Unless indicated otherwise, or the context otherwise requires, references in this report to the "Company," "Morgan Group," "Morgan," "we," "us," and "our" or similar terms are to Morgan Group Holding Co. and its subsidiary.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this Form 10-Q contains some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "will," "should," "may," and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, there can be no assurance that our actual results will not differ materially from what we expect or believe. We are providing these statements as permitted by the Private Litigation Reform Act of 1995. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations or if we receive any additional information relating to the subject matters of our forward-looking statements.

OVERVIEW

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Form 10-Q. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking statements as discussed under "Cautionary Statement Regarding Forward-Looking Statements" appearing elsewhere in this Form 10-Q.

Morgan Group (OTC Pink®: MGHL), through G.research, acts as an underwriter and provides institutional research services. Institutional research services revenues consist of brokerage commissions derived from securities transactions executed on an agency basis or direct payments from institutional clients as well as underwriting profits, selling concessions and management fees associated with underwriting activities. Commission revenues vary directly with the perceived value of the research provided, as well as account activity and new account generation.

In December 2019, a novel strain of coronavirus ("COVID-19") surfaced in China and has since spread globally. On March 11, 2020, COVID-19 was identified as a global pandemic by the World Health Organization. In response to its spread, governmental authorities have imposed restrictions on travel and congregation and the temporary closure of many non-essential businesses in affected jurisdictions, including, beginning in March 2020, in the U.S. As world leaders focused on the unprecedented human and economic challenges of COVID-19, global equity markets plunged as the coronavirus pandemic spread. In March 2020, the unfolding events led to the worst month for stocks since 2008 and the worst first quarter since 1937. In the remainder of 2020 and continuing through 2021, as a result of unprecedented fiscal and monetary stimulus and the fast tracking of COVID-19 vaccines, the markets have rebounded strongly. As a result of this pandemic, the Company allowed most of our employees ("teammates") to work remotely. This policy continued through the end of June 2021. Effective July 2021, the Company changed its policy and asked teammates to return to our offices. As a result, the majority of our teammates are now back in our offices. There continues to be no material impact of remote work arrangements on our operations, including our financial reporting systems, internal control over financial reporting, and disclosure controls and procedures, and there has been no material challenge in implementing our business continuity plan.



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RESULTS OF OPERATIONS

The following table (in thousands, except per share data) and discussion of our results of operations are based upon data derived from the Condensed Consolidated Statements of Income contained in our condensed consolidated financial statements and should be read in conjunction with those statements included in Part I, Item 1 of this Form 10-Q:



                                   Three Months Ended March 31,
                                     2022                2021
Revenues
Commissions                      $         504       $         656
Principal transactions                      (0 )                (3 )
Dividends and interest                       5                   9
Underwriting fees                            -                   6
Other revenues                               0                  10
Total revenues                             509                 678
Expenses
Compensation and related costs             328                 688
Clearing charges                           230                 185
General and administrative                 225                 266
Occupancy and equipment                     73                 101
Total expenses                             856               1,240
Loss before income tax benefit            (347 )              (562 )
Income tax benefit                           -                   -
Net loss                         $        (347 )     $        (562 )

Net loss per share
Basic and diluted                $       (0.58 )     $       (0.94 )

Three Months Ended March 31, 2022 as Compared to the Three Months Ended March 31, 2021

Revenues

Institutional research service revenues were $0.5 million for three months ended March 31, 2022, $0.2 million, or 23.2%, lower than total revenues of $0.7 million for the three months ended March 31, 2021. Institutional research services revenues by revenue component, excluding principal transactions and dividends and interest, were as follows (dollars in thousands):



                          Three Months Ended March 31,           Increase (Decrease)
                           2022                  2021              $              %
Commissions            $         460         $         591     $    (131 )        -22.1 %
Hard dollar payments              44                    65           (21 )        -32.7 %
                                 504                   656     $    (152 )        -23.2 %
Underwriting fees                  -                     6            (6 )       -100.0 %
Total                  $         504         $         662     $    (158 )        -23.9 %


Commissions and hard dollar payments in the 2022 period were $0.5 million, a $0.2 million, or 23.2%, decrease from $0.7 million in the 2021 period. The decrease was primarily due to lower brokerage commissions from fewer securities transactions executed on an agency basis. For the three months ended March 31, 2022 and 2021, respectively, G.research earned $0.4 million and $0.7 million, or approximately 55% and 57%, of its commission revenue from transactions executed on behalf of funds advised by Gabelli Funds, LLC ("Gabelli Funds") and clients advised by GAMCO Asset Management Inc. ("GAMCO Asset").



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Principal Transactions

During the three months ended March 31, 2022 and 2021, net losses from principal transactions were negligible.

Interest and dividend income declined to negligible levels in 2022 and 2021, primarily due to plummeting short-term interest rates during the same periods and lower cash and cash equivalents balances.

Expenses

Total expenses were $0.9 million for the three months ended March 31, 2022, a decrease of $0.4 million, or 33.3%, from $1.2 million in the 2021 period. The decrease results primarily from lower compensation costs and a reduction of expenses across all categories.

Compensation costs, which includes salaries, bonuses, and benefits, were $0.3 million for the three months ended March 31, 2022, a decrease of $0.4 million from $0.7 million for the three months ended March 31, 2021 and was primarily due to headcount reductions.

Income Tax Benefit

We recorded an income tax provision of $0 and $0 for the three months ended March 31, 2022 and 2021, respectively. The effective tax rate was 0% and 0% for the periods ended March 31, 2022 and 2021, respectively.

Net Loss

Net loss for the three months ended March 31, 2022 was $0.3 million versus $0.6 million for the three months ended March 31, 2021.

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