Software, Net
Software consisted of the following as of the periods indicated:
|
As
of
|
As
of
|
|||||||
| Software | $ |
|
$ |
|
||||
| Retail Platform |
|
|
||||||
| Total Software |
|
|
||||||
| Less accumulated amortization |
(
|
) |
(
|
) | ||||
| Total Software, net | $ |
|
$ |
|
||||
The
Company contracted with a technology vendor in the fourth quarter of 2023 to support the development of an online platform for the Company’s
retail customer base and corporate services clients, a mobile retail trading application, as well as upgrades to the Company’s
technological and operational infrastructure to support these platforms and future growth (“Retail Platform”). The total
software development cost related to the Retail Platform was $
Software development totaling
$
Total amortization of software
was $
As of June 30, 2025, the Company estimates the following future amortization of software assets:
| Year | Amount | |||
| 2025 | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| 2028 |
|
|||
| 2029 and after |
|
|||
| Total | $ |
|
||
8. Leases
As of June 30, 2025, all of the Company’s leases are classified as operating and primarily consist of office space leases expiring in 2025 through 2029. The Company elected not to include short-term leases (i.e., leases with initial terms of less than twelve months), or equipment leases (deemed immaterial) on the statements of financial condition. The Company leases some miscellaneous office equipment, but they are immaterial and therefore the Company records the costs associated with this office equipment on the statements of operations rather than capitalizing them as lease right-of-use assets. The balance of the lease right-of-use assets and lease liabilities are displayed on the statements of financial condition and the below tables display further detail on the Company’s leases.
| Lease Term and Discount Rate |
As
of
|
As
of
|
||||||
| Weighted average remaining lease term – operating leases (in years) |
|
|
||||||
| Weighted average discount rate – operating leases |
|
% |
|
% | ||||
- 12 -
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating lease cost | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Short-term lease cost |
|
|
|
|
||||||||||||
| Variable lease cost |
|
|
|
|
||||||||||||
| Total Rent and occupancy | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Operating cash flows from operating leases | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
Lease Commitments
Future annual minimum payments for operating leases with initial terms of greater than one year as of June 30, 2025 were as follows:
| Year | Amount | |||
| 2025 | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| 2028 |
|
|||
| 2029 |
|
|||
| Remaining balance of lease payments |
|
|||
| Less: difference between undiscounted cash flows and discounted cash flows |
|
|||
| Lease liabilities | $ |
|
||
9. Goodwill and Other Intangible Assets, Net
Goodwill
As
of June 30, 2025 and December 31, 2024, the Company’s carrying amount of goodwill was both $
Other Intangible Assets, Net
As
a result of the Company’s acquisition of GM, the Company acquired intangible assets consisting of GM artist contracts, the fair
value of which were $
On
April 30, 2025, the Company acquired certain assets from BMLG related to music masters, including associated copyrights and artwork. The
acquisition was accounted for as an asset purchase, in accordance with ASC 805, Business Combinations, because substantially
all of the fair value of the gross assets acquired was concentrated in a single identifiable asset which is the recorded masters. The
entire cost of $
- 13 -
As of June 30, 2025, the Company estimates the following future amortization of other intangible assets:
| Year | Amount | |||
| 2025 | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| 2028 |
|
|||
| 2029 and after |
|
|||
| Total | $ |
|
||
10. Investments, Cost
In the second quarter of
2025, the Company made strategic investments for a total of $
As of June 30, 2025, management concluded that its investment in FusionIQ was not impaired and that no additional events or changes in circumstances were identified that could have a significant effect on the original valuation of the investment.
11. Long-Term Debt
Mortgage with East West Bank
Overview
On
December 30, 2021, the Company purchased the Miami office building for approximately $
The
Company’s obligations under the mortgage are secured by a lien on the Miami office building and the term of the loan is
Remaining Payments
Future remaining annual minimum principal payments for the mortgage with East West Bank as of June 30, 2025 were as follows:
| Year | Amount | |||
| 2025 | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| 2028 |
|
|||
| 2029 |
|
|||
| Thereafter |
|
|||
| Total | $ |
|
||
The
interest expense related to this mortgage was $
- 14 -
12. Deferred Contract Incentive
Effective August 1, 2021, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extended the term of the arrangement for an additional four-year period commencing on August 1, 2021 and ending July 31, 2025.
As
part of this agreement, the Company received a one-time business development credit of $
In
relation to this agreement, the Company recognized $
13. Revenue Recognition
Refer to Note 2 – Summary of Significant Accounting Policies in Company’s 2024 Form 10-K for detail on the Company’s primary sources of revenue and the corresponding accounting treatment. There were significant changes to the accounting policies for revenue recognition, and except as set forth below, the Company’s accounting policies were unchanged during the three and six months ended June 30, 2025.
Principal Transactions and Proprietary Trading
The
Company continuously invests in treasury bill and treasury notes as part of its normal operations to meet deposit requirements, which
are primarily in the line item “Cash and securities segregated for regulatory purposes” on the statements of financial condition,
in order to enhance its yield on its excess 15c3-3 deposits. In the first quarter of 2025, the Company recorded an unrealized gain
of approximately $
Disaggregation of Revenue
The Company generated a significant portion of its revenue from financial instruments comprising of margin revenue, securities lending, principal transactions and proprietary trading, and interest revenue. These net interest and other revenues are not within the scope of FASB ASC Topic 606 – “Revenue from Contracts with Customers” (“Topic 606”), because they are generated from financial instruments covered by various other areas of GAAP. Market making activities are not within the scope of Topic 606, as they do not meet the definition of a contract with a customer under the standard. Consequently, revenue and expenses related to market making activity are accounted for separately and not included in the revenue figures presented in accordance with Topic 606.
The Company also has fee revenue and transaction revenue which are within the scope of Topic 606. Revenue from contracts with customers includes commission income charged to retail clients for executing transactions, markups on riskless principal transactions charged to retail clients for executing transactions, distribution income received from mutual funds for client transactions, stock locate fees charged to counterparties for providing locate services, payment for order flow received for executing transactions, administrative fees to retail clients including for maintenance and other ancillary services, advisory fee revenue from investment management services provided to clients, investment banking fees for underwriting, advisory, and capital markets services, and income generated from digital streaming, licensing fees, physical music sales, and other performance-rights sources. Under Topic 606, Revenue from Contracts with Customers, requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.
- 15 -
The table below presents detailed information on the Company’s recognition of revenue from contracts with customers as well as revenues from financial instruments, which are outside the scope of Topic 606, by major types of services for the periods indicated.
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues from Contracts with Customers | ||||||||||||||||
| Principal transactions and proprietary trading | ||||||||||||||||
| Riskless principal transactions with customers | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Investment banking and advisory fees |
|
|
||||||||||||||
| Commissions and fees | ||||||||||||||||
| Brokerage commissions |
|
|
|
|
||||||||||||
| Distribution fees |
|
|
|
|
||||||||||||
| Insurance commissions |
|
|
|
|
||||||||||||
| Stock borrow / stock loan | ||||||||||||||||
| Retail fees (rebates) |
|
(
|
) |
|
(
|
) | ||||||||||
| Stock locate services |
|
|
|
|
||||||||||||
| Other income | ||||||||||||||||
| Administrative fees |
|
|
|
|
||||||||||||
| Payment for order flow |
|
|
|
|
||||||||||||
| Other commissions |
|
|
||||||||||||||
| Recorded music revenue |
|
|
||||||||||||||
| Advisory fees |
|
|
|
|
||||||||||||
| Total Revenues from Contracts with Customers | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Revenue Outside the Scope of Topic 606 | ||||||||||||||||
| Principal transactions and proprietary trading | ||||||||||||||||
| Proprietary trading | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Principal transactions – Investment in Equity Security |
(
|
) |
|
|||||||||||||
| Interest, marketing and distribution fees | ||||||||||||||||
| Margin interest |
|
|
|
|
||||||||||||
| Interest income |
|
|
|
|
||||||||||||
| Marketing and distribution fees |
|
|
|
|
||||||||||||
| Stock borrow / stock loan | ||||||||||||||||
| Stock rebate revenue |
|
|
|
|
||||||||||||
| Market making |
|
|
|
|
||||||||||||
| Total Revenue Outside the Scope of Topic 606 |
|
|
|
|
||||||||||||
| Total Revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
14. Income Taxes
The Company’s provision for income taxes consists of federal and state taxes, as applicable, in amounts necessary to align the Company’s year-to-date tax provision with the effective rate that it expects to achieve for the full year. Each quarter the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. As of June 30, 2025, the Company has concluded that its deferred tax assets are realizable on a more-likely-than-not basis with the exception of investments that are expected to generate capital losses when realized.
- 16 -
For
the three and six months ended June 30, 2025, the Company recorded an income tax benefit of $
For
the three and six months ended June 30, 2024, the Company recorded an income tax provision of $
As
of both June 30, 2025 and December 31, 2024, the Company recorded an uncertain tax position of $
On July 4, 2025, President Trump signed H.R. 1, the One Big Beautiful Bill Act (“OBBBA”), into law. In accordance with U.S. GAAP, specifically ASC 740 – Income Taxes, we will account for the tax effects of changes in tax law in the period of enactment which is in the third quarter of 2025. We are currently in the process of analyzing the tax impacts of the law change but we do not expect a material impact on our effective tax rate.
15. Capital Requirements
MSCO
Net Capital
MSCO
is subject to the Uniform Net Capital Rules of the SEC (Rule 15c3-1) of the Exchange Act. Under the alternate method permitted by this
rule, net capital, as defined, shall not be less than the lower of $
As
of December 31, 2024, MSCO’s net capital was $
Special Reserve Account
MSCO
is subject to Customer Protection Rule 15c3-3 which requires segregation of funds in a special reserve account for the exclusive benefit
of customers. As of June 30, 2025, MSCO had cash and securities deposits of $
As
of December 31, 2024, MSCO had cash and securities deposits of $
As
of June 30, 2025, the Company was subject to the PAB Account Rule 15c3-3 of the SEC which requires segregation of funds in a special
reserve account for the exclusive benefit of proprietary accounts of introducing broker-dealers. As of June 30, 2025, the Company had
$
As
of December 31, 2024, the Company had $
- 17 -
RISE
Net Capital
RISE, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1. This rule requires the maintenance of minimum net capital and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 and that equity capital may not be withdrawn, or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. RISE is also subject to the CFTC's minimum financial requirements which require that RISE maintain net capital, as defined, equal to the greater of its requirements under Regulation 1.17 under the Commodity Exchange Act or Rule 15c3-1.
As
of June 30, 2025, RISE’s regulatory net capital was approximately $
16. Financial Instruments with Off-Balance Sheet Risk
The Company enters into various transactions to meet the needs of customers, conduct trading activities, and manage market risks and is, therefore, subject to varying degrees of market and credit risk. Refer to the below as well as Note 19 – Financial Instruments with Off-Balance Sheet Risk in the Company’s 2024 Form 10-K for further information.
As
of June 30, 2025, the Company had margin loans extended to its customers of approximately $
The following table presents information about the Company’s securities borrowing and lending activity depicting the potential effect of rights of setoff between these recognized assets and liabilities.
| As of June 30, 2025 | ||||||||||||||||||||
|
Gross Amounts
of Recognized Assets and Liabilities |
Gross Amounts Offset
in the Consolidated Statements of Financial Condition 1 |
Net Amounts
Presented in the
|
FMV -
Collateral Received or Pledged 2 |
Net Amount 3 | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Securities borrowed | $ |
|
$ | $ |
|
$ |
|
$ |
|
|||||||||||
| Liabilities | ||||||||||||||||||||
| Securities loaned | $ |
|
$ | $ |
|
$ |
|
$ |
|
|||||||||||
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| As of December 31, 2024 | ||||||||||||||||||||
|
Gross Amounts
of Recognized Assets and Liabilities |
Gross Amounts Offset
in the Consolidated Statements of Financial Condition 1 |
Net Amounts
Presented in the Consolidated Statements of Financial Condition |
FMV -
Collateral Received or Pledged 2 |
Net Amount 3 | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Securities borrowed | $ |
|
$ | $ |
|
$ |
|
$ |
|
|||||||||||
| Liabilities | ||||||||||||||||||||
| Securities loaned | $ |
|
$ | $ |
|
$ |
|
$ |
|
|||||||||||
| (1) |
|
| (2) |
|
| (3) |
|
17. Earnings Per Common Share
The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2025 and 2024.
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income (loss) | $ |
(
|
) | $ |
|
$ |
|
$ |
|
|||||||
| Less net income (loss) attributable to noncontrolling interests |
|
(
|
) |
|
||||||||||||
| Net income available to common stockholders | $ |
(
|
) | $ |
|
$ |
|
$ |
|
|||||||
| Weighted-average common shares outstanding - basic |
|
|
|
|
||||||||||||
| Dilutive effect of unvested shares |
|
|
||||||||||||||
| Weighted-average common shares used to compute diluted loss per share |
|
|
|
|
||||||||||||
| Net income (loss) per share attributable to common stockholders: | ||||||||||||||||
| Basic | $ |
(
|
) | $ |
|
$ |
|
$ |
|
|||||||
| Diluted | $ |
(
|
) | $ |
|
$ |
|
$ |
|
|||||||
Basic
earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of
common shares outstanding during the period. Diluted earnings per common share is calculated by adjusting the weighted-average number
of common shares outstanding for the potential dilutive effect of securities, if applicable. For the three and six months ended June
30, 2025, the Company had
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18. Commitments, Contingencies, and Other
Legal and Regulatory Matters
In the normal course of business, the Company may be subject to various proceedings and claims arising from its business activities, including lawsuits, arbitration claims and regulatory matters. The Company is also involved in other reviews, investigations and proceedings by governmental and self-regulatory organizations regarding the business, which may result in adverse judgments, settlements, fines, penalties, injunctions and other relief. In many cases, however, it is inherently difficult to determine whether any loss is probable or reasonably possible or to estimate the amount or range of any potential loss, particularly where proceedings may be in relatively early stages. In the Company’s opinion, based on currently available information, the ultimate resolution of current matters will not have a material adverse impact on the Company’s financial position and results of operations as of June 30, 2025. However, resolution of one or more of these matters may have a material effect on the results of operations in any future period, depending upon the ultimate resolution of those matters and depending upon the level of income for such period.
Overnight Financing
As
of both June 30, 2025 and December 31, 2024, MSCO had an available line of credit for short term overnight demand borrowing with BMO
Harris Bank (“BMO Harris”) of up to $
The
interest expense for this credit line was $
BMO Credit Agreement
On
November 22, 2024, MSCO entered into a Credit Agreement (the “BMO Credit Agreement”) with BMO Bank N.A. (the “Lender”),
a national banking association. The BMO Credit Agreement provides for a revolving credit facility of up to $
Borrowings
under the BMO Credit Agreement bears interest on the outstanding daily balance at a rate of interest per annum equal
There
was
interest expense for the BMO Credit Agreement for the three and six months ended June 30, 2025 and 2024. The fee for this credit
line was $
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Credit Agreement
On
August 15, 2024, the Company entered into a Loan and Security Agreement (the “Credit Agreement”) with East West Bank (the
“Lender”), a California banking corporation, dated as of July 29, 2024. The Credit Agreement provides for a revolving credit
facility of up to $
Borrowings
under the Credit Agreement bears interest on the outstanding daily balance at a rate of interest per annum equal to the greater of: (a)
the one-month Term Secured Overnight Financing Rate (“Term SOFR”), as administered by CME Group Benchmark Administration
plus
Shelf Registration Statement and At the Market Offering
On
May 30, 2025, the Company filed a shelf registration statement on Form S-3 that was declared effective on June 9, 2025 by the SEC for
the potential offering, issuance and sale of up to $
For
the three and six months ended June 2025, the Company did not sell any shares pursuant to this Sales Agreement. For the three and six
months ended June 30, 2025, the Company incurred approximately $
NFS Contract
Effective
August 1, 2021, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extends the term of the arrangement
for an additional four-year period commencing on August 1, 2021 and ending July 31, 2025.
| Date of Termination |
Early
Termination Fee |
|||
| Prior to August 1, 2025 | $ |
|
||
For the three and six months ended June 30, 2025 and 2024, there has been no expense recognized for any early termination fees. The Company believes that it is unlikely it will have to make material payments related to early termination fees and has not recorded any contingent liability in the financial statements related to this arrangement.
Technology Vendor
The
Company has entered into agreements with primary technology vendors for software development related to its Retail Platform. As of June
30, 2025, the Company incurred costs of approximately $
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General Contingencies
The Company’s general contingencies are included in Note 21 – Commitments, Contingencies, and Other in the Company’s 2024 Form 10-K. Other than the below, there have been no material updates to the Company’s general contingencies during the three and six months ended June 30, 2025.
The
Company is self-insured with respect to employee health claims. As part of this plan, the Company recognized expenses of $
The
Company had an accrual of $
The Company believes that its present insurance coverage and reserves are sufficient to cover currently estimated exposures, but there can be no assurance that the Company will not incur liabilities in excess of recorded reserves or in excess of its insurance limits.
19. Segment Reporting
The Company operates in a single line of business as a securities broker-dealer providing comprehensive brokerage services including custody and clearance of retail accounts, principal transaction and proprietary trading, market making, and securities lending. The Company’s Chief Operating Decision Maker (“CODM”), its Chief Financial Officer, reviews operating and financial information of the Company as a whole as presented on the statements of operations as well as the financial table in Note 13 – Revenue Recognition, and uses net income as the key measure to evaluate the results of the business, predominately in the forecasting process, to manage the Company. The CODM has determined that all activities contribute to the core brokerage business and the Company operates as a single reportable segment. The Company’s operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.
20. Employee Benefit Plans
The
Company sponsors a defined-contribution retirement plan under Section 401(k) of the Internal Revenue Code that covers substantially
all employees (“401(k) plan”). Participant contributions to the 401(k) plan are voluntary and are subject to certain limitations.
The Company may also make discretionary contributions to the plan. For 401(k) employee contribution matching, the Company incurred expense
of $
On
September 17, 2021, the Company’s shareholders approved the Siebert Financial Corp. 2021 Equity Incentive Plan (the “Plan”).
The Plan provides for the grant of stock options, restricted stock, and other equity awards of the Company’s common stock to employees,
officers, consultants, directors, affiliates and other service providers of the Company. There were
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The table below presents the Plan awards granted and the related fair values for the six months ended June 30, 2025.
| Shares |
Weighted- Average
Grant Date Fair Value |
|||||||
| Nonvested as of December 31, 2024 |
|
$ |
|
|||||
| Forfeited |
(
|
) |
|
|||||
| Granted |
|
|
||||||
| Vested |
(
|
) |
|
|||||
| Nonvested as of March 30, 2025 |
|
$ |
|
|||||
| Granted |
|
|
||||||
| Vested |
(
|
) |
|
|||||
| Nonvested as of June 30, 2025 |
|
$ |
|
|||||
As
of June 30, 2025, there was $
The
Company recognized stock-based compensation expense of $
The
Company recognized stock-based compensation expense of $
21. Related Party Disclosures
KCA
KCA
owns a license from the Muriel Siebert Estate / Foundation to use the names “Muriel Siebert & Co., Inc.” and “Siebert”
within business activities, which expires in 2025. For the use of these names, KCA passed through to the Company its cost of $
Other than the above arrangements, KCA has earned profit for providing any services to the Company as KCA passed through any revenue or expenses to the Company’s subsidiaries for the three and six months ended June 30, 2025 and 2024.
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PW
PW
brokers the insurance policies for related parties. Revenue for PW from related parties was $
Gloria E. Gebbia, John J. Gebbia, and Gebbia Family Members
The
three sons of Gloria E. Gebbia and John J. Gebbia hold executive positions within the Company’s subsidiaries and their compensation
was in aggregate $
On
May 22, 2023, Gloria E. Gebbia issued a warrant to BCW Securities LLC, a Delaware limited liability company, to purchase
Gebbia Sullivan County Land Trust
The
Company operates on a month-to-month lease agreement for its branch office in Omaha, Nebraska with the Gebbia Sullivan County Land Trust,
the trustee of which is a member of the Gebbia Family. For both the three months ended June 30, 2025 and 2024, rent expense was $
The Company has completed construction of its branch office in Omaha, Nebraska. Refer to Note 6 – Property, Office Facilities, and Equipment, net for further detail.
Credit Agreement
On August 15, 2024, the Company entered into the Credit Agreement with the Lender whereby John J. Gebbia and Gloria E. Gebbia, along with the John and Gloria Living Trust, are guaranteeing the Company’s obligations under the Credit Agreement with the Lender. Refer to Note 18 - Commitments, Contingencies, and Other for more information.
Gebbia Media, LLC
On
August 12, 2024, the Company acquired
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Kakaopay and Affiliates
On
April 27, 2023, the Company entered into the First Tranche Stock Purchase Agreement, pursuant to which the Company agreed to issue to
Kakaopay the First Tranche Shares at a per share price of Two Dollars Fifteen Cents ($
MSCO entered into an agreement whereby it would provide an omnibus trading account for Kakaopay’s subsidiary, Kakao Pay Securities Corp., and provide trade execution services to Kakao Pay Securities Corp., subject to compliance with applicable U.S. laws, rules and regulations.
RISE
In
September 2022, MSCO and RISE entered into a clearing arrangement whereby RISE would introduce clients to MSCO. As part of the agreement,
RISE deposited a clearing fund escrow deposit of $
At the Market Offering
On
June 27, 2025, Siebert Financial Corp. entered into a Sales Agreement with MSCO and Ladenburg Thalmann & Co. Inc., allowing for the
sale of up to $
22. Subsequent Events
The Company has evaluated events that have occurred subsequent to June 30, 2025 and through August 12, 2025, the date of the filing of this Report.
Based on the Company’s assessment, there have been no material subsequent events that occurred during such period that would require disclosure in this Report or would be required to be recognized in the financial statements as of June 30, 2025.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion provides a narrative of our financial performance and condition that should be read in conjunction with the accompanying financial statements and related notes included under Part I, Item 1 of this Report. In addition to our historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in our 2024 Form 10-K, particularly in Part I, Item 1A – Risk Factors.
Overview
We are a financial services company and provide a wide variety of financial services to our clients. We operate in business lines such as retail brokerage, investment advisory, insurance, and technology development through our wholly-owned and majority-owned subsidiaries.
Results in the businesses in which we operate are highly correlated to general economic conditions and, more specifically, to the direction of the U.S. equity and fixed-income markets. Market volatility, overall market conditions, interest rates, economic, political, and regulatory trends, and industry competition are among the factors which could affect us and which are unpredictable and beyond our control. These factors affect the financial decisions made by market participants who include investors and competitors, impacting their level of participation in the financial markets. In addition, in periods of reduced financial market activity, profitability is likely to be adversely affected because certain expenses remain relatively fixed, including salaries and related costs, as well as portions of communications costs and occupancy expenses. Accordingly, earnings for any period should not be considered representative of earnings to be expected for any other period.
Financial Overview
In the second quarter of 2025, loss per share was $0.12, compared to earnings per share of $0.10 in the second quarter of 2024. In the second quarter of 2025, our revenues were $14.9 million and operating loss before taxes was $5.8 million, compared to revenues of $20.9 million and operating income before taxes of $5.6 million in the second quarter of 2024. A substantial portion of our operating loss for the three months ended June 30, 2025 is due to the realized and unrealized gain (loss) on our Investment in Equity Security described in the section below.
Financial highlights as of June 30, 2025:
| ● | Principal transactions decreased by 206% to negative $3.8 million compared to the prior-year quarter |
| ● | Stock borrow / stock loan increased by 60% to $7.5 million compared to the prior-year quarter |
| ● | Advisory fees increased by 44% to $0.8 million compared to the prior-year quarter |
Investment in Equity Security
In the first quarter of 2025, we acquired the Investment in Equity Security in connection with a private placement from a private U.S company that subsequently completed an IPO. Following the IPO, these shares were subject to resale restrictions until they were registered with the SEC.
There was significant volatility in the price of the shares, and in the three months ended March 31, 2025, we recorded an unrealized gain of approximately $9.2 million as the per share price closed at $85.31 on March 31, 2025. In June 2025, after the lifting of contractual sale restrictions, we sold the majority of our Investment in Equity Security for an average price of $19.00 per share and recognized a total gain of $2.4 million for the six months ended June 30, 2025. However, we recognized a total realized and unrealized loss of $6.8 million for the three months ended June 30, 2025, which drove our operating loss for the current quarter.
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Following the IPO, we value the remaining shares of the Investment in Equity Security at its public trading price. We have recorded an unrealized gain of $0.1 million in relation to our remaining shares in the Investment in Equity Security for the three months ended June 30, 2025. The realized and unrealized and gain (loss) associated with the Investment in Equity Security is recorded in the line item “Principal transactions and proprietary trading” in our statement of operations, the detail of which is displayed below.
| Three Months Ended June 30, | ||||||||||||
| 2025 | 2024 |
Increase
(Decrease) |
||||||||||
| Principal transactions and proprietary trading | ||||||||||||
| Realized and unrealized gain on primarily riskless principal transactions | $ | 3,024,000 | $ | 3,480,000 | $ | (456,000 | ) | |||||
| Realized and unrealized gain (loss) on Investment in Equity Security | (6,803,000 | ) | — | (6,803,000 | ) | |||||||
| Realized and unrealized gain on portfolio of U.S. government securities | 8,000 | 94,000 | (86,000 | ) | ||||||||
| Total Principal transactions and proprietary trading | $ | (3,771,000 | ) | $ | 3,574,000 | $ | (7,345,000 | ) | ||||
| Six Months Ended June 30, | ||||||||||||
| 2025 | 2024 | Increase (Decrease) | ||||||||||
| Principal transactions and proprietary trading | ||||||||||||
| Realized and unrealized gain on primarily riskless principal transactions | $ | 6,736,000 | $ | 6,923,000 | $ | (187,000 | ) | |||||
| Realized and unrealized gain (loss) on Investment in Equity Security | 2,430,000 | — | 2,430,000 | |||||||||
| Realized and unrealized gain on portfolio of U.S. government securities | 24,000 | 157,000 | (133,000 | ) | ||||||||
| Total Principal transactions and proprietary trading | $ | 9,190,000 | $ | 7,080,000 | $ | 2,110,000 | ||||||
Acquisition of BMLG Assets
In the second quarter of 2025, we acquired certain assets from BMLG related to music masters, including associated copyrights and artwork and serves an expansion upon our acquisition of GM. This acquisition gives Siebert ownership of recorded masters from artists such as Daughtry, Badflower, Sammy Hagar, Olive Vox, and Ryan Perdz, among others. The total cost of the acquisition was $441,000, which includes cash consideration of $337,000 and direct transaction costs of $104,000.
Trends and Key Factors Affecting our Operations
Market Risk
Market risk is our risk of loss resulting from the impact of changes in market prices on our trading inventory and investment positions. We have exposure to market risk primarily through our broker-dealer trading operations. Through our broker-dealer subsidiary, we trade debt obligations and equity securities and maintain trading inventories to ensure availability of securities to facilitate client transactions. Inventory levels may fluctuate daily as a result of client demand. Our primary market risks relate to interest rates and equity prices. Equity risk results from changes in prices of equity securities, affecting the value of the equity securities and other instruments that derive their value from a particular stock.
We may enter into underwriting commitments and, as a result, we may be subject to market risk on any unsold securities issued in the offerings to which we are committed. Risk exposure is controlled by limiting our participation, the transaction size, or through the syndication process.
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Interest Rates
We are exposed to market risk from changes in interest rates. Such changes in interest rates primarily impact revenue from interest, marketing, and distribution fees. We primarily earn interest, marketing and distribution fees from margin interest charged on clients’ margin balances, interest on cash and securities segregated for regulatory purposes, and distribution fees from money market mutual funds in clients’ accounts. Securities segregated for regulatory purposes consist solely of U.S. government securities. If prices of U.S. government securities within our portfolio decline, we anticipate the impact to be temporary as we intend to hold these securities to maturity. We seek to mitigate this risk by managing the average maturities of our U.S. government securities portfolio and setting risk parameters for securities owned, at fair value.
The following table presents simulated changes to net interest revenue over the next 12 months beginning as of June 30, 2025 and December 31, 2024, of a gradual increase or decrease in market interest rates relative to prevailing market rates at the end of each reporting period:
| As of | ||||||||
|
June 30,
2025 |
December 31,
2024 |
|||||||
| Increase of 200 basis points | 31 | % | 32 | % | ||||
| Increase of 100 basis points | 16 | % | 18 | % | ||||
| Increase of 50 basis points | 8 | % | 11 | % | ||||
| Decrease of 50 basis points | (7 | )% | (4 | )% | ||||
| Decrease of 100 basis points | (15 | )% | (11 | )% | ||||
| Decrease of 200 basis points | (30 | )% | (26 | )% | ||||
The difference in our simulated incremental increases and decreases in the market interest rates as of June 30, 2025 compared to December 31, 2024 is primarily due to an increase in the proportion of segregated cash to segregated securities and an increase in the proportion of margin debit balances to cash credit balances.
Technology Initiatives
At the end of 2023, we hired new technology personnel, changed our primary software development vendor, and made investments in technology development projects collectively termed as Siebert’s Retail Platform. Technology development projects such as the online platform for Siebert’s retail customer base and corporate service clients have been placed into service in the six months ended June 30, 2025 and projects are anticipated to go live by the end of 2025. We believe that these ongoing investments in technology will be key in meeting the needs of our retail customers, correspondent clearing, corporate services as well as our expansion into new markets and demographics.
Client Account and Activity Metrics
The following tables set forth metrics we use in analyzing our client account and activity trends for the periods indicated.
Client Account Metrics – Retail Customers
| As of | ||||||||
|
June 30,
2025 |
December 31,
2024 |
|||||||
| Retail customer net worth (in billions) | $ | 17.4 | $ | 18.0 | ||||
| Retail customer margin debit balances (in billions) | $ | 0.4 | $ | 0.4 | ||||
| Retail customer credit balances (in billions) | $ | 0.4 | $ | 0.4 | ||||
| Retail customer money market fund value (in billions) | $ | 0.8 | $ | 0.8 | ||||
| Retail customer accounts | 163,616 | 160,054 | ||||||
| ● | Retail customer net worth represents the total value of securities and cash in the retail customer accounts after deducting margin debits |
| ● | Retail customer margin debit balances represent credit extended to our customers to finance their purchases against current positions |
| ● | Retail customer credit balances represent client cash held in brokerage accounts |
| ● | Retail customer money market fund value represents all retail customers accounts invested in money market funds |
| ● | Retail customer accounts represent the number of retail customers |
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Statements of Operations and Financial Condition
Statements of Operations for the Three Months Ended June 30, 2025 and 2024
Revenue
Commissions and fees for the three months ended June 30, 2025 were $2,014,000 and decreased by $589,000 from the corresponding period in the prior year, primarily due to weaker market conditions.
Interest, marketing and distribution fees for the three months ended June 30, 2025 were $6,869,000 and decreased by $966,000 from the corresponding period in the prior year primarily due to a decline in interest rates.
Principal transactions and proprietary trading for the three months ended June 30, 2025 was negative $3,771,000 and decreased by $7,345,000 from the corresponding period in the prior year, primarily due to the realized and unrealized loss of $6,803,000 in our Investment in Equity Security, which is explained further in the section above titled “Investment in Equity Security.”
Market making for the three months ended June 30, 2025 was $497,000 and increased by $60,000 from the corresponding period in the prior year.
Stock borrow / stock loan for the three months ended June 30, 2025 was $7,522,000 and increased by $2,826,000 from the corresponding period in the prior year, primarily due to growth in stock locate services and securities lending businesses.
Advisory fees for the three months ended June 30, 2025 were $791,000 and increased by $240,000 from the corresponding period in the prior year, primarily due to growth in platform assets.
Other income for the three months ended June 30, 2025 was $952,000 and decreased by $215,000 from the corresponding period in the prior year, primarily due to fees related to administrative services.
Operating Expenses
Employee compensation and benefits for the three months ended June 30, 2025 were $13,388,000 and increased by $3,081,000 from the corresponding period in the prior year, primarily due to an increase in equity compensation as well as additional personnel related to technology initiatives and expansion into investment banking and servicing active trader customers.
Clearing fees, including execution costs for the three months ended June 30, 2025 were $448,000 and increased by $210,000 from the corresponding period in the prior year, primarily due to a reclassification of certain fees in 2025.
Technology and communications expenses for the three months ended June 30, 2025 were $1,045,000 and increased by $165,000 from the corresponding period in the prior year, primarily due to an expansion of technological infrastructure.
Other general and administrative expenses for the three months ended June 30, 2025 were $1,840,000 and increased by $770,000 from the corresponding period in the prior year primarily due to fees related to expansion into investment banking and servicing active trader customers.
Data processing expenses for the three months ended June 30, 2025 were $1,147,000 and increased by $415,000 from the corresponding period in the prior year, primarily due to expansion of technology infrastructure.
Rent and occupancy expenses for the three months ended June 30, 2025 were $442,000 and increased by $64,000 from the corresponding period in the prior year.
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Professional fees for the three months ended June 30, 2025 were $1,451,000 and increased by $211,000 from the corresponding period in the prior year primarily due to the establishment of the Siebert advisory committee and the expansion into new business lines.
Depreciation and amortization expenses for the three months ended June 30, 2025 were $629,000 and increased by $293,000 from the corresponding period in the prior year, primarily due to an increase in amortization for the technology projects placed in service in the second quarter of 2025.
Interest expense for the three months ended June 30, 2025 was $98,000 and increased by $38,000 from the corresponding period in the prior year primarily due to interest related to an agreement with Kakaopay in 2024.
Advertising and promotion expense for the three months ended June 30, 2025 was $218,000 and increased by $175,000 from the corresponding period in the prior year, primarily due to an increase in marketing initiatives.
Provision For (Benefit From) Income Taxes
The benefit from income taxes for the three months ended June 30, 2025 was $1,113,000 and decreased from the provision for income taxes by $2,645,000 from the corresponding period in the prior year. The change from the corresponding period in the prior year is primarily due to a pre-tax loss incurred in the second quarter of 2025. Refer to Note 14 – Income Taxes for additional detail.
Net Income (Loss) Attributable to Noncontrolling Interests
As further discussed in Note 1 – Organization and Basis of Presentation, we consolidate RISE’s financial results into our financial statements and reflect the portion of RISE not held by Siebert as a noncontrolling interest in our financial statements. The net income attributable to noncontrolling interests for the three months ended June 30, 2025 was $0 and decreased by $7,000 from the corresponding period in the prior year.
Statements of Operations for the Six Months Ended June 30, 2025 and 2024
Revenue
Commissions and fees for the six months ended June 30, 2025 were $4,116,000 and decreased by $787,000 from the corresponding period in the prior year, primarily due to weaker market conditions.
Interest, marketing and distribution fees for the six months ended June 30, 2025 were $13,814,000 and decreased by $2,784,000 from the corresponding period in the prior year primarily due to a due to a decline in interest rates.
Principal transactions and proprietary trading for the six months ended June 30, 2025 were $9,190,000 and increased by $2,110,000 from the corresponding period in the prior year, primarily due to the realized and unrealized gain of $2,430,000 in our Investment in Equity Security, which is explained further in the section above titled “Investment in Equity Security.”
Market making for the six months ended June 30, 2025 was $1,049,000 and decreased by $60,000 from the corresponding period in the prior year.
Stock borrow / stock loan for the six months ended June 30, 2025 was $12,359,000 and increased by $3,565,000 from the corresponding period in the prior year, primarily due to growth in stock locate services and securities lending businesses.
Advisory fees for the six months ended June 30, 2025 were $1,539,000 and increased by $498,000 from the corresponding period in the prior year, primarily due to growth in platform assets.
Other income for the six months ended June 30, 2025 was 1,726,000 and decreased by $68,000 from the corresponding period in the prior year, primarily due to fees related to administrative services.
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Operating Expenses
Employee compensation and benefits for the six months ended June 30, 2025 were $25,310,000 and increased by $4,627,000 from the corresponding period in the prior year, primarily due to an increase in equity compensation as well as additional personnel related to technology initiatives and expansion into investment banking and servicing active trader customers.
Clearing fees, including execution costs for the six months ended June 30, 2025 were $902,000 and increased by $236,000 from the corresponding period in the prior year, primarily due to primarily due to a reclassification of certain fees in 2025.
Technology and communications expenses for the six months ended June 30, 2025 were $2,150,000 and increased by $394,000 from the corresponding period in the prior year, primarily due to an expansion of technological infrastructure.
Other general and administrative expenses for the six months ended June 30, 2025 were $3,349,000 and increased by $1,250,000 from the corresponding period in the prior year primarily due to fees related to expansion into investment banking and servicing active trader customers.
Data processing expenses for the six months ended June 30, 2025 were $2,096,000 and increased by $613,000 from the corresponding period in the prior year, primarily due to expansion of technology infrastructure.
Rent and occupancy expenses for the six months ended June 30, 2025 were $909,000 and increased by $34,000 from the corresponding period in the prior year.
Professional fees for the six months ended June 30, 2025 were $2,810,000 and increased by $533,000 from the corresponding period in the prior year primarily due to the establishment of the Siebert advisory committee and expansion into new business lines.
Depreciation and amortization expenses for the six months ended June 30, 2025 were $1,044,000 and increased by $453,000 from the corresponding period in the prior year, primarily due to an increase in amortization for the technology projects placed in service in the second quarter of 2025.
Interest expense for the six months ended June 30, 2025 was 187,000 and increased by $76,000 from the corresponding period in the prior year related to an agreement with Kakaopay in 2024.
Advertising and promotion expense for the six months ended June 30, 2025 was $372,000 and increased by $275,000 from the corresponding period in the prior year, primarily due to an increase in marketing initiatives.
Provision For (Benefit From) Income Taxes
The provision from income taxes for the six months ended June 30, 2025 was $722,000 and decreased from the provision for income taxes by $2,225,000 from the corresponding period in the prior year. The change from the corresponding period in the prior year is primarily due to a decrease in pre-tax earnings in the six months ending June 30, 2025. Refer to Note 14 – Income Taxes for additional detail.
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Net Income (Loss) Attributable to Noncontrolling Interests
As further discussed in Note 1 – Organization and Basis of Presentation, we consolidate RISE’s financial results into our financial statements and reflect the portion of RISE not held by Siebert as a noncontrolling interest in our financial statements. The net loss attributable to noncontrolling interests for the six months ended June 30, 2025 was $3,000 and increased by $9,000 from the corresponding period in the prior year.
Statements of Financial Condition As of June 30, 2025 and December 31, 2024
Assets
Assets as of June 30, 2025 were $560,512,000 and increased by $40,844,000 from December 31, 2024, primarily due to a increase in securities borrowed, partially offset by a decrease in cash and securities segregated for regulatory purposes.
Liabilities
Liabilities as of June 30, 2025 were $470,524,000 and increased by $35,948,000 from December 31, 2024, primarily due to an increase in securities loaned partially offset by a decrease in payables to customers.
Liquidity and Capital Resources
Overview
As of June 30, 2025, a significant portion of our assets were liquid in nature, providing us with flexibility in financing our business. A significant portion of our assets not held by customers or used for stock borrow / stock loan consisted primarily of cash and cash equivalents, securities owned, at fair value, which are marked-to-market daily, and receivables from and deposits with broker-dealers and clearing organizations.
We expect to use our available cash, cash equivalents, and potential future borrowings under our debt agreements and potential issuance of new debt or equity, to support and invest in our core business, including investing in new ways to serve our customers, potentially seeking strategic acquisitions to leverage existing capabilities, and for general capital needs (including capital, deposit, and collateral requirements imposed by regulators and SROs).
Based on our current level of operations, we believe our available cash, available lines of credit, overall access to capital markets, and cash provided by operations will be adequate to meet our current liquidity needs for the foreseeable future. As of the date of this Report, other than the items detailed in the cash requirements section below, there are no known or material events that would require us to use large amounts of our liquid assets to cover expenses.
Kakaopay
The net capital infusion from Kakaopay to Siebert from the First Tranche transaction was approximately $14.8 million after the issuance cost. This capital is used to enhance our regulatory capital, and is primarily invested in U.S. government securities and is in the line item “Securities owned, at fair value” on the statements of financial condition. Refer to Note 6 – Kakaopay Transaction in our 2024 Form 10-K for further detail.
Cash and Cash Equivalents
Our cash and cash equivalents were $28.9 million and $32.6 million as of June 30, 2025 and December 31, 2024, respectively.
Credit Agreement
On August 15, 2024, we entered into the Credit Agreement with East West Bank providing a $20 million revolving credit facility, which offers substantial financial flexibility to support our strategic initiatives. This credit facility allows us to fund acquisitions, execute stock buybacks, and meet general corporate needs up to $10 million, ensuring access to capital for both growth and operational purposes. The two-year term of the Credit Agreement, combined with a competitive interest rate structure that is tied to either the one-month Term SOFR plus 3.15% or a minimum of 7.50%, provides a stable and predictable financing source. The personal guarantees provided by key executives, John J. Gebbia and Gloria E. Gebbia, and their trust, further strengthen our borrowing position and help secure favorable terms.
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BMO Credit Agreement
On November 22, 2024, MSCO entered into a Credit Agreement (the “BMO Credit Agreement”) with BMO Harris Bank (“BMO Harris”). The BMO Credit Agreement provides for a revolving credit facility of up to $20,000,000. We may use any borrowings under the BMO Credit Agreement to finance NSCC Deposit Requirements (other than an Adequate Assurance Deposit) and withdrawals from a Reserve Account. As part of the agreement, we entered into a Parent Guaranty agreement guaranteeing repayment of any debt issued to MSCO.
Borrowings under the BMO Credit Agreement bears interest on the outstanding daily balance at a rate of interest per annum equal 2.5% plus the greater of: (a) Term SOFR for such day plus 0.11448% and (b) Federal Funds Target Range – Upper Limit and (c) 0.25%. The annual commitment fee is equal to one half of one percent (0.50%) of the average daily unused portion of the commitment of $20,000,000. The BMO Credit Agreement contains customary affirmative covenants and negative covenants and requires MSCO maintain minimum total regulatory capital of $45,000,000, excess net capital of 20,000,000, assets to total regulatory capital ratio of not more than 5.0 to 1.0, and a minimum liquidity ratio of not less than 1.0.
Debt Agreements
We have $4.2 million outstanding on our mortgage with East West Bank and an unutilized line of credit for short term overnight demand borrowing of up to $25 million with BMO Harris as of June 30, 2025. As of June 30, 2025, we were in compliance with all covenants related to our mortgage agreement.
Cash Requirements
The following table summarizes our short- and long-term material cash requirements as of June 30, 2025.
| Payments Due By Period | ||||||||||||||||||||||||||||
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | ||||||||||||||||||||||
| Operating lease commitments | $ | 503,000 | $ | 864,000 | $ | 613,000 | $ | 522,000 | $ | 58,000 | $ | — | $ | 2,560,000 | ||||||||||||||
| Kakaopay fee (1) | 1,000,000 | 1,000,000 | — | — | — | — | 2,000,000 | |||||||||||||||||||||
| Mortgage with East West Bank (2) | 44,000 | 91,000 | 95,000 | 98,000 | 112,000 | 3,744,000 | 4,184,000 | |||||||||||||||||||||
| Technology vendors (3) | 144,000 | — | — | — | — | — | 144,000 | |||||||||||||||||||||
| Broadridge contract (4) | 203,000 | 170,000 | — | — | — | — | 373,000 | |||||||||||||||||||||
| Total | $ | 1,894,000 | $ | 2,125,000 | $ | 708,000 | $ | 620,000 | $ | 170,000 | $ | 3,744,000 | $ | 9,261,000 | ||||||||||||||
| (1) | Pursuant to the Settlement Agreement with Kakaopay, we will pay Kakaopay a fee of $5 million payable in ten quarterly installments that began in the first quarter of 2024. Refer to Note 6 – Kakaopay Transaction in our 2024 Form 10-K for further detail. |
| (2) | On December 30, 2021, we purchased the Miami office building and financed part of the purchase price with a mortgage with East West Bank. |
| (3) | We have entered into agreements with technology vendors for certain development projects related to our Retail Platform. As of June 30, 2025, we have incurred approximately $4.5 million out of the $4.6 million total budget for these vendors. |
| (4) | In June 2023, we entered into an amendment to its service agreement with Broadridge Securities Processing Solutions, LLC with a total minimum expense of approximately $1.2 million for this arrangement. |
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Shelf Registration Statement
On May 30, 2025, we filed a shelf registration statement on Form S-3 that was declared effective on June 9, 2025 by the SEC for the potential offering, issuance and sale by us of up to $100.0 million of our common stock, preferred stock, warrants to purchase our common stock and/or preferred stock, units consisting of all or some of these securities and subscription rights to purchase all or some of these securities. As noted below under “At the Market Offering,” we have utilized $50 million of the $100 million capacity under the shelf registration statement for our At the Market program.
At the Market Offering
On June 27, 2025, we entered into a Sales Agreement (“Sales Agreement”) with our subsidiary, Muriel Siebert & Co., LLC, and Ladenburg Thalmann & Co. Inc., as agents, under which we may offer and sell, through or to the agents, shares of our common stock having an aggregate offering price of up to $50.0 million, from time to time. For the three and six months ended June 30, 2025, we did not sell any shares pursuant to this Sales Agreement. Refer to Note 18 – Commitments, Contingencies and Other for additional detail.
Net Capital, Reserve Accounts, Segregation of Funds, and Other Regulatory Requirements
MSCO is subject to the Uniform Net Capital Rules of the SEC (Rule 15c3-1) and the Customer Protection Rule (15c3-3) of the Exchange Act and maintains capital and segregated cash reserves in excess of regulatory requirements. Requirements under these regulations may vary; however, MSCO has adequate reserves and contingency funding plans in place to sufficiently meet any regulatory requirements. In addition to net capital requirements, as a self-clearing broker-dealer, MSCO is subject to cash deposit and collateral requirements with clearing houses, such as the DTCC and OCC, which may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity and market volatility. RISE, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1 and the corresponding regulatory capital requirements.
MSCO can transfer funds to Siebert as long as MSCO maintains its liquidity and regulatory capital requirements. RISE can transfer funds to its shareholders, of which Siebert is entitled to its proportional ownership interest, as long as RISE maintains its liquidity and regulatory capital requirements. For the three and six months ended June 30, 2025 and 2024, MSCO and RISE had sufficient net capital to meet their respective liquidity and regulatory capital requirements. Refer to Note 15 – Capital Requirements for more detail about our capital requirements.
Cash Flows
Cash used in operating activities consisted of net income adjusted for certain non-cash items. Net operating assets and liabilities at any specific point in time are subject to many variables, including variability in customer activity, the timing of cash receipts and payments, and vendor payment terms. The total changes in our statements of cash flows, especially our operating cash flow, are not necessarily indicative of the ongoing results of our business as we have customer assets and liabilities on our statements of financial condition.
For the six months ended June 30, 2025, cash used in operating activities increased by $5.5 million compared to the prior year period, which was primarily driven by the net change in securities loaned, securities borrowed and payables to customers.
For the six months ended June 30, 2025, cash used in investing activities decreased by $1.5 million compared to the prior year period, which was primarily driven by the investment in FusionIQ, partially offset by less investment in office facilities.
For the six months ended June 30, 2025, cash flows used in financing activities increased by $36,000 compared to 2024, which was primarily driven by the RISE cash distribution.
Long Term Contracts
Effective August 1, 2021, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extends the term of their arrangement for an additional four-year period commencing on August 1, 2021 and ending July 31, 2025. As part of this agreement, we received a one-time business development credit of $3 million, and NFS will pay us four annual credits of $100,000 over the term of the agreement. The amendment also provides for an early termination fee; however, as of June 30, 2025, we do not expect to terminate the contract with NFS before the end of the contract term. Refer to Note 12 – Deferred Contract Incentive and Note 18 – Commitments, Contingencies and Other for additional detail.
Effective June 2023, MSCO entered into an amendment to its service agreement with Broadridge Securities Processing Solutions, LLC that, among other things, extends the term of their arrangement for a five-year period ending June 2028, with an option to terminate after three years. As of June 30, 2025, the total remaining minimum expense for this arrangement is estimated at approximately $0.4 million over the duration of the contract.
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Off-Balance Sheet Arrangements
We enter into various transactions to meet the needs of customers, conduct trading activities, and manage market risks and are, therefore, subject to varying degrees of market and credit risk. In the normal course of business, our customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose us to off-balance sheet risk in the event the customer or other broker is unable to fulfill their contracted obligations and we are forced to purchase or sell the financial instrument underlying the contract at a loss. There were no material losses for unsettled customer transactions for the three and six months ended June 30, 2025 and 2024. Refer to Note 16 – Financial Instruments with Off-Balance Sheet Risk for additional detail.
Uncertain Tax Positions
We account for uncertain tax positions in accordance with the authoritative guidance issued under ASC 740-10, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements.
We recognize interest and penalties related to unrecognized tax benefits on the provision for income taxes line on the statements of operations. Accrued interest and penalties would be included on the related tax liability line on the statements of financial condition.
As of both June 30, 2025 and December 31, 2024, we recorded an uncertain tax position of $1,354,000 related to various tax matters, which is included in the line item “Taxes payable” in the statements of financial condition.
Tax Legislation
On July 4, 2025, President Trump signed H.R. 1, the One Big Beautiful Bill Act (“OBBBA”), into law. In accordance with U.S. GAAP, specifically ASC 740 – Income Taxes, we will account for the tax effects of changes in tax law in the period of enactment which is in the third quarter of 2025. We are currently in the process of analyzing the tax impacts of the law change but we do not expect a material impact on our effective tax rate
Critical Accounting Policies and Estimates
Certain of our accounting policies that involve a higher degree of judgment and complexity are discussed in Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K. As of June 30, 2025, there have been no changes to our critical accounting policies or estimates.
New Accounting Standards
In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”). The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for us for annual periods beginning after December 15, 2024, though early adoption is permitted. We are still evaluating the presentational effect that ASU 2023-09 will have on our consolidated financial statements, but we expect considerable changes to our income tax footnote.
In November 2024, the FASB issued ASU “2024-03”, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”). The ASU is intended to enhance the transparency and decision usefulness of income statement expense disclosures by requiring greater disaggregation of certain expense categories. ASU 2024-03 will be effective for us for annual periods beginning after December 15, 2025, though early adoption is permitted. We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements and we anticipate the amendments will require significant changes to our expense disclosures.
Recent Accounting Pronouncements
Refer to Note 2 – Summary of Significant Accounting Policies for information regarding new Accounting Standards Updates (“ASU”s) issued by the FASB.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Financial Instruments Held For Trading Purposes
We do not directly engage in derivative transactions, have no interest in any special purpose entity and have no liabilities, contingent or otherwise, for the debt of another entity.
Financial Instruments Held For Purposes Other Than Trading
We generally invest our cash and cash equivalents temporarily in dollar denominated bank account(s). These investments are not subject to material changes in value due to interest rate movements.
We invest cash and securities segregated for regulatory purposes in dollar denominated bank accounts which are not subject to material changes in value due to interest rate movements. We also invest cash and securities segregated for regulatory purposes and securities owned, at fair value in U.S. government securities which may be subject to material changes in value due to interest rate movements. Securities owned, at fair value invested in U.S. government securities are generally purchased to enhance yields on required regulatory deposits. While the value of the government securities may be subject to material changes in value, we believe any reduction in value would be temporary since the securities would mature at par value.
Customer transactions are cleared through clearing brokers on a fully disclosed basis and are also self-cleared by MSCO. If customers do not fulfill their contractual obligations any loss incurred in connection with the purchase or sale of securities at prevailing market prices to satisfy customer obligations may be incurred by Siebert. We regularly monitor the activity in customer accounts for compliance with margin requirements. We are exposed to the risk of loss on unsettled customer transactions if customers and other counterparties are unable to fulfill their contractual obligations. There were no material losses for unsettled customer transactions in the last five years.
See Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Trends and Key Factors Affecting our Operations of this Report for our quantitative and qualitative disclosures about market risk.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Executive Vice President / Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report pursuant to Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange of 1934, as amended (the “Exchange Act”). Based on its evaluation, our management, including our Chief Executive Officer and our Executive Vice President / Chief Financial Officer, concluded that as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of business, we may be subject to various proceedings and claims arising from our business activities, including lawsuits, arbitration claims and regulatory matters. We are also involved in other reviews, investigations and proceedings by governmental and self-regulatory organizations regarding the business, which may result in adverse judgments, settlements, fines, penalties, injunctions and other relief. In many cases, however, it is inherently difficult to determine whether any loss is probable or reasonably possible or to estimate the amount or range of any potential loss, particularly where proceedings may be in relatively early stages. In our opinion, based on currently available information, the ultimate resolution of current matters will not have a material adverse impact on our financial position and results of operations. However, resolution of one or more of these matters may have a material effect on the results of operations in any future period, depending upon the ultimate resolution of those matters and depending upon the level of income for such period.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Report, investors should carefully consider the risk factors discussed in Part I, Item 1A - Risk Factors in our 2024 Form 10-K. Each of such risk factors could materially affect our business, financial position, and results of operations. Except for the additional risk factor noted below, as of the date of this Report, there have been no material changes from the risk factors disclosed in our 2024 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM
5.
On
On
On
On
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ITEM 6. EXHIBITS
| ** | Filed herewith |
| # | This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. |
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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.
| SIEBERT FINANCIAL CORP. | ||
| By: | /s/ John J. Gebbia | |
| John J. Gebbia | ||
| Chief Executive Officer | ||
| (Principal executive officer) | ||
| By: | /s/ Andrew H. Reich | |
| Andrew H. Reich | ||
| Executive Vice President, Chief Operating Officer, | ||
| Chief Financial Officer, and Secretary | ||
| (Principal financial and accounting officer) | ||
| Dated: August 12, 2025 | ||
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