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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of June 1998
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MFC BANCORP LTD.
(Exact Name of Registrant as specified in its charter)
6 Rue Charles-Bonnet, 1206 Geneva, Switzerland
(41 22) 818-2999
(Address and telephone number of executive office)
(Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F).
[X] Form 20-F [ ] Form 40-F
(Indicate by check mark whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934).
Yes [ ] No [X]
(If "Yes" is marked, indicate below the file number assigned to the Registrant
in connection with Rule 12g3-2(b): 82- ___________________ ).
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MFC BANCORP LTD.
1998 FIRST QUARTER REPORT
TO SHAREHOLDERS
MARCH 31, 1998
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent that they are not
based on historical events, constitute forward-looking
statements within the meaning of the United States Private
Securities Litigation Reform Act of 1995. These statements
appear in a number of different places in this report and
include statements regarding the intent, belief or current
expectations of MFC Bancorp Ltd., and its directors and
officers, primarily with respect to the future market size and
future operating performance of MFC Bancorp Ltd. and its
subsidiaries. Forward-looking statements include, without
limitation, statements regarding the outlook for future
operations, forecasts of future costs and expenditures,
evaluation of market conditions, the outcome of legal
proceedings, the adequacy of reserves, or other business
plans. Investors are cautioned that any such forward-looking
statements are not guarantees and may involve risks and
uncertainties, and that actual results may differ from those
in the forward-looking statements as a result of various
factors such as general economic and business conditions,
including changes in interest rates, prices and other economic
conditions; actions by competitors; natural phenomena; actions
by government authorities, including changes in government
regulation; uncertainties associated with legal proceedings;
technological development; future decisions by management in
response to changing conditions; the ability to execute
prospective business plans; and misjudgments in the course of
preparing forward-looking statements.
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MFC BANCORP LTD.
1998 FIRST QUARTER REPORT
President's Letter to Shareholders:
We are pleased to enclose the Company's first quarter results for 1998. The
Company is in the financial services business specializing in private and
investment banking internationally. The Company's banking business is conducted
by its wholly-owned subsidiary, MFC Merchant Bank S.A. (the "Bank"), a licensed
full-service Swiss bank acquired in early February 1997. In the third quarter of
1997, the Company acquired Bank Rinderknecht AG ("BRA"), which was active in
private banking and securities trading for Swiss and foreign customers since
1870. Following the acquisition, the Company merged BRA with the Bank. The Bank
does not engage in commercial or real estate lending.
Private banking focuses on asset management, "securities brokerage" services and
servicing the Bank's worldwide base of clients, including corporations, small to
mid-sized institutions and high net-worth individuals. Investment banking
services include providing finance and advisory services to clients with respect
to corporate finance transactions and underwriting issuances of securities.
The Bank requires substantially less regulatory capital than traditional North
American banks as the majority of its customer deposits are placed in the
European fiduciary market. Such placements are off-balance sheet items which
allow the Bank to generate enhanced fee income without tying up significant
amounts of its capital.
The Company also conducts proprietary investing/merchant banking activities,
which consist of the Company using its own resources and expertise to invest for
it own account. These activities concentrate on the identification and
acquisition of control of undervalued assets and the development and realization
of the full potential thereof. The Company invests globally with the objective
of maximizing total return measured through both long-term appreciation and
recognized gains.
In the first quarter of 1998, the Company continued to realize increases in
revenues and earnings, primarily as a result of the growth in financial services
fees and increased investing activities. The Company's personalized approach to
client development for both its private and investment banking activities has
continued to increase its client base. The Company will continue to focus on
providing its clients with creative solutions through both its existing
operations and strategic acquisitions and alliances.
The Company has established a solid foundation for its financial services
business and looks forward to continued growth in 1998.
Respectfully submitted,
(Signed)
M.J. Smith
President
June 1998
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MFC BANCORP LTD.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
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MFC BANCORP LTD.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, 1998 MARCH 31, 1998 MARCH 31, 1997
-------------- -------------- --------------
(U.S. Dollars) (Canadian Dollars)
Information
Only
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 41,979 $ 59,467 $ 22,381
Securities 47,754 67,649 57,188
Loans 20,115 28,495 23,074
Receivables 26,162 37,061 22,863
Property held for sale 4,447 6,299 8,296
Notes receivable 6,196 8,777 16,346
Excess cost of net assets acquired 14,006 19,841 18,239
Premises and equipment 1,886 2,671 1,023
Prepaid and other 3,777 5,350 725
-------------- -------------- --------------
$ 166,322 $ 235,610 $ 170,135
============== ============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $ 16,003 $ 22,670 $ 9,556
Accounts payable and accrued expenses 26,823 37,997 16,629
Debt 29,290 41,492 39,451
Accrued losses, claims and settlement expenses 3,710 5,256 8,968
-------------- -------------- --------------
75,826 107,415 74,604
Minority interest 1,964 2,782 2,705
Shareholders' equity
Preferred stock -- -- 12,832
Common stock 50,560 71,623 53,449
Cumulative translation adjustment (1,071) (1,519) 490
Retained earnings 39,043 55,309 26,055
-------------- -------------- --------------
88,532 125,413 92,826
-------------- -------------- --------------
$ 166,322 $ 235,610 $ 170,135
============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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MFC BANCORP LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31, 1998 MARCH 31, 1998 MARCH 31, 1997
-------------- -------------- --------------
(U.S. Dollars) (Canadian Dollars)
Information
Only
<S> <C> <C> <C>
Revenues
Banking and financial services fees $ 7,546 $ 10,794 $ 2,293
Investments 15,157 21,680 11,584
Other 224 321 260
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22,927 32,795 14,137
Expenses
Investments 13,156 18,819 8,610
General and administrative 3,985 5,700 3,454
Interest 863 1,234 1,246
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18,004 25,753 13,310
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Income before income taxes 4,923 7,042 827
Provision for income taxes (69) (98) (20)
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4,854 6,944 807
Minority interest 11 16 14
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Net income $ 4,865 $ 6,960 $ 821
============== ============== ==============
Earnings per share
Basic $ 0.39 $ 0.56 $ 0.06
============== ============== ==============
Fully diluted $ 0.36 $ 0.52 $ 0.06
============== ============== ==============
Weighted average number of shares
outstanding (in thousands) 13,956 13,956 12,518
============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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MFC BANCORP LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, 1998 MARCH 31, 1997
-------------- --------------
<S> <C> <C>
Inflow (outflow) of cash and cash equivalents related to the
following activities:
Operating
Net income $ 6,960 $ 821
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Items not affecting cash
Depreciation and amortization 357 313
Loss (Gain) on sales of investments 397 (149)
Gain on debt extinguishment -- (1,137)
Minority interest (16) (14)
Other 74 41
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7,772 (125)
Changes in current assets and liabilities
Investments 5,847 (1,170)
Receivables (16,471) (1,141)
Properties held for sale (17) (19)
Accounts payable and accrued expenses 16,202 (2,408)
Accrued losses, claims and unearned premiums (1,206) (1,912)
Other (23) 25
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12,104 (6,750)
Financing
Increase (decrease) in deposits (6,801) 2,918
Debt repayments -- (1,018)
Issuance of shares 1,255 --
Other -- 254
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(5,546) 2,154
Investing
Decrease (increase) in loans 13,307 (2,178)
Purchase of subsidiaries, net of cash acquired (143) 11,592
Other 64 --
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13,228 9,414
Exchange rate effect on cash and cash equivalents (2,541) --
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Increase in cash and cash equivalents 17,245 4,818
Cash and cash equivalents
Beginning of period 42,222 17,563
-------------- --------------
End of period $ 59,467 $ 22,381
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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MFC BANCORP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1998
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The consolidated financial statements contained herein include the accounts of
MFC Bancorp Ltd. and its subsidiaries (the "Company").
The interim period consolidated financial statements have been prepared by the
Company in accordance with Canadian generally accepted accounting principles.
All financial summaries included are presented on a comparative and consistent
basis showing the figures for the corresponding period in the preceding year.
The preparation of financial data is based on accounting principles and
practices consistent with those used in the preparation of annual financial
statements. Certain information and footnote disclosure normally included in
consolidated financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These interim period
statements should be read together with the audited consolidated financial
statements and the accompanying notes included in the Company's latest annual
report on Form 20-F. In the opinion of the Company, its unaudited interim
consolidated financial statements contain all adjustments necessary in order to
present a fair statement of the results of the interim periods presented.
Certain reclassifications have been made to the prior period financial
statements to conform with the current period presentation.
NOTE 2. NATURE OF BUSINESS
The Company is in the financial services business and its principal activities
focus on private and investment banking.
NOTE 3. EARNINGS PER SHARE
Basic earnings per share is computed on the weighted average number of shares
outstanding during the period. For the calculation of fully diluted earnings per
share, under Canadian generally accepted accounting principles, options are
deemed to be exercised at the date of grant and convertible securities are
deemed to be converted at the date of issuance.
Under U.S. generally accepted accounting principles, options affect diluted
earnings per share when "in-the-money".
NOTE 4. REPORTING CURRENCY
The Company reports its results in Canadian dollars. Certain amounts herein have
also been reported in U.S. dollars for reference purposes. Amounts reported in
U.S. dollars have been translated from Canadian dollars at a rate of U.S. $1.00
= Canadian $1.4166 for period end purposes and U.S. $1.00 = Canadian $1.4304 for
the three months ended March 31, 1997.
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MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations and the
financial condition of the Company for the three months ended March 31, 1998
should be read in conjunction with the consolidated financial statements and
related notes included elsewhere herein. In this document, unless the context
otherwise requires, the "Company" refers to MFC Bancorp Ltd. and its
subsidiaries and all references to monetary amounts are in Canadian dollars
unless otherwise indicated. Selected financial information has also been
provided in U.S. dollars for information purposes.
RESULTS OF OPERATIONS -- THREE MONTHS ENDED MARCH 31, 1998
The Company operates in the financial services business, specializing in private
and investment banking internationally. It also engages in proprietary
investing/merchant banking activities for its own account. The Company conducts
its banking activities through its wholly-owned subsidiary, MFC Merchant Bank
S.A., which was acquired in February 1997. In addition, the Company acquired the
MFC Securities group of companies and Bank Rinderknecht AG in the second and
third quarters of 1997, respectively. As a result, the Company had new sources
of revenue in the first quarter of 1998 as compared to the first quarter of
1997, which have had a substantial effect on the Company's operating results and
financial position in the first quarter of 1998.
Revenues in the first quarter of 1998 increased by approximately 132% to $32.8
million from $14.1 million in the comparative quarter of 1997. In the current
quarter, revenues from purchases and sales of investment securities increased to
$21.7 million from $11.6 million in the comparative period. In the first quarter
of 1998, revenues from banking and financial services fees increased to $10.8
million from $2.3 million in the comparative period of 1997.
Costs and expenses increased to $25.8 million in the three months ended March
31, 1998 from $13.3 million in the three months ended March 31, 1997. In the
current quarter, costs from sales of investment securities increased to $18.8
million from $8.6 million in the comparative period. General and administrative
expenses increased to $5.7 million in the current period from $3.5 million in
the same period of 1997. Interest expense was $1.2 million during the three
months ended March 31, 1998 and 1997, respectively.
Net earnings in the quarter ended March 31, 1998 increased to $7.0 million or
$0.56 per share on a basic basis ($0.52 per share on a fully diluted basis) from
$0.8 million or $0.06 per share on a basic and fully diluted basis in the same
period of 1997. Increased revenues from investment securities and banking and
financial services fees contributed to improved earnings in the current quarter,
which were partially offset by increased expenses related to investment
securities.
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LIQUIDITY AND CAPITAL RESOURCES
The following table is a summary of selected financial information concerning
the Company for the periods indicated:
<TABLE>
<CAPTION>
MARCH 31, MARCH 31,
------------------------- -------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
(U.S. Dollars (Canadian Dollars
in thousands, except cash in thousands, except cash
flow per share) flow per share)
Information Only
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 41,979 $ 16,168 $ 59,467 $ 22,381
Securities 47,754 41,312 67,649 57,188
Total assets 166,322 122,903 235,610 170,135
Accrued losses, claims and settlement expenses 3,710 6,478 5,256 8,968
Debt 29,290 28,499 41,492 39,451
Shareholders' equity 88,532 67,056 125,413 92,826
Cash flow(1) 5,433 (92) 7,772 (125)
Cash flow per share 0.39 (0.01) 0.56 (0.01)
</TABLE>
- ---------------
(1) From operating activities before changes in current assets and liabilities.
At March 31, 1998, the Company's cash and cash equivalents were $59.5 million,
compared to $22.4 million at March 31, 1997. At March 31, 1998, the Company had
securities of $67.6 million, compared to $57.2 million at March 31, 1997.
Operating Activities
Operating activities provided cash of $12.1 million in the three months ended
March 31, 1998, compared to using cash of $6.8 million for the same period in
1997, primarily as a result of the increase in net income, a decrease in
investments and an increase in accounts payable and accrued expenses. A decrease
in investments provided cash of $5.8 million in the three months ended March 31,
1998, compared to an increase in investments using cash of $1.2 million in the
three months ended March 31, 1997. An increase in accounts payable and accrued
expenses provided cash of $16.2 million in the three months ended March 31,
1998, compared to a decrease in same using cash of $2.4 million in the three
months ended March 31, 1997. An increase in receivables used cash of $16.5
million in the current period of 1998, compared to $1.1 million in the
comparative period of 1997. During the first quarter of 1997, the Company
recognized earnings of $1.1 million on the extinguishment of debt. The Company
expects to generate sufficient cash flow from operations to meet its working
capital requirements.
Financing Activities
Financing activities used cash of $5.5 million in the three months ended March
31, 1998, compared to providing cash of $2.2 million in the same period in 1997.
In the first quarter of 1997, the Company used $1.0 million to reduce
indebtedness. A decrease in deposits used cash of $6.8 million during the
current period, compared to an increase in deposits providing cash of $2.9
million in the comparative period of 1997. Cash provided from the issuance of
shares was $1.3 million in the three months ended March 31, 1998, as a result of
shares issued under the Company's stock option plan.
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Investing Activities
Investing activities provided cash of $13.2 million in the first quarter of
1998, compared to $9.4 million in the comparative period of 1997. The purchase
of subsidiaries, net of cash acquired, used cash of $0.1 million in the current
period, compared to providing cash of $11.6 million in the same period of 1997.
During the first quarter of 1998, a decrease in loans provided cash of $13.3
million, compared to an increase in loans using cash of $2.2 million in the
comparative period of 1997.
The Company anticipates that there will be further purchases of businesses or
commitments to projects during 1998. To achieve its long-term goals of expanding
its asset-base and earnings, both with respect to client services and
proprietary investments, the Company may require substantial capital resources.
The necessary resources will be generated from cash flow from operations, cash
on hand, borrowing against its assets and/or the sale of assets.
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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.
<TABLE>
<S> <C> <C>
Registrant: MFC BANCORP LTD.
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By: /s/ Michael J. Smith
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MICHAEL J. SMITH, PRESIDENT
Date: June 1, 1998
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</TABLE>
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