<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 June 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 August 12, 1997 was 8,949,656.
The Exhibit Index is on Page 22
Page 1 of 23 Pages
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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 13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
Exhibit Index 22
Page 2 of 23 Pages
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(Unaudited)
Page 3 of 23 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
------------- -----------------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 17,581,508 $ 18,231,926
Restricted cash 1,914,777 1,968,851
Commissions receivable 17,699,873 18,558,643
Equity in affiliated companies 2,776,987 2,756,741
Receivable from clearing firm 3,239,318 2,200,062
Deposits with clearing organizations
(Includes cash of $195,617 and U.S. Treasury
bills of $6,542,856 at June 30, 1997) 6,738,473 7,181,992
Securities owned 4,564,024 8,751,276
Receivable from broker-dealers and customers 15,034,653 9,042,613
Prepaid expenses and other assets 5,105,224 6,177,118
Deferred tax asset 5,718,852 6,662,193
Furniture, equipment and leasehold improvements 12,335,525 13,624,500
Intangible assets 1,811,793 2,016,800
------------- -------------
Total assets $ 94,521,007 $ 97,172,715
============= =============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 4 of 23 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(continued)
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
-------------- -----------------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Short-term borrowings $ 14,429,743 $ 9,688,983
Accounts payable and accrued liabilities 18,142,187 17,336,032
Accrued compensation payable 18,879,462 22,973,060
Income taxes payable 1,605,809 1,804,543
Obligations under capitalized leases 1,175,614 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 6,223,909 7,379,762
------------- --------------
61,176,048 64,881,249
------------- --------------
Minority interest in consolidated subsidiaries (272,319) (159,408)
------------- --------------
Stockholders' equity:
Preferred stock, $.001 par value; 1,000,000 shares
authorized, none issued and outstanding at June
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 June 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 (211,599)
Accumulated deficit (2,405,078) (3,546,081)
Foreign translation adjustment 2,691,138 2,454,138
------------- --------------
Total stockholders' equity 33,617,278 32,450,874
------------- --------------
Total liabilities and stockholders' equity $ 94,521,007 $ 97,172,715
============= ==============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 5 of 23 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENT OF INCOME
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue:
Commission income $ 42,704,169 $ 41,740,861 $ 86,116,521 $ 90,080,825
Interest income 395,117 422,059 823,788 840,831
Other income 252,225 89,792 428,806 164,517
------------ ------------ ------------- -------------
43,351,511 42,252,712 87,369,115 91,086,173
------------ ------------ ------------- -------------
Costs and expenses:
Payroll and related costs 27,603,129 26,012,610 54,146,346 54,366,463
Communication costs 4,133,683 4,435,222 8,485,917 8,383,935
Travel and entertainment 2,672,903 2,759,893 5,387,284 5,369,774
Occupancy costs 1,551,042 1,532,392 3,101,912 3,033,358
Depreciation and amortization 1,334,601 1,145,865 2,657,419 2,317,835
Clearing fees 1,407,018 924,671 3,256,561 2,116,366
General, administrative and
other expenses 2,115,056 2,059,012 3,688,556 4,063,782
Interest expense 231,757 151,464 447,263 299,522
------------ ------------ ------------- -------------
41,049,189 39,021,129 81,171,258 79,951,035
------------ ------------ ------------- -------------
Income before provision for
income taxes and minority
interest 2,302,322 3,231,583 6,197,857 11,135,138
Provision for income taxes 1,826,105 1,987,353 4,433,952 6,086,881
------------ ------------ ------------- -------------
Income before minority interest 476,217 1,244,230 1,763,905 5,048,257
Minority interest in consolidated
subsidiaries (369,161) (96,168) (622,902) (447,020)
------------ ------------ ------------- -------------
Net income $ 107,056 $ 1,148,062 $ 1,141,003 $ 4,601,237
============ ============ ============= =============
Average common shares outstanding
(Note 1) 8,949,656 8,949,656 8,949,656 8,949,656
Earnings per share (Note 1) $ .01 $ .13 $ .13 $ .51
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 6 of 23 Pages
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MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIODS ENDED DECEMBER 31, 1996 AND JUNE 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 (2,587) (10,174,520) 10,177,107
treasury stock
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 8,950 18,234,300 18,243,250
shareholders
Cash
consideration
paid to EBIC (21,955,012) (21,955,012)
shareholders
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 six months
ended June 30, 1997 1,141,003 1,141,003
Acquisition of
treasury stock (211,599) (211,599)
Foreign translation
adjustment 237,000 237,000
--------- ------------ ------------ ----------- ------------ ------------ ------------
Balance at June
30, 1997 $ 8,950 $ 33,533,867 ($ 211,599) ($ 2,405,078) $ $ 2,691,138 $ 33,617,278
========= ============ =========== ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
Page 7 of 23 Pages
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MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30, 1997 June 30, 1996
-------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,141,003 $ 4,601,237
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 2,657,419 2,317,835
Provision for doubtful accounts 24,328 (13,909)
Undistributed earnings of affiliates (652,932) (422,239)
Minority interest in consolidated subsidiaries (266,070) (216,211)
Imputed interest expense 42,658 52,940
Amortization of deferred expenses 729
Deferred income taxes 898,094 318,788
Change in assets and liabilities:
Increase in restricted cash (764)
Decrease (increase) in commissions receivable 642,906 (1,472,233)
Increase in receivable from clearing firm (1,039,256) (577,422)
Decrease (increase) in deposits with clearing organizations 437,820 (52,169)
Decrease in securities owned 4,187,252
Increase in receivable from broker dealers and customers (5,992,040) (1,100,497)
Decrease in prepaid expenses and other assets 1,717,836 288,605
Decrease in short-term borrowings 4,740,760
Increase in accounts payable and accrued liabilities 863,147 4,302,486
(Decrease) increase in accrued compensation payable (3,828,252) 2,651,067
Increase (decrease) in income taxes payable (117,887) (4,349,219)
Decrease in securities sold, not yet purchased (1,724,531)
Decrease (increase) in payable to broker dealers and customers (1,826,250) 1,273,046
----------- ------------
Net cash provided by operating activities 1,906,005 7,602,070
----------- ------------
Cash flows from investing activities:
Purchase of fixed assets (1,380,599) (1,369,440)
Proceeds from the sale of subsidiary 322,622
Investment in equity affiliates 51,368
Increase in minority interest in consolidated subsidiaries
(34,292)
----------- ------------
Net cash used in investing activities (1,040,901) (1,369,440)
----------- ------------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 8 of 23 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited) (continued)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Cash flows from financing activities:
Repayment of notes receivable from stockholder 196,124
Decrease in notes payable (1,099,311)
Decrease in obligations under capitalized leases (207,034) (282,962)
Acquisition of treasury stock (211,599)
Increase in minority shareholders 20,588
Issuance of common stock, net of expenses (236,406)
------------ ------------
Net cash used in financing activities 1,497,356 (323,244)
------------ ------------
Effect of exchange rate changes on cash (18,165) 16,624
------------ ------------
Net (decrease) increase in cash and cash equivalants (650,417) 5,926,010
Cash and cash equivalents at beginning of period 18,231,925 27,013,350
------------ ------------
Cash and cash equivalents at end of period $ 17,581,508 $ 32,939,360
============ ============
Supplemental disclosures of cash flow information
Interest paid $ 141,953
Income taxes paid 1,724,564 $ 5,848,411
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 9 of 23 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 Sydney, 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 June 30,
1997. Shares outstanding and related earnings per share information for the
three month and six month periods ended June 30, 1996 have been presented as if
all shares outstanding at June 30, 1997 had been issued and were outstanding for
such three month and six month periods ended June 30, 1996.
Page 10 of 23 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 June 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 June
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 June 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 June 30, 1997.
Page 11 of 23 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 June 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 June 30, 1997, EBMI's net capital
was $13,597,751 and exceeded the minimum requirement of $250,000 by $13,347,751.
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.
Page 12 of 23 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 June 30, 1997
Compared to the Three Months Ended June 30, 1996
Commission income for the three months ended June 30, 1997 increased
$963,308 to $42,704,169, compared to $41,740,861 for the comparable period in
1996. The net increase primarily resulted from the combination of overall
increased brokerage (other than in London) of approximately $7.0 million,
principally reflective of increased brokerage activity in New York and Tokyo,
partially offset by reduced brokerage activity in London of approximately $4.9
million reflecting reduced market share and several departmental restructurings
that occurred in 1996 and reduced brokerage of approximately $1.2 million
associated with the sale of the Company's Hong Kong joint venture interest in
February 1997.
Interest income for the three months ended June 30, 1997 decreased by
$26,942 to $395,117, compared to $422,059 for the comparable period in 1996,
reflective of slightly reduced cash balances in a generally stable interest rate
environment.
Other income for the three months ended June 30, 1997 increased
$162,433 to $252,225, compared to $89,792 for the comparable period in 1996,
primarily due to increased trading gains on securities transactions for the
quarter ended June 30,
Page 13 of 23 Pages
<PAGE>
1997 of approximately $404,000, partially offset by foreign exchange losses for
the quarter ended June 30, 1997 of approximately $178,000.
Payroll and related costs for the three months ended June 30, 1997
increased $1,590,519 to $27,603,129, compared to $26,012,610 for the three
months ended June 30, 1996. The increase was primarily the net result of
expansion of fixed income securities products and certain derivatives in New
York and expansion of business in Mexico City and Sydney; partially offset by
reduced costs associated with certain departmental restructurings in London and
the sale of the Company's Hong Kong joint venture interest approximating
$850,000 and $925,000, respectively. As a percentage of commission income,
payroll and related costs increased from 62.3% in the three months ended June
30, 1996 to 64.6% in the three months ended June 30, 1997, reflective of certain
fixed salary costs in areas with reduced revenues.
Communication costs for the three months ended June 30, 1997 decreased
$301,539 to $4,133,683, compared to $4,435,222 for the three months ended June
30, 1996, primarily as a result of net benefits associated with the
restructuring of departments in London and the sale of the Company's Hong Kong
joint venture interest in February 1997, of approximately $400,000 and $231,000,
respectively; partially offset by costs of approximately $400,000 associated
with net expansion of certain businesses in New York and continued expansion of
the Company's proprietary screen system.
Travel and entertainment costs for the three months ended June 30, 1997
decreased $86,990 to $2,672,903, compared to $2,759,893 for the three months
ended June 30, 1996, reflective of efforts to control such expenses. As a
percentage of commission income, travel and entertainment expenses decreased to
6.2% in the second quarter of 1997 from 6.5% in the second 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 June 30, 1997, these costs increased by $18,650 to
$1,551,042, compared to $1,532,392 for the three months ended June 30, 1996. The
net increase primarily results from the offsetting effects of aggregate rent
escalations in New York and London of approximately $120,000, rent attributable
to new office space in Mexico City of $40,000, and a rent decrease of
approximately $130,000 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 June 30,
1997, depreciation and amortization expense increased $188,736 to $1,334,601,
compared to $1,145,865
Page 14 of 23 Pages
<PAGE>
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 $482,347
to $1,407,018 for the three months ended June 30, 1997, compared to $924,671 for
the three months ended June 30, 1996, due principally 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 $56,044 to $2,115,056 for the three months ended June 30,
1997, compared to $2,059,012 for the three months ended June 30, 1996.
Interest expense for the three months ended June 30, 1997 increased
$80,293 to $231,757, compared to $151,464 for the three months ended June 30,
1996. The increase was the net result of increased interest expense of
approximately $40,000 incurred in connection with the financing of securities
positions taken from time to time while conducting municipal securities
business; increased interest expense of approximately $64,000 incurred in
connection with capitalized lease obligations; and reduced interest expense of
approximately $33,000 associated with scheduled repayments of the principal
balance outstanding on the Company's indebtedness.
Provision for income taxes for the three months ended June 30, 1997
decreased by $161,248 to $1,826,105, compared to $1,987,353 for the three months
ended June 30, 1996, principally due to reduced income before tax. The Company's
effective tax rate increased from 61.5% to 79.3% from the second quarter of 1996
to the second quarter 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 three months
ended June 30, 1997 increased by $272,993 to $369,161, compared to $96,168 for
the three months ended June 30, 1996, primarily reflecting the combined effect
of greater net income allocated to the Company's joint venture partner in Japan
and 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.
Page 15 of 23 Pages
<PAGE>
Six Months Ended June 30, 1997
Compared to the Six Months Ended June 30, 1996
Commission income for the six months ended June 30, 1997 decreased
$3,964,304 to $86,116,521, compared to $90,080,825 for the comparable period in
1996. The net decrease primarily resulted from reduced brokerage activity in
London of approximately $7.5 million, reflecting reduced market share and
several departmental restructurings that occurred in 1996, and a decrease of
approximately $2.9 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 brokerage elsewhere, principally
in New York (an increase of approximately $5.2 million), but also reflective
of expansion in Mexico City and Sydney.
Interest income for the six months ended June 30, 1997 decreased by
$17,043 to $823,788, compared to $840,831 for the six months ended June 30,
1996, reflective of slightly reduced cash balances in a generally stable
interest rate environment.
Other income for the six months ended June 30, 1997 increased by
$264,289 to $428,806, compared to $164,517 for the same period in 1996. This
increase primarily reflects increased trading gains on securities transactions
of approximately $460,000, reduced by a decrease of approximately $131,000 in
foreign exchange gains recognized in the first six months of 1997 versus those
recognized in the first six months of 1996.
Payroll and related costs for the six months ended June 30, 1997
decreased $220,117 to $54,146,346, compared to $54,366,463 for the comparable
six months of 1996. The decrease in costs is the net effect of expansion of
business in New York, accounting for increased costs of approximately $4.4
million, and departmental restructurings in London and the Company's disposition
of its Hong Kong joint venture interest, accounting for net reduced costs of
approximately $2.5 million and $2.2 million, respectively. Payroll and related
costs increased slightly as a percentage of commission income to 61.6% for the
six months ended June 30, 1997 as compared with 59.7% for the same period for
1996, reflective of certain fixed salary costs in areas with reduced revenues.
Communication costs for the six months ended June 30, 1997 increased
$101,982 to $8,485,917, compared to $8,383,935 for the six months ended June 30,
1996, primarily as a result of costs associated with continued expansion of the
Company's proprietary screen system and communication systems to access
additional emerging markets, partially offset by reduced communication costs of
Page 16 of 23 Pages
<PAGE>
approximately $506,000 associated with the Company's sale of its Hong Kong joint
venture interest in February 1997.
Travel and entertainment costs for the six months ended June 30, 1997
increased $17,510 to $5,387,284, or 6.1% of commission income, compared to
$5,369,774, or 5.9% of commission income, for the six months ended June 30,
1996. The slight increase in the ratio of travel and entertainment expenses to
commission income reflects increased expenses associated with efforts to
maintain and improve market share.
Occupancy costs increased $68,554 to $3,101,912 for the six months
ended June 30, 1997, compared to $3,033,358 for the six months ended June 30,
1996. The net increase primarily results from aggregate escalations in New York
and London occupancy costs of approximately $280,000, partially offset by
reduced rent associated with the sale of the Company's Hong Kong joint venture
interest in February 1997.
For the six months ended June 30, 1997, depreciation and amortization
expense increased $339,584 to $2,657,419, compared to $2,317,835 for the six
months ended June 30, 1996, reflective of 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 $1,140,195 to $3,256,561 for the six months
ended June 30, 1997, compared to $2,116,366 for the six months ended June 30,
1996, due principally to the growth in the volume of cleared transactions.
General, administrative and other expenses decreased $375,226 to
$3,688,556 for the six months ended June 30, 1997, compared to $4,063,782 for
the six months ended June 30, 1996, principally due to the reversal of a
contingency provision of approximately $450,000.
Interest expense increased $147,741 to $447,263 for the six months
ended June 30, 1997, compared to $299,522 for the comparable period of 1996. The
increase was the net result of increased interest expense of approximately
$135,000 incurred in connection with the financing of security positions taken
from time to time while conducting municipal securities business; increased
interest expense of approximately $64,000 incurred in connection with
capitalized lease obligations; and reduced interest costs of approximately
$65,000 associated with scheduled repayments of the principal balance
outstanding on the Company's indebtedness.
Page 17 of 23 Pages
<PAGE>
Provision for income taxes for the six months ended June 30, 1997
decreased $1,652,929 to $4,433,952, compared to $6,086,881 for the six months
ended June 30, 1996, principally due to reduced income before tax. The Company's
effective tax rate increased from 54.7% to 71.5% from the first six months of
1996 to the first six 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 six months ended
June 30, 1997 increased by $175,882 to $622,902, compared to $447,020 for the
six months ended June 30, 1996, primarily due to elimination of losses allocated
to minority shareholders of the Company's Hong Kong joint venture interest 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 into cash, such as commissions receivable, receivables from
broker-dealers, customers and clearing firms and securities owned.
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 June 30, 1997, the Company had net
assets relating to securities transactions of approximately $5.2 million,
reflecting securities owned of approximately $4.6 million and receivables from
broker-dealers and customers of approximately $15.0 million, financed by
short-term borrowings of approximately $14.4 million.
Notes payable at June 30, 1997 of approximately $6.2 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
Page 18 of 23 Pages
<PAGE>
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 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 19 of 23 Pages
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Information required in response to this item is incorporated herein by
reference to Item 5 of the Company's Current Report on Form 8-K dated June 18,
1997.
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 June 30, 1997, the Company filed a Current
Report on Form 8-K dated June 18, 1997 reporting the change in its name from
Financial Services Acquisition Corporation to Maxcor Financial Group Inc. and
the results of its annual meeting of shareholders (election of directors and
ratification of appointment of independent accountants).
Page 20 of 23 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: August 14, 1997
MAXCOR FINANCIAL GROUP INC.
(Registrant)
/s/ Gilbert D. Scharf
------------------------------------------------
Gilbert D. Scharf, Chairman of the Board,
President and Chief Executive Officer
/s/ Michael J. Scharf
-------------------------------------------------
Michael J. Scharf, Vice President, Secretary
and Treasurer
(Chief Financial and Principal Accounting Officer)
Page 21 of 23 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
27 Financial Data Schedule (filed in electronic form only) 23
Page 22 of 23 Pages
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
The schedule contains summary financial information extracted from the Financial
Statements of Maxcor Financial Group Inc. at and as of June 30, 1997 and is
qualified in its entirety by reference to such Financial Statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> APR-01-1997 JAN-01-1997
<PERIOD-END> JUN-30-1997 JUN-30-1997
<CASH> 17,581,508 17,581,508
<RECEIVABLES> 15,034,653 15,034,653
<SECURITIES-RESALE> 0 0
<SECURITIES-BORROWED> 0 0
<INSTRUMENTS-OWNED> 4,564,024 4,564,024
<PP&E> 12,335,525 12,335,525
<TOTAL-ASSETS> 94,521,007 94,521,007
<SHORT-TERM> 14,429,743 14,429,743
<PAYABLES> 0 0
<REPOS-SOLD> 0 0
<SECURITIES-LOANED> 0 0
<INSTRUMENTS-SOLD> 0 0
<LONG-TERM> 6,223,909 6,223,909
0 0
0 0
<COMMON> 8,950 8,950
<OTHER-SE> 33,608,328 33,608,328
<TOTAL-LIABILITY-AND-EQUITY> 94,521,007 94,521,007
<TRADING-REVENUE> 404,000 460,600
<INTEREST-DIVIDENDS> 395,117 823,788
<COMMISSIONS> 42,704,169 86,116,521
<INVESTMENT-BANKING-REVENUES> 0 0
<FEE-REVENUE> 0 0
<INTEREST-EXPENSE> 231,757 447,263
<COMPENSATION> 27,603,129 54,146,346
<INCOME-PRETAX> 2,302,322 6,197,857
<INCOME-PRE-EXTRAORDINARY> 2,302,322 6,197,857
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 107,056 1,141,003
<EPS-PRIMARY> 0.01 0.13
<EPS-DILUTED> 0.01 0.13
</TABLE>
