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 light of the dynamics created by COVID-19 and its impact on the global supply chain and banks, oil, travel and leisure including the temporary closure of businesses deemed non-essential across the United States, we anticipate lower transaction volumes from our institutional clients. As a result of this pandemic, the majority of our employees are working remotely, including our order execution services. However, there has been 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. The sponsored conferences are taking place as planned using virtual service providers. While at the present time, the Company is unable to estimate the potential impact of COVID-19 on its financial condition, a significant prolonged disruption in the financial markets leading to materially lower trading activity of the Company's clients would have a material adverse effect on the Company's revenue, operating results and financial position. Any potential impact to our results of operations and financial condition will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain COVID-19 or treat its impact, all of which are beyond our control. We will continue to monitor the virus' impact on our customers, clients, and financial results.



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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,
                                     2021                2020
Revenues
Commissions                      $         656       $       1,039
Principal transactions                      (3 )                (1 )
Dividends and interest                       9                  36
Underwriting fees                            6                  30
Sales manager fees                           -                 335
Other revenues                              10                   3
Total revenues                             678               1,443
Expenses
Compensation and related costs             688               1,143
Clearing charges                           185                 303
General and administrative                 289                 311
Occupancy and equipment                     79                 104
Total expenses                           1,240               1,862
Loss before income tax benefit            (562 )              (419 )
Income tax benefit                           -                (137 )
Net loss                         $        (562 )     $        (282 )

Net loss per share
Basic and diluted                $       (0.94 )     $       (0.47 )



                                   Three Months Ended March 31,
                                     2021                2020
Revenues
Commissions                      $         656       $       1,039
Principal transactions                      (3 )                (1 )
Dividends and interest                       9                  36
Underwriting fees                            6                  30
Sales manager fees                           -                 335
Other revenues                              10                   3
Total revenues                             678               1,443
Expenses
Compensation and related costs             688               1,143
Clearing charges                           185                 303
General and administrative                 289                 311
Occupancy and equipment                     79                 104
Total expenses                           1,240               1,862
Loss before income tax benefit            (562 )              (419 )
Income tax benefit                           -                (137 )
Net loss                         $        (562 )     $        (282 )

Net loss per share
Basic and diluted                $       (0.94 )     $       (0.47 )

Three Months Ended March 31, 2021 as Compared to the Three Months Ended March 31, 2020

Revenues

Institutional research service revenues were $.7 million for three months ended March 31, 2021, $0.7 million, or 53.0%, lower than total revenues of $1.4 million for the three months ended March 31, 2020. Institutional research services revenues by revenue component, excluding principal transactions and dividends and interest, were as follows (dollars in thousands):



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                           Three Months Ended March 31,           Increase (Decrease)
                          2020                   2019               $                %
Commissions            $       591         $            937     $    (346 )        -36.9 %
Hard dollar payments            64                      102           (38 )        -36.9 %
                               656                    1,039     $    (383 )        -36.9 %
Underwriting fees                6                       30           (24 )        -79.0 %
Sales manager fees               -                      335          (335 )          n/a
Total                  $       662         $          1,404     $    (742 )        -52.9 %


Commissions and hard dollar payments in the 2021 period were $0.7 million, a $0.4 million, or 36.9%, decrease from $1.0 million in the 2020 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, 2021 and 2020, respectively, G.research earned $0.4 million and $0.7 million, or approximately 57% and 62%, 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").

The Company participated as agent in the secondary offerings of the GAMCO Global Gold, Natural Resources & Income Trust ("GGN"). Pursuant to sales agreements between the parties, the Company earned sales manager fees related to this offering of $0.0 million and $.3 million for the three months ended March 31, 2021 and 2020, respectively.

Principal Transactions

During the three months ended March 31, 2021 and 2020, net losses from principal transactions were negligible.

Interest and dividend income declined $0.03 million to $0.01 million in 2021 from $0.04 million in 2020 primarily due to lower cash and cash equivalents balances.

Expenses

Total expenses were $1.2 million for the three months ended March 31, 2021, a decrease of $0.7 million, or 33.4%, from $1.9 million in the 2020 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 $0.7 million for the three months ended March 31, 2021, a decrease of $0.4 million from $1.1 million for the three months ended March 31, 2020 and was due to headcount reductions.

Income Tax Benefit

We recorded an income tax provision (benefit) of $0 and $(136,651) for the three months ended March 31, 2021 and 2020, respectively. The effective tax rate was (.01)% and 32.6% for the periods ended March 31, 2021 and 2020, respectively.

Net Loss

Net loss for the three months ended March 31, 2021 was $0.6 million versus $0.3 million for the three months ended March 31, 2020.



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