<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 1997
Commission File Number 0-25056
-------
MAXCOR FINANCIAL GROUP INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 59-3262958
------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Two World Trade Center
New York, New York 10048
-------------------------------
(Address of principal executive office)
(212) 748-7000
-------------------------------
(Registrant's telephone
number, including area code)
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---- ----
The number of shares of common stock, par value $.001 per share,
of registrant outstanding as of November 12, 1997 was 8,949,656.
The Exhibit Index is on Page 24
Page 1 of 25 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
INDEX
-----
Page
-----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited): 3
Consolidated Statement of Financial Condition 4
Consolidated Statement of Income 6
Consolidated Statement of Changes in
Stockholders' Equity 7
Consolidated Statement of Cash Flows 8
Notes to the Consolidated Financial Statements 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 22
Signatures 23
Exhibit Index 24
Page 2 of 25 Pages
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------
September 30, 1997
------------------
(Unaudited)
Page 3 of 25 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
---------------------------------------------
September 30, 1997 December 31, 1996
------------------ -----------------
(unaudited)
ASSETS
Cash and cash equivalents $13,677,524 $18,231,926
Restricted cash 1,858,518 1,968,851
Commissions receivable 17,662,745 18,558,643
Equity in affiliated companies 2,653,566 2,756,741
Receivable from clearing firm 2,750,531 2,200,062
Deposits with clearing organizations
(Includes cash of $264,804 and U.S.
Treasury bills of $8,342,912 at
September 30, 1997) 8,607,716 7,181,992
Securities owned 3,366,773 8,751,276
Receivable from broker-dealers and
customers 5,803,548 9,042,613
Prepaid expenses and other assets 5,535,867 6,177,118
Deferred tax asset 5,514,119 6,662,193
Furniture, equipment and leasehold
improvements 11,795,826 13,624,500
Intangible assets 1,709,290 2,016,800
----------- -----------
Total assets $80,936,023 $97,172,715
=========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
Page 4 of 25 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
---------------------------------------------
(continued)
September 30, 1997 December 31, 1996
------------------- -----------------
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Short-term borrowings $ 5,802,491 $ 9,688,983
Accounts payable and accrued liabilities 18,438,579 17,336,032
Accrued compensation payable 12,900,352 22,973,060
Income taxes payable 2,463,477 1,804,543
Obligations under capitalized leases 1,103,519 1,428,764
Securities sold, not yet purchased 1,724,531
Payable to broker dealers and customers 1,826,250
Deferred taxes payable 719,324 719,324
Notes payable 6,142,901 7,379,762
----------- -----------
47,570,643 64,881,249
----------- -----------
Minority interest in consolidated subsidiaries (284,731) (159,408)
----------- -----------
Stockholders' equity:
Preferred stock, $.001 par value; 1,000,000
shares authorized, none issued and outstanding
at September 30, 1997 and December 31, 1996
Common stock, $.001 par value; at December 31, 1996,
30,000,000 shares authorized, 8,949,656 shares
issued and outstanding; at September
30, 1997, 30,000,000 shares authorized,
9,011,294 shares issued and 8,949,656 shares
outstanding (Notes 1 and 2) 8,950 8,950
Additional paid-in capital 33,533,867 33,533,867
Treasury stock (227,932)
Accumulated deficit (2,327,250) (3,546,081)
Foreign translation adjustment 2,662,476 2,454,138
----------- -----------
Total stockholders' equity 33,650,111 32,450,874
----------- -----------
Total liabilities and stockholders' equity $80,936,023 $97,172,715
=========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
Page 5 of 25 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENT OF INCOME
--------------------------------
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
---------------- ----------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenue:
Commission income $42,355,643 $44,605,416 $128,472,164 $134,686,240
Interest income 420,643 482,846 1,244,431 1,323,677
Other income (expense) 110,649 (11,480) 539,455 153,038
-------------- -------------- ------------- -------------
42,886,935 45,076,782 130,256,050 136,162,955
-------------- -------------- ------------- -------------
Costs and expenses:
Payroll and related costs 27,221,761 29,218,669 81,368,107 83,585,132
Communication costs 3,729,294 5,008,038 12,215,211 13,391,973
Travel and entertainment 2,636,848 2,732,150 8,024,132 8,101,924
Occupancy costs 1,402,485 1,728,389 4,504,397 4,761,747
Depreciation and amortization 1,346,129 1,091,552 4,003,548 3,409,387
Clearing fees 1,559,226 1,106,666 4,815,787 3,223,032
General, administrative and
other expenses 2,350,601 2,172,911 6,039,157 6,236,693
Interest expense 220,836 180,602 668,099 480,124
-------------- -------------- ------------- -------------
40,467,180 43,238,977 121,638,438 123,190,012
============== ============== ============= =============
Income before provision for
income taxes and
minority interest 2,419,755 1,837,805 8,617,612 12,972,943
Provision for income taxes 1,935,963 1,677,498 6,369,915 7,764,379
-------------- -------------- ------------- -------------
Income before minority interest 483,792 160,307 2,247,697 5,208,564
Minority interest in consolidated
subsidiaries (405,964) 621,729 (1,028,866) 174,709
-------------- -------------- ------------- -------------
Net income $ 77,828 $ 782,036 $ 1,218,831 $ 5,383,273
============== ============== ============= =============
Average common shares outstanding
(Note 1) 8,949,656 8,949,656 8,949,656 8,949,656
Earnings per share (Note 1) $ .01 $ .09 $ .14 $ .60
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 6 of 25 pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
---------------------------------------------------------
FOR THE PERIODS ENDED DECEMBER 31, 1996 AND SEPTEMBER 30, 1997 (unaudited)
--------------------------------------------------------------------------
<TABLE>
<CAPTION>
Notes
Additional receivable Foreign
Common paid-in Treasury Accumulated from translation
stock capital stock deficit stockholders adjustments Total
----- ------- ----- ------- ----------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1995 $4,258 $48,193,040 ($10,177,107) ($7,251,041) ($2,243,709) $2,865,823 $31,391,264
Retirement of
treasury stock (2,587) (10,174,520) 10,177,107
Net income for
the year ended
December 31, 1996 3,704,960 3,704,960
Foreign
translation
adjustment (411,685) (411,685)
Recapitalization
in connection
with the Merger:
Retirement of
EBIC stock (1,671) 1,671
Issuance of
shares to EBIC
shareholders 8,950 18,234,300 18,243,250
Cash consideration
paid to EBIC shareholders (21,955,012) (21,955,012)
Repayment of
stockholder notes 2,243,709 2,243,709
Expenses incurred in
connection with Merger (765,612) (765,612)
---------- -------------- ------------ ------------ ------------- ----------- ------------
Balance at
December 31, 1996 8,950 33,533,867 (3,546,081) 2,454,138 32,450,874
Net income for the
nine months ended
September 30, 1997 1,218,831 1,218,831
Acquisition of
treasury stock (227,932) (227,932)
Foreign translation
adjustment 208,338 208,338
---------- -------------- ------------ ------------ ------------- ----------- ------------
Balance
at September 30, 1997 $8,950 $33,533,867 ($ 227,932) ($2,327,250) $ $2,662,476 $33,650,111
========== ============== ============ ============ ============= =========== ============
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
Page 7 of 25 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(unaudited)
For the Nine Months Ended
September 30, 1997 September 30, 1996
------------------- ------------------
Cash flows from operating activities:
Net income $1,218,831 $5,383,273
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 4,003,548 3,409,387
Provision for doubtful accounts 60,369 (91,728)
Undistributed earnings of affiliates (1,661,898) (961,855)
Minority interest in consolidated
subsidiaries (269,532) (1,061,269)
Imputed interest expense 64,279 80,156
Amortization of deferred expenses 1,092
Deferred income taxes 1,099,614 396,897
Change in assets and liabilities:
Increase in restricted cash (770)
Decrease (increase) in commissions
receivable 448,528 (2,224,103)
Increase in receivable from clearing firm (550,469) (1,151,164)
Increase in deposits with clearing
organizations (1,436,269) (5,171,857)
Decrease (increase) in securities owned 5,384,503 (4,971,218)
Decrease in receivable from broker dealers
and customers 3,239,065
Decrease in prepaid expenses and
other assets 2,013,924 452,003
(Decrease) increase in short-term
borrowings (3,886,492) 315,080
Increase in accounts payable and
accrued liabilities 1,393,281 4,666,462
Decrease in accrued compensation payable (9,645,707) (2,968,478)
Increase (decrease) in income taxes payable 880,181 (4,752,947)
Decrease in securities sold, not
yet purchased (1,724,531)
(Decrease) increase in payable to
broker dealers and customers (1,826,250) 2,614,975
----------- -----------
Net cash provided by operating activities (1,195,025) (6,036,064)
----------- -----------
Cash flows from investing activities:
Purchase of fixed assets (2,245,957) (2,914,170)
Proceeds from the sale of subsidiary 322,622
Sale of exchange membership 140,000 101,602
(Increase) decrease in minority interest
in consolidated subsidiaries (46,073) 676,227
----------- -----------
Net cash used in investing activities (1,829,408) (2,136,341)
----------- -----------
The accompanying notes are an integral part of these
consolidated financial statements.
Page 8 of 25 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(unaudited) (continued)
For the Nine Months Ended
September 30, September 30,
1997 1996
------------ ------------
Cash flows from financing activities:
Repayment of notes receivable from stockholders 2,243,709
Issuance of shares in connection with Merger 18,284,859
Expenses incurred in connection with Merger (738,807)
Cash merger consideration paid to
EBIC shareholders (21,955,012)
(Decrease) increase in notes payable (1,099,509) 1,101,069
Decrease in obligations under capitalized leases (249,202) (467,546)
Acquisition of treasury stock (227,932)
Increase in minority shareholders 20,591
----------- -----------
Net cash used in financing activities (1,556,052) (1,531,728)
----------- -----------
Effect of exchange rate changes on cash 26,084 153,206
----------- -----------
Net decrease in cash and cash equivalents (4,554,401) (9,550,927)
Cash and cash equivalents at beginning
of period 18,231,925 27,013,350
----------- -----------
Cash and cash equivalents at end of period $13,677,524 $17,462,423
=========== ===========
Supplemental disclosures of cash flow information:
Interest paid $ 328,430
Income taxes paid 3,110,437 $ 7,782,035
Supplemental disclosure of non cash activities:
Reductions of common stock and additional paid
in capital in connection with the retirement
of Treasury Stock $10,177,107
The accompanying notes are an integral part of these
consolidated financial statements.
Page 9 of 25 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
---------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
(unaudited)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION:
- ------------------------------------------------
Maxcor Financial Group Inc. ("the Company") was incorporated in Delaware in
August 1994 under the name of Financial Services Acquisition Corporation, with
the objective of acquiring or merging with an operating business in the
financial services industry. On August 16, 1996, the Company acquired Euro
Brokers Investment Corporation ("EBIC"), a privately-held international and
domestic inter-dealer broker, in a merger transaction (the "Merger"). The
Company changed its name to Maxcor Financial Group Inc. in June 1997.
EBIC, incorporated in December 1986, through its subsidiaries and affiliates is
primarily an inter-dealer broker of money market instruments, derivative
products and selected securities, with offices in major financial centers,
including New York, London, Tokyo, Toronto and Mexico City, and correspondent
relationships with other brokers throughout the world. EBIC and its affiliates
currently comprise substantially all of the Company's business and assets.
The Merger has been accounted for as a recapitalization of EBIC, with the
issuance of shares by EBIC for the net assets of the Company. The historical
assets of the Company and EBIC have been reflected in the statement of financial
condition at their respective book values. The consolidated results of
operations and financial position of the Company for periods and dates prior to
the Merger are the consolidated historical results of operations and financial
position of EBIC for such periods and dates.
The number of shares of the common stock, par value $.001 per share ("Common
Stock"), of the Company outstanding and related earnings per share information,
as presented in the Company's audited consolidated financial statements as of
and for the year ended December 31, 1996 included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1996 (the "1996 Form 10-K"), were
presented on a pro forma basis, as if all shares anticipated to be issued in the
Merger (9,011,295) had been issued and were outstanding for the merged and
recapitalized entity at December 31, 1996 and for the entire period. This number
of shares outstanding and related earnings per share information has now been
restated to reflect actual shares issued and outstanding at December 31, 1996 of
8,949,656, which is also the number of actual shares outstanding at September
30, 1997. Shares outstanding and related earnings per share information for the
three month and nine month periods ended September 30, 1996 have been presented
as if all shares outstanding at September 30, 1997 had been issued and were
outstanding for such three month and nine month periods ended September 30,
1996.
Page 10 of 25 Pages
<PAGE>
The accompanying unaudited consolidated condensed financial statements of the
Company have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the interim periods
ended September 30, 1997 are not necessarily indicative of the results that may
be expected for the year ended December 31, 1997. All significant intercompany
balances and transactions have been eliminated in consolidation. For further
information, refer to the audited consolidated financial statements of the
Company as of December 31, 1996 and for each of the years in the three year
period then ended and the footnotes thereto included in the 1996 Form 10-K.
NOTE 2 - STOCKHOLDERS' EQUITY:
- ------------------------------
Common stock and warrants:
- --------------------------
The Company is authorized to issue 30,000,000 shares of Common Stock. At
September 30, 1997, the Company had outstanding 8,949,656 shares of Common
Stock, 7,566,666 redeemable common stock purchase warrants (issued in connection
with the Company's 1994 initial public offering) and 7,451,610 Series B
redeemable common stock purchase warrants (issued in connection with the Merger
and economically identical in their terms to the public offering warrants). Each
of the Company's outstanding warrants (both series) currently entitles the
holder thereof to purchase from the Company one share of Common Stock at an
exercise price of $5.00 per share. The warrants expire on November 30, 2001 and
are redeemable, at a price of $.01 per warrant, upon 30 days notice at any time,
but only if the last sale price of the Common Stock has been at least $8.50 per
share for 20 consecutive trading days ending on the third day prior to the date
on which notice of redemption is given.
At September 30, 1997, the Company had 15,018,276 shares of Common Stock
reserved for issuance upon exercise of its warrants and an additional 1,800,000
shares reserved for issuance upon exercise of options that may be granted
pursuant to the Company's 1996 Stock Option Plan.
The Company held 61,638 shares of Common Stock and 115,015 Series B warrants
in treasury at September 30, 1997.
Page 11 of 25 Pages
<PAGE>
Preferred stock:
- ----------------
The Company is authorized to issue 1,000,000 shares of preferred stock with
such designations, voting and other rights and preferences as may be
determined from time to time by its Board of Directors. At September 30, 1997,
no shares of preferred stock were issued or outstanding.
Pursuant to the Company's adoption of a shareholder rights plan (the "Plan") in
December 1996, the Company authorized the creation of Series A junior
participating preferred stock and reserved 300,000 shares thereof for issuance
upon exercise of the rights that, pursuant to the Plan, were at the time
dividended to holders of Common Stock.
NOTE 3 - NET CAPITAL REQUIREMENTS:
- ----------------------------------
The Company's U.S. broker-dealer subsidiary, Euro Brokers Maxcor Inc. ("EBMI"),
is subject to the Securities and Exchange Commission's Uniform Net Capital Rule
(rule 15c3-1), which requires the maintenance of minimum net capital. EBMI has
elected to use the alternative method, as permitted by the rule, which requires
that EBMI maintain minimum net capital, as defined, equal to the greater of
$250,000; 2% of aggregate debit items arising from customer transactions, as
defined; or 4% of the funds required to be segregated pursuant to the Commodity
Exchange Act and regulations thereunder. At September 30, 1997, EBMI's net
capital was $13,888,484 and exceeded the minimum requirement of $250,000 by
$13,638,484. EBMI's memberships in certain clearing corporations and its
agreements with certain clearing organizations also require it to maintain
certain minimum levels of net capital. In addition, a number of the Company's
other subsidiaries operating in various countries are subject to capital rules
and regulations issued by the designated regulatory authorities to which they
are subject.
NOTE 4 - SUBSEQUENT EVENTS:
- ---------------------------
Exchange Offer:
- --------------
On October 16, 1997, the Company commenced an exchange offer (the "Offer") to
acquire all of its outstanding warrants on the basis of one newly-issued share
of Common Stock for every six warrants (of either or both series) tendered and
accepted in the Offer (with cash paid in lieu of fractional shares of Common
Stock). Consummation of the Offer was conditioned upon a minimum of 95% of the
outstanding warrants being tendered and not withdrawn prior to the expiration
date of the Offer. As of Midnight, November 13, 1997, the original expiration
date of the offer, the preliminary count from the exchange agent indicated that
a total of 14,179,712 warrants, or approximately 94.4% of all outstanding
warrants, had been
Page 12 of 25 Pages
<PAGE>
tendered and not withdrawn in the Offer (including pursuant to guaranteed
delivery procedures). The Company has accordingly extended the expiration
date of the Offer until 5:00 p.m., November 14, 1997 (and may make further
extensions if necessary in order to consummate the Offer).
Increased Trading Volume:
- -------------------------
During the four trading-day period of October 23, 1997 through October 28, 1997,
the Company's EBMI subsidiary, which operates as an inter-dealer broker,
experienced an approximately five-fold increase in the trading volume of the
emerging markets debt securities it brokers for institutional counterparties,
together with unprecedented price volatility in such securities. As a result,
EBMI, its counterparties and its clearing firms all experienced significant
delays and backlogs in the processing and settlement of such trades. Although
the temporary increase in volume has generated additional commission income, the
delays and backlogs have resulted in additional costs for EMBI (e.g., personnel
overtime, clearing fees and financing charges) and, together with the price
volatilities experienced by market participants, had the effect of reducing
EBMI's subsequent trading volumes with many of its counterparties and of
heightening certain of the risks normally faced by EBMI in its business (e.g.,
delayed discovery of unmatched trades and possible regulatory changes affecting
its business). Reference is made to the "Cautionary Statements" section of the
1996 Form 10-K and the "Risk Factors" section of the Company's prospectus, dated
October 16, 1997 (and comprising a part of the Company's Registration Statement
on Form S-4 filed in connection with the Offer), for a fuller description of
these risks. The Company currently believes that the above-described events have
not had and will not have a material adverse effect on the Company's financial
condition or year-end results of operations. However, until the remaining
backlog has been completely sorted through, further costs or losses could arise
or be identified.
Page 13 of 25 Pages
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The Company was incorporated in Delaware in August 1994 with the
objective of acquiring or merging with an operating business in the financial
services industry. On August 16, 1996, the Company acquired EBIC, a
privately-held international and domestic inter-dealer broker for a broad range
of financial instruments, in the Merger. EBIC and its subsidiaries currently
comprise substantially all of the Company's business and assets.
The Merger has been accounted for as a recapitalization of EBIC, with
the issuance of shares by EBIC for the net assets of the Company. Results of
operations discussed below for periods prior to the Merger are the consolidated
historical results of operations of EBIC for such periods. Results of operations
discussed below for periods that include the Merger consist of the consolidated
historical results of operations for each of the Company and EBIC for the
portions of such periods following the Merger and the consolidated historical
results of operations for EBIC for the portions of such periods prior to the
Merger.
Three Months Ended September 30, 1997
Compared to the Three Months Ended September 30, 1996
Commission income for the three months ended September 30, 1997
decreased $2,249,773 to $42,355,643, compared to $44,605,416 for the comparable
period in 1996. The net decrease primarily resulted from the combination of
decreased brokerage of approximately $6.2 million, principally related to
reduced brokerage of approximately $2.9 million associated with the sale of the
Company's Hong Kong joint venture interest in February 1997 and decreased
brokerage in London of approximately $3.1 million reflecting several
departmental restructurings that occurred in 1996 and reduced market share. This
decrease was partially offset by increased brokerage in New York, Mexico City
and Tokyo of approximately $3.9 million.
Interest income for the three months ended September 30, 1997 decreased
by $62,203 to $420,643, compared to $482,846 for the comparable period in 1996,
reflective of reduced cash balances in a generally stable interest rate
environment.
Other income (expense) for the three months ended September 30, 1997
increased $122,129 to $110,649, compared to ($11,480) for the comparable period
in
Page 14 of 25 Pages
<PAGE>
1996, reflecting among other things net foreign exchange gains, gains on
municipal securities transactions and other miscellaneous items.
Payroll and related costs for the three months ended September 30, 1997
decreased $1,996,908 to $27,221,761, compared to $29,218,669 for the three
months ended September 30, 1996. The decrease was primarily the net result of
increased costs associated with expansion of fixed income securities products
and certain derivative product areas in New York and expansion of business in
Mexico City; partially offset by reduced costs associated with certain
departmental restructurings in London and the sale of the Company's Hong Kong
joint venture interest. As a percentage of commission income, payroll and
related costs decreased from 65.5% in the three months ended September 30, 1996
to 64.3% in the three months ended September 30, 1997, reflective of efforts to
more closely correlate compensation to revenue.
Communication costs for the three months ended September 30, 1997
decreased $1,278,744 to $3,729,294, compared to $5,008,038 for the three months
ended September 30, 1996, primarily as a result of benefits associated with the
restructuring of departments in London and the sale of the Company's Hong Kong
joint venture interest in February 1997.
Travel and entertainment costs for the three months ended September 30,
1997 decreased $95,302 to $2,636,848, compared to $2,732,150 for the three
months ended September 30, 1996. As a percentage of commission income, travel
and entertainment expenses stayed relatively consistent at 6.2% in the third
quarter of 1997 compared with 6.1% in the third quarter of 1996.
Occupancy costs represent expenses incurred in connection with various
operating leases in respect of the Company's office premises and include base
rent and related escalations, maintenance, electricity and real estate taxes.
For the three months ended September 30, 1997, these costs decreased by $325,904
to $1,402,485, compared to $1,728,389 for the three months ended September 30,
1996. This decrease primarily reflects reduced costs relating to the Company's
sale of its Hong Kong joint venture interest in February 1997.
Depreciation and amortization expense consists principally of
depreciation of communication and computer equipment, automobiles and
amortization of leasehold improvements. For the three months ended September 30,
1997,
Page 15 of 25 Pages
<PAGE>
depreciation and amortization expense increased $254,577 to $1,346,129,
compared to $1,091,552 for the same period in 1996. This increase was
principally due to continued expansion of the Company's proprietary screen
system. The Company also continues to replace and upgrade its communications and
computer technology.
Clearing fees are fees for transaction settlements and credit
enhancement which are charged by clearing institutions where the Company acts as
riskless principal on a fully matched basis. These expenses increased $452,560
to $1,559,226 for the three months ended September 30, 1997, compared to
$1,106,666 for the three months ended September 30, 1996, due primarily to the
growth in the volume of cleared transactions.
General, administrative and other expenses include such operating
expenses as corporate insurance, office supplies and expenses, legal fees, audit
and tax fees, food costs and dues to various industry associations. These
expenses increased by $177,690 to $2,350,601 for the three months ended
September 30, 1997, compared to $2,172,911 for the three months ended September
30, 1996. The increase includes the net effects of increased insurance costs of
approximately $50,000 and a reserve of approximately $500,000 for the write-off
of certain equipment deployed in the Canadian securities market in connection
with the Company's efforts to implement an interactive electronic execution
system, partially offset by reduced legal fees of approximately $528,000.
Interest expense for the three months ended September 30, 1997
increased $40,234 to $220,836, compared to $180,602 for the three months ended
September 30, 1996. The increase was the net result of increased interest
expense of approximately $37,000 incurred in connection with the financing of
securities positions taken from time to time while conducting municipal
securities business; increased interest expense of approximately $53,000
incurred in connection with capitalized lease obligations; and reduced interest
expense of approximately $35,000 associated with scheduled repayments of the
principal balance outstanding on the Company's indebtedness.
Provision for income taxes for the three months ended September 30,
1997 increased by $258,465 to $1,935,963, compared to $1,677,498 for the three
months ended September 30, 1996, principally due to increased income before
provision for income taxes and minority interest. The Company's effective tax
rate decreased from 91.3% to 80.0% from the third quarter of 1996 to the third
quarter of 1997, primarily reflecting a lesser impact of the non-deductibility
of certain entertainment expenses on higher pre-tax income.
Page 16 of 25 Pages
<PAGE>
Minority interest in consolidated subsidiaries for the three months
ended September 30, 1997 increased by $1,027,693 to ($405,964), compared to
$621,729 for the three months ended September 30, 1996, primarily reflecting the
combined effect of greater net income allocated to the Company's joint venture
partner in Japan, offset by the elimination of losses allocated to minority
shareholders of the Company's Hong Kong joint venture upon the disposition of
the Company's interest therein in February 1997.
Nine Months Ended September 30, 1997
Compared to the Nine Months Ended September 30, 1996
Commission income for the nine months ended September 30, 1997
decreased $6,214,076 to $128,472,164, compared to $134,686,240 for the
comparable period in 1996. The net decrease primarily resulted from reduced
commissions in London of approximately $10.6 million reflecting several
departmental restructurings that occurred in 1996 and reduced market share and a
decrease of approximately $5.8 million resulting from the sale of the Company's
Hong Kong joint venture interest in February 1997. These reductions in
commission income were partially offset by overall increases in New York of
approximately $7.4 million and in Tokyo of approximately $1.5 million.
Interest income for the nine months ended September 30, 1997 decreased
by $79,246 to $1,244,431, compared to $1,323,677 for the nine months ended
September 30, 1996, reflective of reduced cash balances in a generally stable
interest rate environment.
Other income for the nine months ended September 30, 1997 increased by
$386,417 to $539,455, compared to $153,038 for the same period in 1996. This
increase primarily reflects trading gains on municipal securities transactions,
partially offset by a decrease in foreign exchange gains recognized in the
period ended September 30, 1997 as compared with those recognized in the period
ended September 30, 1996.
Payroll and related costs for the nine months ended September 30, 1997
decreased $2,217,025 to $81,368,107, compared to $83,585,132 for the comparable
nine months of 1996. The decrease in costs is the net effect of increased costs
associated with increased revenues in New York, offset by reduced costs from
departmental restructurings in London and the Company's disposition of its Hong
Page 17 of 25 Pages
<PAGE>
Kong joint venture interest. Payroll and related costs increased slightly as a
percentage of commission income to 63.3% for the nine months ended September 30,
1997 as compared with 62.1% for the same period for 1996, reflective of certain
fixed salary costs in areas with reduced revenues.
Communication costs for the nine months ended September 30, 1997
decreased $1,176,762 to $12,215,211, compared to $13,391,973 for the nine months
ended September 30, 1996, primarily as a result of reductions associated with
the Company's sale of its Hong Kong joint venture interest in February 1997 and
decreased communication costs in London, partially offset by an increase in
costs associated with the expansion of business in New York.
Travel and entertainment costs for the nine months ended September 30,
1997 decreased $77,792 to $8,024,132, or 6.2% of commission income, compared to
$8,101,924, or 6.0% of commission income, for the nine months ended September
30, 1996. The slight increase in the ratio of travel and entertainment expenses
to commission income reflects continued efforts to maintain and improve market
share.
Occupancy costs decreased $257,350 to $4,504,397 for the nine months
ended September 30, 1997, compared to $4,761,747 for the nine months ended
September 30, 1996. The net decrease primarily results from reduced rent costs
of approximately $565,000 associated with the sale of the Company's Hong Kong
joint venture interest in February 1997, offset by aggregate escalations in New
York and London occupancy costs of approximately $220,000 and increased
occupancy costs of approximately $95,000 associated with expansion in Mexico
City.
For the nine months ended September 30, 1997, depreciation and
amortization expense increased $594,161 to $4,003,548, compared to $3,409,387
for the nine months ended September 30, 1996, resulting from the continued
expansion of the Company's proprietary screen system. The Company also continues
to replace and upgrade its communications and computer technology.
Clearing fees increased $1,592,755 to $4,815,787 for the nine months
ended September 30, 1997, compared to $3,223,032 for the nine months ended
September 30, 1996, due primarily to the growth in the volume of cleared
transactions.
Page 18 of 25 Pages
<PAGE>
General, administrative and other expenses decreased $197,536 to
$6,039,157 for the nine months ended September 30, 1997, compared to $6,236,693
for the nine months ended September 30, 1996, principally due to the net effect
of reversal of a contingency provision of approximately $450,000 and reduced
legal fees of approximately $700,000, partially offset by a reserve of
approximately $500,000 for the write-off of certain equipment deployed in the
Canadian securities market in connection with the Company's efforts to implement
an interactive electronic execution system, increased insurance costs of
approximately $130,000 and other miscellaneous costs of approximately $320,000
for the nine months ended September 30, 1997.
Interest expense increased $187,975 to $668,099 for the nine months
ended September 30, 1997, compared to $480,124 for the comparable period of
1996. The increase was the net result of increased interest expense of
approximately $172,000 incurred in connection with the financing of security
positions taken from time to time while conducting the Company's municipal
securities business; increased interest expense of approximately $120,000
incurred in connection with capitalized lease obligations; and reduced interest
costs of approximately $100,000 associated with scheduled repayments of the
principal balance outstanding on the Company's indebtedness.
Provision for income taxes for the nine months ended September 30, 1997
decreased $1,394,464 to $6,369,915, compared to $7,764,379 for the nine months
ended September 30, 1996, principally due to reduced income before tax. The
Company's effective tax rate increased from 59.9% to 73.9% from the first nine
months of 1996 to the first nine months of 1997, primarily reflecting the impact
of non-deductibility of certain entertainment expenses and reduced pre-tax
accounting income, which increases the effect of such non-deductible expenses.
Minority interest in consolidated subsidiaries for the nine months
ended September 30, 1997 increased by $1,203,575 to ($1,028,866), compared to
$174,709 for the nine months ended September 30, 1996, primarily reflecting
greater net income allocated to the Company's joint venture partner in Japan,
offset by the elimination of losses allocated to minority shareholders of the
Company's Hong Kong joint venture upon the disposition of the Company's
interests therein in the first quarter of 1997.
Liquidity and Capital Resources
- -------------------------------
A substantial portion of the Company's assets, similar to other
brokerage firms, is liquid, consisting of cash, cash equivalents and assets
readily convertible
Page 19 of 25 Pages
<PAGE>
into cash, such as commissions receivable, receivables from broker-dealers,
customers and clearing firms and securities owned.
Cash and cash equivalents and accrued compensation payable at September
30, 1997 reflect a reduction from levels at December 31, 1996 principally due to
the timing of employee bonus payments which occurred in August.
Securities owned principally reflect municipal security positions taken
in connection with the Company's brokerage of municipal securities business,
which commenced in June 1996. Positions are generally held for short periods of
time and for the purpose of facilitating anticipated customer needs and are
generally financed by a combination of cash margin and short term borrowings
from one of the Company's clearing firms. At September 30, 1997, the Company had
net assets relating to securities transactions of approximately $3.4 million,
reflecting securities owned of approximately $3.4 million and receivables from
broker-dealers and customers of approximately $5.8 million, financed by
short-term borrowings of approximately $5.8 million.
Pursuant to its membership in Government Securities Clearing
Corporation, the Company's U.S. broker-dealer subsidiary is required to maintain
minimum regulatory capital of $10 million, including a pledge of $5 million in
U.S. Treasury securities. In addition, the subsidiary's clearing arrangements
require certain minimum collateral deposits with its clearing firms. The
aforementioned pledge and deposits have been reflected as deposits with clearing
organizations on the Consolidated Statement of Financial Condition.
Notes payable at September 30, 1997 of approximately $6.1 million
reflects the remaining three equal installments of principal due on November 30
of each of 1997, 1998 and 1999 on notes issued by the Company in connection with
the acquisition of EBIC's predecessor business in December 1986. These
installments and the interest thereon are expected to be met from operating
activities. Notes payable at December 31, 1996 included notes issued by the
Company's Hong Kong joint venture to minority shareholders in connection with
the formation of the joint venture. In February 1997, the Company sold its
interest in the joint venture and, accordingly, the notes are no longer a
liability of the Company.
The Company and its subsidiaries, in the ordinary course of their
business, are subject to extensive regulation at international, federal and
state levels by various regulatory bodies which are charged with safeguarding
the integrity of the securities and other financial markets and protecting the
interest of customers. The compliance requirements of these different regulatory
bodies may include, but are
Page 20 of 25 Pages
<PAGE>
not limited to, net capital or stockholders' equity requirements. The Company
has historically met regulatory net capital and stockholders' equity
requirements and believes it will be able to continue to do so in the future.
Page 21 of 25 Pages
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Description
- ------- -----------
27 Financial Data Schedule (filed in electronic form only)
(b) Reports on Form 8-K
During the three months ended September 30, 1997, the Company filed a
Current Report on Form 8-K, dated August 21, 1997, reporting the approval by its
Board of Directors of the commencement of its common stock for warrants exchange
offer.
Page 22 of 25 Pages
<PAGE>
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.
Date: November 14, 1997
MAXCOR FINANCIAL GROUP INC.
(Registrant)
/s/ Gilbert D. Scharf
--------------------------------------------
Gilbert D. Scharf, Chairman of the Board,
President and Chief Executive Officer
/s/ Keith E. Reihl
--------------------------------------------
Keith E. Reihl, Chief Financial Officer and Treasurer
Page 23 of 25 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
27 Financial Data Schedule (filed in electronic form only) 25
Page 24 of 25 Pages
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
This schedule contains summary financial information extracted from the
Financial Statements of Maxcor Financial Group Inc. at and as of September 30,
1997 and is qualified in its entirety by reference to such Financial
Statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> JUL-01-1997 JAN-01-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<CASH> 13,677,524 13,677,524
<RECEIVABLES> 5,803,548 5,803,548
<SECURITIES-RESALE> 0 0
<SECURITIES-BORROWED> 0 0
<INSTRUMENTS-OWNED> 3,366,773 3,366,773
<PP&E> 11,795,826 11,795,826
<TOTAL-ASSETS> 80,936,023 80,936,023
<SHORT-TERM> 5,802,491 5,802,491
<PAYABLES> 0 0
<REPOS-SOLD> 0 0
<SECURITIES-LOANED> 0 0
<INSTRUMENTS-SOLD> 0 0
<LONG-TERM> 6,142,901 6,142,901
0 0
0 0
<COMMON> 8,950 8,950
<OTHER-SE> 33,641,161 33,641,161
<TOTAL-LIABILITY-AND-EQUITY> 80,936,023 80,936,023
<TRADING-REVENUE> 24,121 484,721
<INTEREST-DIVIDENDS> 420,643 1,244,431
<COMMISSIONS> 42,355,643 128,472,164
<INVESTMENT-BANKING-REVENUES> 0 0
<FEE-REVENUE> 0 0
<INTEREST-EXPENSE> 220,836 668,099
<COMPENSATION> 27,221,761 81,368,107
<INCOME-PRETAX> 2,419,755 8,617,612
<INCOME-PRE-EXTRAORDINARY> 2,419,755 8,617,612
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 77,828 1,218,831
<EPS-PRIMARY> 0.01 0.14
<EPS-DILUTED> 0.01 0.14
</TABLE>
