NATIONAL HOLDINGS CORPORATION The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. This Report may contain certain statements of a forward-looking nature relating to future events or future business performance. Any such statements that refer to our estimated or anticipated future results or other non-historical facts are forward-looking and reflect our current perspective of existing trends and information. These statements involve risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, risks and uncertainties detailed under the section titled "Risks Factors" of our Form 10-K for the year endedSeptember 30, 2019 . Any forward-looking statements contained in this Quarterly Report on Form 10-Q speak only as of the date of this Report. We undertake no obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. OVERVIEW We are engaged in independent brokerage and advisory services and asset management services, investment banking, equity research and institutional sales and trading, through our broker-dealer subsidiaries, NSC and WEC. We are committed to establishing a significant presence in the financial services industry by meeting the varying investment needs of our retail, corporate and institutional clients. Our wholly-owned subsidiary, NAM, is a federally-registered investment adviser that provides asset management advisory services to clients for a fee based upon a percentage of assets managed. We also provide tax preparation services through National Tax, which provides tax preparation services to individuals, predominantly in the middle and upper income tax brackets and accounting services to small and midsize companies. NSC and WEC are subject to regulation by, among others, theSEC ,FINRA and is a member of theSIPC . In addition, NSC is licensed to conduct its brokerage activities in all 50 states, plus theDistrict of Columbia andPuerto Rico and theU.S. Virgin Islands . National Tax is also subject to regulation by, among others, the Internal Revenue Service. OnDecember 31, 2019 , we completed our previously announced acquisition of all of the outstanding equity interests ofWinslow Evans & Crocker, Inc. , aMassachusetts corporation ("WEC"), Winslow,Evans & Crocker Insurance Agency, Inc. , aMassachusetts corporation ("WIA"), andWinslow Financial, Inc. , aMassachusetts corporation ("WF"). See Note 7 of the notes to the condensed consolidated financial statements for additional information. As ofJune 30, 2020 , we had approximately 940 associated personnel serving retail and institutional customers, trading and investment banking clients. In addition to our 32 Company offices located inNew York ,New Jersey ,Florida ,Texas ,Massachusetts andWashington , we had approximately 98 other registered offices, owned and operated by independent owners who maintain all appropriate licenses and are responsible for all office overhead and expenses. Our registered representatives offer a broad range of investment products and services. These products and services allow us to generate both commissions (from transactions in securities and other investment products) and fee income (for providing investment advisory services, namely managing clients' accounts). The investment products and services offered include but are not limited to stocks, bonds, mutual funds, annuities, insurance, and managed money accounts.
COVID-19 Update
The COVID-19 outbreak continues to cause significant disruption in business activity and the financial markets both globally and inthe United States . As a result of the spread of COVID-19, economic uncertainties have arisen which have negatively impacted and are likely to continue to negatively impact our businesses, financial condition, results of operations, cash flows, strategies and prospects. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and impact on our clients, employees, vendors and the markets in which we operate our businesses, all of which are uncertain at this time and cannot be predicted. The extent to which COVID-19 may impact our financial condition or results of operations cannot be reasonably estimated at this time. We continue to be cautious due to events that may be driven by the evolution of this pandemic that are unknown, are highly uncertain, and cannot be predicted as it relates to the Company's clients, employees, vendors, and the markets in which the Company operates its businesses. 33 --------------------------------------------------------------------------------
B. Riley Proposal Update
OnJuly 24, 2020 ,B. Riley amended its Schedule 13D filing relating to the Company and sent the Board a letter containing a revised proposal regarding the Company. The Company's Special Committee is currently reviewing theB. Riley revised proposal. The Company does not anticipate having any further comment unless and until a definitive agreement is reached.
RESULTS OF OPERATIONS
Three Months Ended
Summary
Our third quarter endedJune 30, 2020 resulted in a 22% increase in revenues and a 26% increase in operating expenses as compared to the comparative period last year. The COVID-19 outbreak has had a negative impact on our investment banking and private shares businesses, our higher margin businesses, in the current quarter endedJune 30, 2020 .
Revenues
Total revenues increased$10,941,000 , or 22%, to$61,716,000 , in the current quarter as compared to$50,775,000 recorded in the comparative period last year. Three Months Ended June 30, Increase (Decrease) 2020 2019 Amount Percent Commissions$ 30,821,000 $ 21,434,000 $ 9,387,000 44 % Net dealer inventory gains 1,421,000 167,000 1,254,000 751 Investment banking 14,730,000 15,824,000 (1,094,000 ) (7 ) Investment advisory 8,709,000 7,577,000 1,132,000 15 Interest and dividends 870,000 1,434,000 (564,000 ) (39 ) Transaction fees and clearing services 2,262,000 1,465,000 797,000 54 Tax preparation and accounting 2,807,000 2,675,000 132,000 5 Other 96,000 199,000 (103,000 ) (52 ) Total Revenues$ 61,716,000 $ 50,775,000 $ 10,941,000 22 % Commissions increased$9,387,000 , or 44%, to$30,821,000 in the current quarter as compared to$21,434,000 recorded in the comparative period last year. This was mainly attributable to an increase in trading commission revenue and$1.2 million in incremental revenue due to the Winslow acquisition. Customer trading volumes across the industry (according to Bloomberg) increased 78% for the three months endedJune 30, 2020 compared to the prior year period, which we attribute to COVID-19 related market volatility. Net dealer inventory gains increased$1,254,000 , or 751%, to$1,421,000 in the current quarter as compared to$167,000 recorded in the comparative period last year. The increase is primarily due to higher security market values during the current quarter thus resulting in higher gains. In addition,$0.3 million in incremental revenue is due to the Winslow acquisition.
Investment banking fees decreased
Investment advisory fees increased$1,132,000 , or 15%, to$8,709,000 in the current quarter as compared to$7,577,000 recorded in the comparative period last year. The increase is primarily due to the incremental revenue as a result of the Winslow acquisition.
Interest and dividend income decreased
34
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Transaction fees and clearing services increased $797,000 , or 54%, to $2,262,000
in the current quarter as compared to $1,465,000 recorded in the comparative
period last year. This was attributable to an increase in customer trading
volumes as noted above.
Tax preparation and accounting fees increased $132,000 , or 5%, to $2,807,000 in
the current quarter as compared to $2,675,000 recorded in the comparative period
last year. The current period increase is attributable to revenue generated by
new business acquisitions.
Other revenue decreased $103,000 , or 52%, to $96,000 in the current quarter as
compared to $199,000 recorded in the comparative period last year. This decrease
is primarily due to a decline of client participation in our fully paid stock
lending program. Client participation in this program varies quarter to quarter.
Operating Expenses
Total operating expenses increased$12,795,000 , or 26%, to$62,356,000 in the current quarter as compared to$49,561,000 recorded in the comparative period last year. Operating expenses have increased due to higher commissions expense associated with the increase in commissions revenue, and higher legal and professional fee expenses associated with theB. Riley proposal. Three Months Ended June 30, Increase (Decrease) 2020 2019 Amount Percent Commissions, compensation and fees$ 53,183,000 $ 42,077,000 $ 11,106,000 26 % Clearing fees 611,000 492,000 119,000 24 Communications 814,000 720,000 94,000 13 Occupancy 1,349,000 966,000 383,000 40 License and registration 1,084,000 934,000 150,000 16 Professional fees 2,360,000 1,130,000 1,230,000 109 Interest 26,000 8,000 18,000 225 Depreciation and amortization 755,000 461,000 294,000 64 Other administrative expenses 2,174,000 2,773,000 (599,000 ) (22 ) Total Operating Expenses$ 62,356,000 $ 49,561,000 $ 12,795,000 26 % Commissions, compensation, and fees increased$11,106,000 , or 26%, to$53,183,000 in the current quarter as compared to$42,077,000 recorded in the comparative period last year. Commissions, compensation, and fees include expenses based on commission revenue earned, investment banking and investment advisory revenues, as well as compensation to our non-broker employees. The increase is due to higher commissions revenue and therefore higher variable compensation expense. Commissions is our lowest margin business. In addition,$1.9 million in incremental expense is due to the Winslow acquisition. Cost-savings actions taken by us during the fiscal third quarter contributed to a reduction in our salary and benefits expenses. Clearing fees increased$119,000 , or 24%, to$611,000 in the current quarter as compared to$492,000 recorded in the comparative period last year. The increase is primarily due to the incremental expense as a result of the Winslow acquisition. Communications expenses increased$94,000 , or 13%, to$814,000 in the current quarter as compared to$720,000 recorded in the comparative period last year. The increase is primarily due to the incremental expense as a result of the Winslow acquisition.
Occupancy expenses increased
License and registration expense increased by$150,000 , or 16%, to$1,084,000 in the current quarter as compared to$934,000 recorded in the comparative period last year. This increase is attributable to new licenses for software applications as we continue to invest in and implement technology enhancements. Professional fees increased by$1,230,000 , or 109% to$2,360,000 in the current quarter as compared to$1,130,000 recorded in the comparative period last year. This increase is primarily due to legal and consulting fees related to theB. Riley proposal and business acquisition matters. 35 --------------------------------------------------------------------------------
Interest expense increased by
Depreciation and amortization expenses increased$294,000 , or 64% to$755,000 in the current quarter as compared to$461,000 recorded in the comparative period last year due to higher amortization expense for new customer list intangibles as a result of new business acquisitions. Other administrative expenses decreased$599,000 , or 22%, to$2,174,000 in the current quarter as compared to$2,773,000 recorded in the comparative period last year. This decrease as compared to the prior year quarter, is primarily due to higher costs for arbitration settlements recorded in the prior year quarter.
Nine Months Ended
Summary
Our nine months endedJune 30, 2020 resulted in an 8% increase in revenues and 11% increase in operating expenses as compared to the comparative period last year. Lower margin commission revenue replaced higher margin investment banking revenues, contributing to the higher increase in operating expenses.
Revenues
Total revenues increased$11,858,000 , or 8%, to$167,441,000 in the nine months endedJune 30, 2020 as compared to$155,583,000 recorded in the comparative period last year. Nine Months Ended June 30, Increase (Decrease) 2020 2019 Amount Percent Commissions$ 85,141,000 $ 65,246,000 $ 19,895,000 30 % Net dealer inventory gains 1,393,000 933,000 460,000 49 Investment banking 37,515,000 52,692,000 (15,177,000 ) (29 ) Investment advisory 25,371,000 18,949,000 6,422,000 34 Interest and dividends 3,389,000 4,430,000 (1,041,000 ) (23 ) Transaction fees and clearing services 6,216,000 5,202,000 1,014,000 19 Tax preparation and accounting 8,046,000 7,572,000 474,000 6 Other 370,000 559,000 (189,000 ) (34 ) Total Revenues$ 167,441,000 $ 155,583,000 $ 11,858,000 8 % Commissions increased$19,895,000 , or 30%, to$85,141,000 in the nine months endedJune 30, 2020 as compared to$65,246,000 recorded in the comparative period last year. Retail commissions increased due to COVID-19 related higher customer trading volumes in the current quarter and$2.3 million in incremental revenue due to the Winslow acquisition, compared to the slower period a year ago which was impacted by interest rate concerns, volatile markets and the impending government shutdown. Net dealer inventory gains increased$460,000 , or 49%, to$1,393,000 in the nine months endedJune 30, 2020 as compared to$933,000 recorded in the comparative period last year. The increase is primarily due to the incremental revenue as a result of the Winslow acquisition. Investment banking fees decreased$15,177,000 , or 29%, to$37,515,000 in the nine months endedJune 30, 2020 as compared to$52,692,000 recorded in the comparative period last year. The prior year was particularly strong in both our traditional investment banking business as well as our private shares business. Additionally due to the COVID-19 outbreak, investment banking and private share deals have been delayed, deferred and, in certain cases canceled. Investment advisory fees increased$6,422,000 , or 34%, to$25,371,000 in the nine months endedJune 30, 2020 as compared to$18,949,000 recorded in the comparative period last year. A net increase in assets under management, due to increased registered representative recruiting, market valuation levels, and the continuing reallocation of some client assets to our investment advisory business contributed to the increase. In addition,$2.6 million in incremental revenue is due to the Winslow acquisition. 36 -------------------------------------------------------------------------------- Interest and dividends decreased$1,041,000 , or 23%, to$3,389,000 in the nine months endedJune 30, 2020 as compared to$4,430,000 recorded in the comparative period last year. This decrease is primarily attributable to the drop in the Federal funds rate as interest rates trend towards zero.
Transaction fees and clearing services increased
Tax preparation and accounting fees increased$474,000 , or 6%, to$8,046,000 in the nine months endedJune 30, 2020 as compared to$7,572,000 recorded in the comparative period last year. The current period increase is attributable to revenue generated by new business acquisitions. Other revenue decreased$189,000 , or 34%, to$370,000 in the nine months endedJune 30, 2020 from$559,000 recorded in the comparative period last year. This decrease is primarily due to a decline of client participation in our fully paid stock lending program. Client participation in this program varies quarter to quarter. Operating Expenses
Total operating expenses increased
Nine Months Ended
June 30, Increase (Decrease)
2020 2019 Amount Percent
Commissions, compensation and fees $ 147,825,000 $ 132,120,000 $ 15,705,000 12 %
Clearing fees 1,689,000 1,781,000 (92,000 ) (5 )
Communications 2,587,000 2,239,000 348,000 16
Occupancy 3,742,000 2,872,000 870,000 30
License and registration 3,067,000 2,260,000 807,000 36
Professional fees 6,431,000 4,848,000 1,583,000 33
Interest 63,000 26,000 37,000 142
Depreciation and amortization 2,098,000 1,320,000 778,000 59
Other administrative expenses 6,133,000 9,484,000 (3,351,000 ) (35 )
Total Operating Expenses $ 173,635,000 $ 156,950,000 Commissions, compensation, and fees increased$15,705,000 , or 12%, to$147,825,000 in the nine months endedJune 30, 2020 as compared to$132,120,000 recorded in the comparative period last year. Commissions, compensation, and fees include expenses based on commission revenue, net dealer inventory gains, investment banking and investment advisory, as well as compensation to our non-broker employees. The increase is primarily related to higher commissions revenue and therefore higher variable compensation expense. Commissions is our lowest margin business. In addition,$3.9 million in incremental expense is due to the Winslow acquisition. Clearing fees decreased$92,000 , or 5%, to$1,689,000 in the nine months endedJune 30, 2020 , as compared to$1,781,000 recorded in the comparative period last year. This decrease is primarily due to higher charge backs to registered representatives for clearing fees offset in part by the incremental expense as a result of the Winslow acquisition. Communications expenses increased$348,000 , or 16%, to$2,587,000 in the nine months endedJune 30, 2020 , as compared to$2,239,000 recorded in the comparative period last year. The increase is primarily due to the incremental expense as a result of the Winslow acquisition. Occupancy expenses increased$870,000 , or 30%, to$3,742,000 in the nine months endedJune 30, 2020 , as compared to$2,872,000 recorded in the comparative period last year. The increase is primarily due to several small locations opened later in fiscal year 2019 as part of the company's geographical expansion as well as the incremental expense as a result of the Winslow acquisition.
License and registration fees increased
37
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Professional fees increased $1,583,000 , or 33%, to $6,431,000 in the nine months
ended June 30, 2020 , as compared to $4,848,000 recorded in the comparative
period last year. This increase is primarily due to legal and consulting fees
related to the B. Riley proposal and business acquisitions matters.
Interest expense increased
Depreciation and amortization expenses increased$778,000 , or 59%, to$2,098,000 in the nine months endedJune 30, 2020 , as compared to$1,320,000 recorded in the comparative period last year. Higher amortization expense for new customer list intangibles as a result of new business acquisitions contributed to the majority of the increase. Other administrative expenses decreased$3,351,000 , or 35%, to$6,133,000 in the nine months endedJune 30, 2020 , as compared to$9,484,000 recorded in the comparative period last year. This decrease as compared to the prior year period, is primarily due to higher costs for arbitration settlements recorded in the prior year period. NON-GAAP INFORMATION Management considers earnings before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, an important indicator in evaluating our business on a consistent basis across various periods. Due to the significance of non-recurring items, EBITDA, as adjusted, enables our Board and management to monitor and evaluate our business on a consistent basis. We use EBITDA, as adjusted, as a primary measure, among others, to analyze and evaluate financial and strategic planning decisions regarding future operating investments and potential acquisitions. We believe that EBITDA, as adjusted, eliminates items that are not part of our core operations, such as interest expense and amortization expense associated with intangible assets, or items that do not involve a cash outlay, such as stock-related compensation. EBITDA, as adjusted should be considered in addition to, rather than as a substitute for pre-tax income (loss), net income (loss) and cash flows from operating activities.
For the three months ended
For the nine months ended
The following table presents a reconciliation of EBITDA, as adjusted, to net
income (loss) as reported in accordance with generally accepted accounting
principles, or GAAP:
Three Months Ended Nine Months Ended
June 30, June 30,
2020 2019 2020 2019
Net income (loss) attributable to common
shareholders, as reported $ (722,000 ) $ 233,000 $ (4,078,000 ) $ (1,596,000 )
Interest expense 26,000 8,000 63,000 26,000
Income taxes (235,000 ) 88,000 (1,412,000 ) (652,000 )
Depreciation 255,000 168,000 750,000 509,000
Amortization 500,000 293,000 1,348,000 811,000
EBITDA (176,000 ) 790,000 (3,329,000 ) (902,000 )
Non-cash compensation expense 873,000 720,000 2,318,000 3,522,000
Forgivable loan amortization 262,000 167,000 649,000 500,000
Unrealized loss (gain) on the firm's
warrant portfolio 18,000 343,000 989,000 1,065,000
Real estate restructuring costs 91,000 - 98,000 -
Professional fee costs associated with
the B. Riley proposal 548,000 - 548,000 -
Legal and arbitration costs associated
with pre-fiscal 2017 lawsuits not
covered by insurance 113,000 - 297,000 -
New York City occupancy tax - fiscal
2007 through fiscal 2012 490,000 - 490,000 -
Gain on disposal of National Tax branch - - (297,000 ) -
EBITDA, as adjusted $ 2,219,000 $ 2,020,000 $ 1,763,000 $ 4,185,000
38-------------------------------------------------------------------------------- EBITDA, adjusted for non-cash compensation expense, forgivable loan amortization, unrealized loss (gain) on the firm's warrant portfolio, real estate restructuring costs, professional fee costs associated with theB. Riley proposal, legal and arbitration costs associated with pre-fiscal 2017 lawsuits not covered by insurance,New York City occupancy tax - fiscal 2007 through fiscal 2012 and gain on disposal of National Tax branch, is a key metric we use in evaluating our business. EBITDA and EBITDA, as adjusted, are considered non-GAAP financial measure as defined by Regulation G, promulgated by theSEC .
Liquidity and Capital Resources
Average balance during the
Ending balance at first nine months of fiscal year
June 30, ending September 30,
2020 2019 2020 2019
Cash $ 30,594,000 $ 25,331,000 $ 25,426,000 $ 27,487,000
Receivables from broker-dealers and
clearing organizations 3,645,000 3,252,000 3,441,000 3,356,000
Securities owned (excludes warrants) 3,128,000 2,115,000 4,545,000 1,874,000
Accrued commissions and payroll payable, accounts payable and accrued expenses 26,127,000 20,082,000 23,401,000 20,816,000 AtJune 30, 2020 and 2019 respectively, 35% and 44% of our total assets consisted of cash, securities owned and receivables from clearing brokers and other broker-dealers. The level of cash used in each asset class is subject to fluctuation based on market volatility, revenue production and trading activity in the marketplace. NSC is subject to the Net Capital Rule, which, among other things, requires the maintenance of minimum net capital. AtJune 30, 2020 , NSC had net capital of$8,103,137 which was$7,103,137 in excess of its required minimum net capital of$1,000,000 . NSC is exempt from the provisions of the Customer Protection Rule since it is an introducing broker-dealer that clears all transactions on a fully disclosed basis and promptly transmits all customer funds and securities to clearing brokers. WEC is also subject to the Net Capital Rule, which, among other things, requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined under the Net Capital Rule, shall not exceed 15 to 1. AtJune 30, 2020 , WEC had net capital of$1,163,064 which was$1,046,476 in excess of its required net capital of$116,588 . WEC's ratio of aggregate indebtedness to net capital was 1.5 to 1. WEC is exempt from the provisions of Rule 15c3-3 since it is an introducing broker-dealer that clears all transactions on a fully disclosed basis and promptly transmits all customer funds and securities to clearing brokers. Advances, dividend payments and other equity withdrawals from NSC and WEC are restricted by the regulations of theSEC , and other regulatory agencies. These regulatory restrictions may limit the amounts that NSC and WEC may dividend or advance to us. During the first three and nine months of fiscal 2020 and 2019, NSC and WEC were in compliance with the rules governing dividend payments and other equity withdrawals. We extend unsecured credit in the normal course of business to our brokers. The determination of the appropriate amount of the reserve for uncollectible accounts is based upon a review of the amount of credit extended, the length of time each receivable has been outstanding, and the specific individual brokers from whom the receivables are due. The objective of liquidity management is to ensure that we have ready access to sufficient funds to meet commitments, fund deposit withdrawals and efficiently provide for the credit needs of customers. Our primary sources of liquidity include our cash flow from operations and the sale of our securities and other financing activities. We believe that we have sufficient funds from operations to fund our ongoing operating requirements for at least the next twelve months. However, we may need to raise funds to enhance our working capital and for strategic purposes. We do not have any material commitments for capital expenditures. We routinely purchase computer equipment and technology to maintain or enhance the productivity of our employees and such capital expenditures amounted to$126,000 and$2,376,000 during the first nine months of fiscal 2020 and 2019, respectively. 39
-------------------------------------------------------------------------------- Certain of our subsidiaries have received loans from theSmall Business Administration's Payroll Protection Plan program, a significant part of theU.S. government's pandemic stimulus. We anticipate that our use of proceeds from the PPP loans may result in loans being forgiven. See Note 22 of the notes to the condensed consolidated financial statements for additional information.
Cash Flows - Operating Activities
Net cash (used in) provided by operating activities was
During the nine months ended
•
consisting primarily of (i)
expense, (ii)
(iii)
were partially offset by
• Changes in operating assets and liabilities consisting primarily of (i) a
$4,677,000 increase in other receivables, (ii) a$1,343,000 decrease in accounts payable, accrued expense and other liabilities and (iii) a$3,238,000 increase in forgivable loans receivable. These items were
partially offset by (i) a
a
During the nine months ended
•
consisting primarily of (i) $3,522,000 of stock-based compensation
expense, (ii) $1,320,000 of depreciation and amortization expense, and
(iii) $500,000 of amortization of forgivable loans; and
• Changes in operating assets and liabilities consisting primarily of (i) a
receivables, (iii) a
(iv) a
offset by (i) a
clearing organizations and (ii) a
Cash Flow - Investing Activities
Net cash used in investing activities was$2,081,000 and$1,987,000 for the nine months endedJune 30, 2020 and 2019, respectively. Net cash used in investing activities during the nine months endedJune 30, 2020 was primarily attributable to the acquisition of businesses and during the nine months endedJune 30, 2019 , was primarily attributable to the acquisition of businesses and the purchase of fixed assets.
Cash Flow - Financing Activities
Net cash provided by (used in) financing activities was$3,827,000 and$(1,207,000) for the nine months endedJune 30, 2020 and 2019, respectively. Net cash provided by (used in) financing activities for the nine months endedJune 30, 2020 , was primarily attributable to (i)$(328,000) for the repurchase of common stock for tax withholding, (ii)$(460,000) of contingent considerations payments, (iii)$(222,000) for principal payments under finance obligations, (iv)$(1,485,000) of distributions to non-controlling interest and (v)$6,497,000 of proceeds from PPP related loans. Net cash used in financing activities for the nine months endedJune 30, 2019 , was primarily attributable to the repurchase of common stock for tax withholding, principal payments under finance obligations and contingent consideration payments.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
INFLATION
We believe inflation has not had a material effect on our financial condition as ofJune 30, 2020 , andSeptember 30, 2019 , or on our results of operations and cash flows for the nine months endedJune 30, 2020 and 2019. 40
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