Knight/Trimark Group Inc. ? 26 August 1999 2 Improving Cost Advantages NITE announced an agreement whereby the company?s Nasdaq/OTC market-making unit, Knight Securities, will clear and settle trades through Merrill Lynch. Previously, NITE had outsourced the clearing function to PaineWebber. We view this mostly as a cost savings driven strategy on the part of NITE and also to establish a relationship with a firm that has global capabilities, while NITE explores broadening its business model internationally and in options market making. Specifically, we see 2 cost-related implications: 1) We believe the pact provides NITE with opportunities to improve on costs and profit margins. Due to the significant order flow NITE executes, the firm has managed to negotiate favorable clearing and execution fees in the past. We believe that NITE has further improved on its clearing fees whereby the firm?s clearing costs are among the lowest in the industry on a per trade basis. For 2000E, we see potential cost savings of approximately $10mm and pretax margins improving to nearly 40%. 2) NITE solidifies a low cost advantage in an increasingly competitive environment. NITE?s improvement on cost controls could have further positive implications as the industry faces increased competition among market makers and alternative trading systems as well as the possibility of reduced bid-ask spreads when stock exchanges switch to decimal pricing from the current fraction pricing environment in the Summer of 2000. When decimalization occurs, we believe firms with high cost structures may be forced to make a market in fewer stocks, which could provide a boost in market share improvements for NITE. In addition, reduced spreads triggered by decimalization could provide opportunities to improve costs as payment for order flow is likely to dramatically decrease. Summer Slowdown Separately, we are reducing our 1999 earnings estimate from $1.65 to $1.60 p.s. due to slower trading volumes. We are lowering our 3Q estimate from $0.42 to $0.38 p.s. Although we anticipated a seasonally slower trading quarter, our estimate reduction stems from slight market share slippage in Nasdaq/OTC volumes. Specifically, market share has declined from 18.2% in 2Q99 to 16.5% quarter-to-date, according to data compiled by AutEx. We believe this decrease is due to slower trading activity this quarter in small-cap and OTC bulletin board stocks in which NITE holds an estimated 40% market share. Though market share has dipped a bit, NITE still holds an overall leading market share which is up from only 11% in 3Q98. For 2000E, we are slightly reducing our revenue estimate from $1,031mm to $997mm while leaving our EPS estimate unchanged at $1.95 p.s. Because NITE?s business model relies on trading activity and is heavily weighted in small cap stocks, our revenue revision assumes a slightly slower improvement in market shares. Our EPS estimate remains unchanged despite lower revenue assumptions due to improved profit margins from variable costs tied to trading activity and reduced clearing costs through the Merrill Lynch pact. Valuation We believe the stock is attractively valued given the recent weakness in the stock over the last few months. We see a 12-18 month price objective of $60 based on our discounted cash flow model. Our valuation assumes long term earnings growth of 20-25%, sustainable ROEs over 30%, and a cost of capital of 17.5%. We reaffirm our Accumulate/Buy investment rating. [NITE] MLPF&S was a manager of the most recent public offering of securities of this company within the last three years. [NITE] The securities of the company are not listed but trade over-the-counter in the United States. In the US, retail sales and/or distribution of this report may be made only in states where these securities are exempt from registration or have been qualified for sale. MLPF&S or its affiliates usually make a market in the securities of this company. Opinion Key [X-a-b-c]: Investment Risk Rating(X): A - Low, B - Average, C - Above Average, D - High. Appreciation Potential Rating (a: Int. Term - 0-12 mo.; b: Long Term - >1 yr.): 1 - Buy, 2 - Accumulate, 3 - Neutral, 4 -Reduce, 5 - Sell, 6 - No Rating. Income Rating(c): 7 - Same/Higher, 8 - Same/Lower, 9 - No Cash Dividend. Copyright 1999 Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S). This report has been issued and approved for publication in the United Kingdom by Merrill Lynch, Pierce, Fenner & Smith Limited, which is regulated by SFA, and has been considered and issued in Australia by Merrill Lynch Equities (Australia) Limited (ACN 006 276 795), a licensed securities dealer under the Australian Corporations Law. The information herein was obtained from various sources; we do not guarantee its accuracy or completeness. Additional information available. Neither the information nor any opinion expressed constitutes an offer, or an invitation to make an offer, to buy or sell any securities or any options, futures or other derivatives related to such securities ("related investments"). MLPF&S and its affiliates may trade for their own accounts as odd-lot dealer, market maker, block positioner, specialist and/or arbitrageur in any securities of this issuer(s) or in related investments, and may be on the opposite side of public orders. MLPF&S, its affiliates, directors, officers, employees and employee benefit programs may have a long or short position in any securities of this issuer(s) or in related investments. MLPF&S or its affiliates may from time to time perform investment banking or other services for, or solicit investment banking or other business from, any entity mentioned in this report. 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