<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, 1999
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 11, 1999 was 8,337,437.
The Exhibit Index is on Page 27
Page 1 of 28 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited): 3
Consolidated Statements of Financial Condition 4
Consolidated Statements of Operations 6
Consolidated Statements of Changes in Stockholders' Equity 7
Consolidated Statements 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 16
Item 3. Quantitative and Qualitative Disclosures about Market Risk 24
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 25
Signatures 26
Exhibit Index 27
Page 2 of 28 Pages
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(Unaudited)
Page 3 of 28 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
------------------ -----------------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $16,706,973 $15,150,296
Deposits with clearing organizations 7,088,839 7,121,033
Receivable from broker-dealers and customers 24,702,887 16,557,824
Securities owned 10,407,597 11,578,515
Prepaid expenses and other assets 4,501,701 8,268,622
Deferred tax asset 2,552,476 2,442,981
Equity in affiliated companies 2,973,419 2,935,100
Furniture, equipment and leasehold improvements 7,668,962 10,018,602
Intangible assets 889,229 1,196,692
----------- -----------
Total assets $77,492,083 $75,269,665
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 4 of 28 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(continued)
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
------------------ -----------------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Payable to broker-dealer $ 6,546,456 $ 7,845,490
Accounts payable and accrued liabilities 12,793,470 15,478,695
Accrued compensation payable 13,295,318 14,704,076
Loan payable 1,011,597
Income taxes payable 2,508,046 375,665
Deferred taxes payable 495,636 495,636
Obligations under capitalized leases 527,410 751,747
Notes payable 4,512,172 3,824,842
------------ ------------
41,690,105 43,476,151
------------ ------------
Minority interest in consolidated subsidiary 5,488,640
------------
Redeemable preferred stock:
Series B, 2% cumulative, stated value $1,000
2,000 shares issued at September 30, 1999 and
December 31, 1998 2,000,000 2,000,000
Stockholders' equity:
Preferred stock, $.001 par value; 1,000,000 shares
authorized; 2,000 shares of Series B issued at
September 30, 1999 and December 31, 1998,
reported above
Common stock, $.001 par value; 30,000,000 shares
authorized, 11,392,269 shares issued at September
30, 1999 and December 31, 1998 11,392 11,392
Additional paid-in capital 33,187,415 33,187,415
Treasury stock at cost; 3,054,832 and 68,487 shares
of common stock held at September 30, 1999 and
December 31, 1998, respectively ( 5,454,036) ( 227,932)
Accumulated deficit ( 1,461,821) ( 5,100,223)
Accumulated other comprehensive income:
Foreign translation adjustments 2,030,388 1,922,862
------------ ------------
Total stockholders' equity 28,313,338 29,793,514
------------ ------------
Total liabilities and stockholders' equity $ 77,492,083 $ 75,269,665
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 5 of 28 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue:
Commission income $ 37,545,030 $ 37,985,620 $ 122,222,432 $ 116,153,843
Interest income 587,616 347,495 1,410,507 1,130,100
Other income 184,233 541,070 827,264 1,154,396
------------- ------------- ------------- -------------
38,316,879 38,874,185 124,460,203 118,438,339
------------- ------------- ------------- -------------
Costs and expenses:
Payroll and related costs 27,144,829 25,187,131 84,415,063 78,076,734
Communication costs 3,688,218 3,655,811 11,234,698 11,147,574
Travel and entertainment 2,102,885 2,123,090 6,423,679 7,110,874
Occupancy costs 1,299,148 1,423,466 4,149,982 4,582,541
Depreciation and amortization 1,076,845 1,259,903 3,355,736 3,806,953
Clearing fees 644,692 1,529,460 2,589,069 3,833,773
Interest expense 282,558 213,558 738,493 720,348
General, administrative and
other expenses 1,435,033 1,838,493 4,619,231 5,341,966
------------- ------------- ------------- -------------
37,674,208 37,230,912 117,525,951 114,620,763
------------- ------------- ------------- -------------
Income before provision for
income taxes and minority
interest 642,671 1,643,273 6,934,252 3,817,576
(Benefit) provision for income
taxes ( 163,143) 1,187,713 2,588,917 3,481,959
------------- ------------- ------------- -------------
Income before minority interest 805,814 455,560 4,345,335 335,617
Minority interest in
consolidated subsidiaries 241,785 ( 389,790) ( 676,933) ( 1,070,014)
------------- ------------- ------------- -------------
Net income (loss) $ 1,047,599 $ 65,770 $ 3,668,402 ($ 734,397)
============= ============= ============= =============
Weighted average common
shares outstanding - basic 8,337,437 11,326,015 10,175,187 11,329,076
Weighted average common
shares outstanding - diluted 8,707,738 11,326,015 10,220,538 11,329,076
Basic earnings per share $ .12 $ .01 $ .36 ($ .06)
Diluted earnings per share $ .12 $ .01 $ .36 ($ .06)
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 6 of 28 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIODS ENDED DECEMBER 31, 1998 AND SEPTEMBER 30, 1999 (unaudited)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Comprehensive Paid-In Treasury Accumulated Comprehensive
Income Common Stock Capital Stock Deficit Income Total
------------- ------------ ---------- --------- ----------- ------------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December
31, 1997 $ 11,392 $ 33,187,415 ($ 209,451) ($3,815,073) $ 2,428,962 $31,603,245
Comprehensive income
Net loss for the year
ended December
31, 1998 ($ 1,275,150) ( 1,275,150) ( 1,275,150)
Other comprehensive
income
Foreign translation
adjustment (net of
income tax benefit
of $163,348) ( 506,100) ( 506,100) ( 506,100)
------------
Comprehensive income ($ 1,781,250)
============
Acquisition of treasury
stock ( 18,481) ( 18,481)
Redeemable preferred
stock dividends ( 10,000) ( 10,000)
--------- ------------ ----------- ----------- ----------- -----------
Balance at December
31, 1998 11,392 33,187,415 ( 227,932) ( 5,100,223) 1,922,862 29,793,514
Comprehensive income
Net income for the
nine months ended
September 30, 1999 $ 3,668,402 3,668,402 3,668,402
Other comprehensive
income
Foreign translation
adjustment (inclusive
of income tax benefit
of $48,645 ) 107,526 107,526 107,526
-----------
Comprehensive income $ 3,775,928
===========
Acquisition of treasury
stock ( 5,226,104) ( 5,226,104)
Redeemable preferred
stock dividends ( 30,000) ( 30,000)
--------- ------------ ----------- ----------- ----------- -----------
Balance at September 30,
1999 $ 11,392 $ 33,187,415 ($5,454,036) ($1,461,821) $ 2,030,388 $28,313,338
========= ============ =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 7 of 28 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 3,668,402 ($ 734,397)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Depreciation and amortization 3,355,736 3,806,953
Provision for doubtful accounts 44,137 50,812
Minority interest in earnings of consolidated
subsidiary 764,671
Losses (earnings) of unconsolidated subsidiaries 523,410 ( 1,554,664)
Net (gain) loss on disposal of fixed assets ( 6,514) 28,009
Imputed interest expense 22,904 44,860
Deferred income taxes ( 107,679) ( 386,306)
Change in assets and liabilities:
Decrease in deposits with clearing organizations 32,194 1,517,444
Increase in receivable from broker-dealers and customers ( 6,306,988) ( 1,200,130)
Decrease (increase) in securities owned 1,170,918 ( 4,888,025)
Decrease in prepaid expenses and other assets 3,164,444 1,176,460
Decrease in short-term bank loans ( 6,225,928)
(Decrease) increase in payable to broker-dealers and
customers ( 1,299,034) 10,261,729
Decrease in securities sold, not yet purchased ( 780,849)
Decrease in accounts payable and accrued liabilities ( 2,524,338) ( 1,224,090)
Decrease in accrued compensation payable ( 1,730,117) ( 4,837,344)
Increase (decrease) in income taxes payable 2,273,123 ( 1,194,234)
------------ ------------
Net cash provided by (used in) operating activities 3,045,269 ( 6,139,700)
------------ ------------
Cash flows from investing activities:
Purchase of fixed assets ( 769,683) ( 3,107,094)
Proceeds from the sale of fixed assets 191,245 289,258
Dividends received from equity affiliates 48,856 35,047
------------ ------------
Net cash used in investing activities ( 529,582) ( 2,782,789)
------------ ------------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 8 of 28 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (continued)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Cash flows from financing activities:
Cash contribution from minority interest 3,691,972
Dividend paid to minority interest ( 620,253)
Repayment of notes payable ( 324,225) ( 299,616)
Repayment of obligations under capitalized leases ( 361,331) ( 114,251)
Net borrowings under revolving credit facility 1,011,597
Redeemable preferred stock dividends ( 30,000)
Acquisition of treasury stock ( 5,226,104) ( 18,481)
Issuance of notes payable 1,000,000
------------ ------------
Net cash used in financing activities ( 858,344) ( 432,348)
------------ ------------
Effect of exchange rate changes on cash ( 100,666) 407,429
------------ ------------
Net increase (decrease) in cash and cash equivalents 1,556,677 ( 8,947,408)
Cash and cash equivalents at beginning of period 15,150,296 18,041,631
------------ ------------
Cash and cash equivalents at end of period $ 16,706,973 $ 9,094,223
============ ============
Supplemental disclosures of cash flow information
Interest paid $ 595,569 $ 459,765
Income taxes paid 920,787 2,560,533
Non-cash financing activities:
Capital lease obligations incurred 141,352
Contribution of net non-cash assets from minority interest 1,715,378
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 9 of 28 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION:
Maxcor Financial Group Inc. ("MFGI") is a publicly-held financial services
holding company that was incorporated in Delaware in 1994. In August 1996, MFGI
acquired Euro Brokers Investment Corporation ("EBIC"), a privately held
international and domestic inter-dealer broker, in a merger transaction (the
"Merger").
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, Geneva, Paris, Toronto and Mexico City, and
correspondent relationships with other brokers throughout the world. EBIC and
its affiliates currently comprise substantially all of MFGI's business and
assets.
The consolidated financial statements include the accounts of MFGI and its
majority-owned subsidiaries and other entities over which it exercises control
(collectively, the "Company"). All significant inter-company balances and
transactions have been eliminated. Investments in unconsolidated affiliates
where the Company may exercise significant influence over operating and
financial policies have been accounted for using the equity method. Earnings
from investments accounted for under the equity method have been reflected as
other income in the consolidated statements of operations.
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. Certain reclassifications have been made
to the prior period amounts to conform with the current period presentation.
Operating results for the interim periods ended September 30, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999. For further information, refer to the audited consolidated
financial statements of the Company as of December 31, 1998 and 1997 and for
each of the years in the three-year period then ended and the footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1998 ("1998 Form 10-K").
Page 10 of 28 Pages
<PAGE>
NOTE 2 - SIGNIFICANT ACCOUNTANT POLICIES
Accounting Developments:
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133 requires that all derivative
instruments, including certain derivatives embedded in other contracts, be
recorded on the balance sheet at their fair value. Changes in the fair value of
derivatives are to be recorded each period in current earnings or accumulated
other comprehensive income, depending on whether a derivative is designated as
part of a hedge transaction and, if it is, the type of hedge transaction. In
June 1999, the FASB issued Statement of Financial Accounting Standards No. 137
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133", which deferred the effective date for
SFAS 133 to all fiscal quarters of all fiscal years beginning after June 15,
2000 (January 1, 2001 for the Company). Management is currently assessing the
effect SFAS 133 will have on the Company's consolidated results of operations
and financial position.
NOTE 3 - EARNINGS PER SHARE:
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations for the three month and nine
month periods ended September 30, 1999 and 1998:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Numerator (basic and diluted calculation):
Net income (loss) $ 1,047,599 $ 65,770 $ 3,668,402 ($ 734,397)
Less redeemable preferred stock dividends ( 10,000) ( 30,000)
------------ ------------ ------------ -----------
Net income available to common stockholders 1,037,599 65,770 3,638,402 ( 734,397)
Denominator:
Weighted average common shares
outstanding (basic calculation) 8,337,437 11,326,015 10,175,187 11,329,076
Dilutive effect of stock options 370,301 45,351
------------ ------------ ------------ -----------
Diluted weighted average common
shares outstanding (diluted calculation) 8,707,738 11,326,015 10,220,538 11,329,076
Earnings per share:
Basic .12 .01 .36 (.06)
Diluted .12 .01 .36 (.06)
Antidilutive common stock equivalents:
Options 1,650,000 110,000 1,650,000
Warrants 734,980 734,980 734,980 734,980
</TABLE>
Page 11 of 28 Pages
<PAGE>
NOTE 4 - STOCKHOLDERS' EQUITY:
Preferred stock:
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.
At September 30, 1999 and December 31, 1998, the Company had outstanding 2,000
shares of Series B Cumulative Redeemable Preferred Stock ("Series B Preferred
Stock") with an aggregate stated value of $2,000,000.
Common stock and warrants:
At December 31, 1998, the Company had outstanding 11,323,782 shares of common
stock, and held 68,487 shares in treasury. On June 17, 1999, the Company
repurchased 2,986,345 shares of its common stock from investment partnerships of
the venture capital group, Welsh, Carson, Anderson & Stowe ("WCAS") for
$5,226,106 or $1.75 per share (the "Repurchase"). As a result, at September 30,
1999, the Company had outstanding 8,337,437 shares of common stock and held
3,054,832 shares in treasury.
At September 30, 1999 and December 31, 1998, the Company had outstanding 685,948
redeemable common stock purchase warrants (issued in connection with the
Company's initial public offering) and 49,032 Series B redeemable common stock
purchase warrants (issued in connection with the Merger and economically
identical in their terms to the other series of warrants).
At September 30, 1999 and December 31, 1998, the Company had 734,980 shares of
common stock reserved for issuance upon exercise of all warrants and an
additional 1,800,000 shares reserved for issuance upon exercise of options that
have been and may be granted pursuant to the Company's 1996 Stock Option Plan.
NOTE 5 - FORMATION OF JOINT VENTURE SUBSIDIARY:
On January 1, 1999, Euro Brokers International Limited ("EBIL"), a U.K.
subsidiary, completed a Sale and Purchase Agreement (the "Agreement") with
Monecor (London) Limited ("Monecor"), issuing 50% of its share capital to
Monecor in exchange for net assets approximating $5.4 million, consisting of all
the shares of Monecor's subsidiary, Finacor Limited, and the assets and
undertaking of its Finacor Peter branch in Paris. The Agreement combined the
existing interest rate options, U.S. dollar deposit and the euro, British pound
sterling and Japanese yen swaps operations of EBIL with the euro and
Scandinavian swaps businesses of Finacor Limited and the euro swaps business of
Finacor Peter. Simultaneously therewith, EBIL changed its name to Euro Brokers
Finacor Limited ("EBFL"). The equity
Page 12 of 28 Pages
<PAGE>
and results of operations for EBFL are consolidated in the Company's
consolidated financial statements with Monecor's interest presented as minority
interest.
NOTE 6 - BORROWING ARRANGEMENTS:
Loan payable:
On June 17, 1999, Euro Brokers Inc. ("EBI"), a U.S. subsidiary, entered into a
Loan and Security Agreement with General Electric Capital Corporation ("GECC")
for a revolving credit facility of up to $5 million (the "Facility") which
expires on June 17, 2004. The Facility is secured by substantially all of EBI's
assets. The borrowing availability under the Facility (which approximated $3.8
million at September 30, 1999) is determined based upon the level and condition
of EBI's billed accounts receivable. The agreement contains certain covenants
which require EBI and the Company as a whole, to maintain certain financial
ratios and conditions. Borrowings under the Facility bear interest at a variable
rate based upon the published rate for 30-day dealer placed commercial paper
plus a margin. Commitment fees of .15% per annum are charged on the unused
portion of the Facility.
Notes payable:
Upon consummation of the Repurchase, the Company issued notes payable
aggregating $1,000,000 to the relevant WCAS partnerships. Certain of the notes,
aggregating $500,000, mature on December 17, 1999 and bear interest at a rate of
7%. The remaining notes mature on June 16, 2000 and bear interest at a rate of
10%. As security for these notes, 1,142,858 of the repurchased shares have been
deposited in an escrow account and will be released to the Company in
installments as the notes are repaid.
NOTE 7 - NET CAPITAL REQUIREMENTS:
Maxcor Financial Inc. ("MFI"), a U.S. broker-dealer subsidiary, is subject to
the Uniform Net Capital Rule (rule 15c3-1) of the Securities and Exchange
Commission (the "SEC"), which requires the maintenance of minimum regulatory net
capital. MFI has elected to use the alternative method, as permitted by the
rule, which requires that MFI maintain minimum regulatory net capital, as
defined, equal to the greater of $250,000 or 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, 1999, MFI's regulatory net capital was approximately $13,415,000
and exceeded the minimum requirement of $250,000 by approximately $13,165,000.
MFI's membership in the Government Securities Clearing Corporation requires it
to maintain minimum excess regulatory net capital of $10,000,000. 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 13 of 28 Pages
<PAGE>
NOTE 8 - SEGMENT REPORTING:
In accordance with the requirements for interim period reporting under Statement
of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"), the Company is reporting
certain information relating to its operating segments. The Company has defined
its operating segments based upon geographic location. Although all segments are
engaged in the inter-dealer brokerage business, they are managed separately to
reflect their unique market, employment and regulatory environments. The
reportable segments for the three and nine month periods respectively ended
September 30, 1999 and September 30, 1998 as defined by SFAS 131 consist of the
United States, United Kingdom and Japan. United States amounts are principally
derived from the Company's New York office, but include all U.S. based
operations. United Kingdom and Japan amounts include the consolidated operations
of joint ventures the Company participates in from these locations and
consolidates in its financial statements. Other geographic segments which did
not meet the SFAS 131 materiality thresholds for the year ended December 31,
1998 and which are not expected to meet these thresholds for the year ended
December 31, 1999 have been included in "All Other".
<TABLE>
<CAPTION>
United States United Kingdom Japan All Other Total
------------- -------------- ----- --------- -----
<S> <C> <C> <C> <C> <C>
Three months ended
September 30, 1999
Commission income $ 18,183,910 $ 13,111,740 $ 4,555,977 $ 1,693,403 $ 37,545,030
Net income (loss) 1,479,244 ( 273,510) ( 195,723) 37,588 1,047,599
- ------------------------------------------------------------------------------------------------------------------------
Three months ended
September 30, 1998
Commission income 19,220,916 11,647,092 6,050,730 1,066,882 37,985,620
Net (loss) income ( 271,712) 42,967 595,760 ( 301,245) 65,770
<CAPTION>
United States United Kingdom Japan All Other Total
------------- -------------- ----- --------- -----
<S> <C> <C> <C> <C> <C>
Nine months ended
September 30, 1999
Commission income 57,170,231 44,123,608 15,747,074 5,181,519 122,222,432
Net income 2,348,662 578,360 580,558 160,822 3,668,402
- ------------------------------------------------------------------------------------------------------------------------
Nine months ended
September 30, 1998
Commission income 61,194,030 33,047,614 17,686,766 4,225,433 116,153,843
Net (loss) income ( 536,595) ( 1,260,571) 1,295,389 ( 232,620) ( 734,397)
</TABLE>
Page 14 of 28 Pages
<PAGE>
NOTE 9 - SUBSEQUENT EVENT:
In October 1999, the Company's Tokyo-based derivatives joint venture (the "Tokyo
Partnership") with Yagi Euro Corporation ("Yagi Euro") executed an agreement in
principle to merge its off-balance sheet brokerage operations with those of
Nittan Exco Ltd. ("Nittan"). The agreement contemplates that the Company, which
currently has an equal 50% interest with Yagi Euro in the Tokyo Partnership,
along with a 15% equity interest in Yagi Euro itself, will retain a 40% direct
interest in the expanded Tokyo Partnership, with Yagi Euro retaining a 30%
interest and Nittan acquiring the remaining 30%. The Company's 15% equity
interest in Yagi Euro will remain unchanged, except that Yagi Euro's businesses
in local money markets and forward foreign exchange, which are conducted outside
of the Tokyo Partnership, will be combined on a 50-50 basis with the comparable
businesses of Nittan. Closing of the transactions is expected to occur in the
fourth quarter of 1999, but is subject to the negotiation and execution of
definitive documentation and certain other contingencies.
Page 15 of 28 Pages
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Three Months Ended September 30, 1999
Compared to the Three Months Ended September 30, 1998
Commission income for the three months ended September 30, 1999 decreased
$440,590 to $37,545,030, compared to $37,985,620 for the comparable period in
1998. The slight decrease was the combined result of decreased brokerage in the
Tokyo Partnership of approximately $1.5 million and decreased brokerage in New
York of approximately $1.0 million, offset in part by increased brokerage in
London and Geneva of approximately $2.0 million. The decreased brokerage in the
Tokyo Partnership primarily reflected the impact of increased competitive
pressures and reduced market activity. Brokerage in New York declined primarily
as a result of reduced market activity in emerging market debt securities and
reduced brokerage in electricity energy derivatives, offset in part by increases
in brokerage in interest rate derivatives. The increased brokerage in London and
Geneva primarily reflected the impact of the completion, as of January 1, 1999,
of the EBFL joint venture, which expanded the Company's core of brokers and
product offerings, and the growth of the Geneva office since its commencement in
July 1998.
The Company hopes to counteract the decreased brokerage in the Tokyo Partnership
in part through its recently-announced agreement in principle with Nittan. The
transaction, which is expected to close in the fourth quarter of 1999, will
expand the local and global customer base of the Tokyo Partnership through the
addition of Nittan's Tokyo-based derivatives operations. See Note 9 of the Notes
to the Consolidated Financial Statements.
In emerging market debt securities, commission income has been affected by
market trading activity that throughout 1999 has lagged well below historical
levels. The Company believes, however, that it has retained its leading market
share of such activity and, together with its previously-announced development
of electronic trading platform initiatives with Tradesoft Technologies, Inc., is
well positioned to benefit from any return in 2000 of such market trading
activity.
The Company is also looking to build commission income through a current effort
to expand its corporate bond brokerage business on a worldwide basis by using
its London and New York centers to provide coordinated global customer coverage
for the brokerage of high-grade corporate bonds, yankee bonds, global bonds and
high-yield and distressed securities.
Notwithstanding the foregoing, the Company expects that its fourth quarter,
which historically has been a challenge because of the holiday season and fewer
trading days, to be an even greater challenge in 1999, with an anticipated
industry-wide reduction in trading activity as customers focus internally on Y2K
preparedness. However, assuming that the Nittan transaction closes in the fourth
quarter as anticipated, the Company expects to record a one-time gain, net of
transaction and related costs, of approximately $1.5 million.
Page 16 of 28 Pages
<PAGE>
Interest income for the three months ended September 30, 1999 increased by
$240,121 to $587,616, compared to $347,495 for the comparable period in 1998,
primarily reflecting additional interest associated with an increase in the
average inventory of municipal securities during the current period.
Other income for the three months ended September 30, 1999 decreased $356,837 to
$184,233, compared to $541,070 for the three months ended September 30, 1998,
primarily due to a decrease in trading gains on municipal securities
transactions and a decrease in net foreign exchange gains.
Payroll and related costs for the three months ended September 30, 1999
increased $1,957,698 to $27,144,829, compared to $25,187,131 for the three
months ended September 30, 1998. The increase was primarily the result of
increased employment costs in London and Geneva, aggregating approximately $1.9
million, reflecting an increase in brokerage staff and commission income in
conjunction with the EBFL joint venture and the growth of the Geneva operations,
and increased employment costs in the Tokyo Partnership, approximating $.5
million, reflecting increased competitive pressures. These increases were
partially offset by reduced employment costs in New York of approximately $.7
million, reflecting reduced commission income and implemented cost reductions in
the emerging market debt and electricity energy derivatives areas. As a
percentage of commission income, payroll and related costs increased to
approximately 72.3% for the three months ended September 30, 1999, as compared
to approximately 66.3% for the corresponding period in 1998, primarily
reflective of certain fixed salary costs in areas which sustained reduced
revenues.
Communication costs were consistent for the three months ended September 30,
1999 and 1998 at $3,688,218 and $3,655,811, respectively, reflecting the
offsetting effects of an increase associated with the expanded brokerage
operations in London associated with the EBFL joint venture and a decrease in
New York associated with overall cost reductions in certain areas.
Travel and entertainment costs for the three months ended September 30, 1999
decreased $20,205 to $2,102,885, compared to $2,123,090 for the three months
ended September 30, 1998. As a percentage of commission income, travel and
entertainment costs were consistent at approximately 5.6% for the three months
ended September 30, 1999 and 1998, reflective of management's continued efforts
to control these costs.
Occupancy costs represent expenses incurred in connection with various operating
leases for 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, 1999, these costs decreased $124,318 to $1,299,148,
compared to $1,423,466 for the three months ended September 30, 1998, primarily
reflecting a reduction in rent and related costs derived from subletting a
portion of the Company's leased space in London and an overall rent tax rate
reduction in London.
Page 17 of 28 Pages
<PAGE>
Depreciation and amortization expense consists principally of depreciation of
communication and computer equipment and leased automobiles and amortization of
leasehold improvements and intangible assets. For the three months ended
September 30, 1999, depreciation and amortization decreased $183,058 to
$1,076,845, compared to $1,259,903 for the three months ended September 30,
1998, primarily as a result of a reduction in depreciable fixed assets in
London.
Clearing fees are fees for transaction settlements and credit enhancement, which
are charged by clearing institutions where the Company generally acts as a
riskless principal on a fully matched basis. These expenses decreased $884,768
to $644,692 for the three months ended September 30, 1999, compared to
$1,529,460 for the three months ended September 30, 1998, due primarily to a
decrease in the number of cleared transactions, principally in emerging market
debt securities.
Interest expense for the three months ended September 30, 1999 increased $69,000
to $282,558, compared to $213,558 for the comparable period in 1998. This
increase was primarily the result of financing an increased average inventory of
municipal securities during the current period.
General, administrative and other expenses include such operating expenses as
corporate insurance, office supplies and expenses, legal fees, audit and tax
fees, consulting fees, food costs and dues to various industry associations. For
the three months ended September 30, 1999, these costs decreased $403,460 to
$1,435,033, compared to $1,838,493 for the three months ended September 30,
1998, primarily as a result of a decrease in services used from outside
professionals and management's continued efforts to reduce costs.
For the three months ended September 30, 1999, the Company had a net benefit for
income taxes of $163,143, compared to a net provision for income taxes of
$1,187,713 for the comparable period in 1998. This change is primarily
reflective of lower pre-tax income and the effect of an $800,000 adjustment
during the current quarter to reduce income tax reserves as a result of a
favorable resolution to certain contingencies. The Company's effective tax rate,
exclusive of this adjustment, is higher for the three months ended September 30,
1999 as compared to the three months ended September 30, 1998, primarily as a
result of the impact of non-deductible entertainment expenses on lower pre-tax
accounting income.
For the three months ended September 30, 1999, minority interest in consolidated
subsidiaries resulted in a reduction of net losses from such subsidiaries of
$241,785, as opposed to a reduction of net income from such subsidiaries of
$389,790 for the three months ended September 30, 1998, primarily due to the
competitive pressures encountered by the Tokyo Partnership.
Page 18 of 28 Pages
<PAGE>
Nine months ended September 30, 1999
Compared to the Nine months ended September 30, 1998
Commission income for the nine months ended September 30, 1999 increased
$6,068,589 to $122,222,432, compared to $116,153,843 for the comparable period
in 1998. The increase resulted primarily from increased brokerage in London and
Geneva, aggregating approximately $13.4 million, offset in part by decreased
brokerage in New York and Mexico City, aggregating approximately $5.2 million,
and decreased brokerage in the Tokyo Partnership of approximately $1.9 million.
The increased brokerage in London and Geneva primarily reflected the impact of
the completion, as of January 1, 1999, of the EBFL joint venture and the impact
of the Geneva operations, which commenced in July 1998. Brokerage in New York
and Mexico City declined primarily as a result of reduced market activity in
both centers in emerging market debt securities and, in New York, reduced
brokerage in electricity energy derivatives, offset in part by increased
brokerage in deposits and interest rate derivatives. The decreased brokerage in
the Tokyo Partnership primarily reflected the impact of increased competitive
pressures and reduced market activity.
Interest income for the nine months ended September 30, 1999 increased by
$280,407 to $1,410,507, compared to $1,130,100 for the comparable period in
1998. This increase resulted primarily from additional interest associated with
an increase in the average inventory of municipal securities during the current
period.
Other income for the nine months ended September 30, 1999 decreased $327,132 to
$827,264, compared to $1,154,396 for the nine months ended September 30, 1998,
primarily due to net foreign exchange losses and losses from unconsolidated
affiliates for the nine months ended September 30, 1999, as compared to net
foreign exchange gains and gains from unconsolidated affiliates for the nine
months ended September 30, 1998, offset in part by an increase in trading gains
on municipal securities transactions.
Payroll and related costs for the nine months ended September 30, 1999 increased
$6,338,329 to $84,415,063, compared to $78,076,734 for the nine months ended
September 30, 1998. The increase was primarily the result of increased
employment costs in London and Geneva, aggregating approximately $8.1 million,
reflecting an increase in brokerage staff and commission income in conjunction
with the EBFL joint venture and the new Geneva operations, and increased
employment costs in the Tokyo Partnership, approximating $1.5 million,
reflecting increased competitive pressures. These increases were partially
offset by reduced employment costs in New York and Mexico City, aggregating
approximately $3.0 million, reflecting reduced commission income and implemented
cost reductions in the emerging market debt and electricity energy derivatives
areas. As a percentage of commission income, payroll and related costs increased
to approximately 69.1% for the nine months ended September 30, 1999, as compared
to approximately 67.2% for corresponding period in 1998, primarily reflective of
certain fixed salary costs in areas which sustained reduced revenues.
Page 19 of 28 Pages
<PAGE>
Communication costs were consistent for the nine months ended September 30, 1999
and the nine months ended September 30, 1998, at $11,234,698 and $11,147,574,
respectively, reflecting the net effects of an increase in London associated
with the expanded operations from the EBFL joint venture, additional costs from
the Geneva operations and a decrease in New York associated with overall cost
reductions in certain areas.
Travel and entertainment costs for the nine months ended September 30, 1999
decreased $687,195 to $6,423,679, compared to $7,110,874 for the nine months
ended September 30, 1998, primarily as a result of management's continued focus
on reducing these costs. As a percentage of commission income, travel and
entertainment costs decreased to approximately 5.3% for the nine months ended
September 30, 1999, as compared to 6.1% for the corresponding period in 1998.
Occupancy costs decreased $432,559 to $4,149,982 for the nine months ended
September 30, 1999, compared to $4,582,541 for the nine months ended September
30, 1998, primarily reflecting a reduction in rent and related costs derived
from subletting a portion of the Company's leased space in London and an overall
rent tax rate reduction in London.
Depreciation and amortization expense for the nine months ended September 30,
1999, decreased $451,216 to $3,355,736, compared to $3,806,952 for the nine
months ended September 30, 1998, primarily as a result of a reduction in
depreciable fixed assets in London.
Clearing fees for the nine months ended September 30, 1999 decreased $1,244,704
to $2,589,069, compared to $3,833,773 for the nine months ended September 30,
1998, due primarily to a decrease in the number of cleared transactions,
primarily in emerging market debt securities, offset in part by an increase in
the costs of certain transactions being processed through the Emerging Markets
Clearing Corporation (the "EMCC"). The EMCC, which commenced operations in May
1998, is a clearing corporation established by certain emerging markets trading
participants for the purpose of reducing settlement risk and ultimately clearing
costs.
Interest expense for the nine months ended September 30, 1999 increased $18,145
to $738,493, compared to $720,348 for the comparable period in 1998. This
increase was primarily the result of financing an increased average inventory of
municipal securities during the current period, offset in part by a decrease
associated with a lesser average amount of notes payable outstanding during the
current period.
General, administrative and other expenses decreased $722,736 to $4,619,231 for
the nine months ended September 30, 1999, as compared to $5,341,967 for the nine
months ended September 30, 1998, primarily as a result of a decrease in services
used from outside professionals and management's continued efforts to reduce
costs.
Provision for income taxes for the nine months ended September 30, 1999
decreased $893,042 to $2,588,917, compared to $3,481,959 for the nine months
ended September 30, 1998,
Page 20 of 28 Pages
<PAGE>
primarily reflective of an $800,000 adjustment during the current period to
reduce income tax reserves as a result of a favorable resolution to certain
contingencies. The Company's effective tax rate, exclusive of the adjustment
noted above, is lower for the nine months ended September 30, 1999, as compared
to the nine months ended September 30, 1998, reflecting a lower tax rate on
income generated by the Tokyo Partnership due to a corporate restructuring
effective as of January 1, 1999, and the combined favorable impact of lower
non-deductible entertainment expenses on higher pre-tax accounting income.
Minority interest in the income from consolidated subsidiaries for the nine
months ended September 30, 1999 decreased $393,081 to $676,933, compared to
$1,070,014 for the nine months ended September 30, 1999, primarily due to the
competitive pressures encountered by the Tokyo Partnership.
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 receivables from broker-dealers and customers and securities
owned.
Receivable from broker-dealers and customers at September 30, 1999 reflects an
increase from levels at December 31, 1998, principally due to the EBFL joint
venture, which expanded the Company's brokerage operations that are settled on a
name give-up basis, instead of using a clearing firm, and increased brokerage in
New York in such non-cleared businesses.
Securities owned principally reflect municipal security positions taken in
connection with the Company's brokerage of municipal securities business.
Positions are generally held for short periods of time and for the purpose of
facilitating anticipated customer needs and are generally financed by margin
borrowings from a broker-dealer that clears these transactions on the Company's
behalf on a fully-disclosed basis ("Clearing Broker"). At September 30, 1999, as
reflected on the Consolidated Statements of Financial Condition, the Company had
net assets relating to securities transactions of approximately $3.9 million,
reflecting securities owned of approximately $10.4 million, financed by a
payable to the Clearing Broker of approximately $6.5 million.
MFI is a member of the Government Securities Clearing Corporation for the
purpose of clearing U.S. Treasury repurchase agreements. Pursuant to such
membership, MFI is required to maintain excess regulatory net capital of
$10,000,000, and a pledge of $5,000,000 in U.S. Treasury securities. In
addition, MFI'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
Statements of Financial Condition.
Page 21 of 28 Pages
<PAGE>
Loan payable of approximately $1.0 million at September 30, 1999 represents
amounts borrowed under the Facility with GECC, which provides for borrowings of
up to $5 million and expires on June 17, 2004. The Facility is secured by
substantially all of EBI's assets. The borrowing availability under the Facility
(which approximated $3.8 million at September 30, 1999) is determined based upon
the level and condition of the billed accounts receivable of EBI. The agreement
with GECC contains certain covenants, which require EBI, and the Company as a
whole, to maintain certain financial ratios and conditions.
Notes payable at September 30, 1999 of approximately $4.5 million reflects the
remaining installments of principal due on November 30, 1999 on notes issued by
the Company in connection with the acquisition of EBIC's predecessor business in
December 1986, which aggregate $2.1 million, $1 million in notes issued to the
relevant WCAS investment partnerships in connection with the Repurchase, and
approximately $1.4 million which relates to a secured financing obtained by the
Company in December 1997 in the form of a fixed rate note payable to GECC,
payable in monthly installments through December 2002.
The Series B Preferred Stock, with an aggregate stated value of $2,000,000, is
redeemable at anytime at the Company's option and is subject to mandatory
redemption on October 1, 2008 or within 60 days of the disposition of the
Company's investment in Yagi Euro, the current holder.
All payments required under the terms of the loan, notes and Series B Preferred
Stock are expected to be paid in timely fashion from the Company's resources.
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.
Year 2000 Compliance
The Company believes that it has completed the process of modifying and
upgrading its internal mission-critical computer software applications and
systems to incorporate the "Year 2000" dating changes necessary to permit
correct recording of, and calculations involving, calendar dates for January 1,
2000 and later, and has substantially completed this process for its internal
non-mission-critical systems. The Company does not currently anticipate any
material disruption to its operations as a result of any failure by the Company
to be in compliance.
In addition, the Company has substantially completed surveying and testing the
Year 2000 compliance status and efforts of the key vendors, suppliers and other
third parties with whom it conducts business, and has obtained appropriate Year
2000 compliance assurances from
Page 22 of 28 Pages
<PAGE>
substantially all such parties. These efforts are ongoing and expected to
continue throughout 1999. The Company has received written responses from
substantially all key third party vendors certifying that such vendors are or
will be timely year 2000 compliant. The Company intends to continue to seek the
necessary written assurances from the remaining third parties, as well as the
necessary opportunities to test the compliance status of their relevant systems.
To date, the Company has spent approximately $300,000 on Year 2000 compliance
efforts, and has budgeted an additional $100,000 to cover the remainder of 1999
and the first quarter of 2000. These amounts reflect that the Company,
independent of Year 2000 considerations, invests regularly in updating its
technology, so that significant hardware and software expenditures solely for
Year 2000 purposes have not proven necessary. These amounts also reflect that
the Company, to date, has been able to conduct most of its Year 2000 compliance
efforts using internal information technology personnel and, going forward, does
not expect to rely heavily on outside consultants in connection with such
efforts.
Recently promulgated SEC rules, in substance, require all registered
broker-dealers, such as the Company's subsidiary, MFI, to have determined by
August 31, 1999 that their mission critical systems are Year 2000 compliant and
that they do not otherwise have material Year 2000 problems. A firm that is
unable to do so must either cease conducting securities transactions and
carrying customer accounts as of that date or certify to the SEC and the
broker-dealer's designated examining authority that any material Year 2000
problems in mission critical systems will be fixed no later than November 15,
1999. In August 1999, MFI determined that it was timely compliant with these new
rules and did not have to make any certifications to the SEC. In addition, in
September 1999 the SEC completed an examination of MFI's books and records with
regard to MFI's Year 2000 disclosures and compliance efforts and did not issue
any written comments (the lack of comments, however, does not represent any SEC
conclusion as to whether MFI will ultimately be fully Year 2000 compliant).
The Company believes that it has addressed substantially all of the Year 2000
issues facing its business that are within its control. Nonetheless, it has
developed a formal contingency plan to address possible Year 2000 failures -
mostly of third party providers, including utilities - that might occur. The
contingency plan, however, does not address all possible Year 2000 failures and,
to the extent the Company is forced to operate under portions of its contingency
plan, it can be anticipated that some services and operations would be provided
at less than their normal level and that the Company's business, financial
condition and results of operations might be adversely affected as a result.
Accordingly, notwithstanding the Company's current comfort level with the status
and results of its Year 2000 compliance efforts, the Company cautions that it
cannot predict with certainty: (i) the ultimate outcome or success of its Year
2000 compliance efforts (including, if needed, its contingency plan), (ii) the
final costs required to address all of its Year 2000-related issues (including
whether the above budget for the remainder of 1999 and the beginning of 2000
will prove to be adequate), (iii) whether all necessary third party systems will
be timely Year 2000 compliant (or, if not, whether adequate alternatives can be
found) or (iv) if the Company's and/or third party compliance efforts
(including, if needed, the Company's contingency plan) ultimately prove
inadequate in any
Page 23 of 28 Pages
<PAGE>
fashion, the extent to which such deficiencies would have a material adverse
effect on the Company's business, financial condition and results of operations.
Forward-Looking Statements
Certain statements contained in this Item 2 and elsewhere in this report, as
well as other oral and written statements made by the Company to the public,
contain and incorporate by reference forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Wherever possible, the Company has identified these
forward-looking statements by words such as "believes," "anticipates," "expects"
and similar phrases. Such forward-looking statements, which describe the
Company's current beliefs concerning future business conditions and the outlook
for the Company, are subject to significant uncertainties, many of which are
beyond the control of the Company. Actual results or performance could differ
materially from that expected by the Company. Uncertainties include factors such
as market and economic conditions, the success of technology development and
deployment, the status of relationships with employees, customers and clearing
firms, possible third-party litigations or other unanticipated contingencies,
the Year 2000 compliance status of third parties, the actions of competitors,
and government regulatory changes. Reference is made to the "Cautionary
Statements," "Competition," "Regulation" and "Quantitative and Qualitative
Disclosures about Market Risk" sections of the Company's 1998 Form 10-K and to
the Company's subsequent filings with the SEC for a fuller description of these
and additional uncertainties. The forward-looking statements made herein are
only made as of the date of this report, and the Company undertakes no
obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Borrowings under the Facility, which EBI entered into with GECC in June 1999,
bear interest at a variable rate based upon the published rate for 30-day
dealer-placed commercial paper. Management will monitor the interest rate
environment to determine the necessity of a hedging strategy to guard against
increases in market interest rates.
Other than the item described above, the Company's market risk analysis did not
materially change from the market risk analysis as of December 31, 1998
presented in the Company's 1998 Form 10-K.
Page 24 of 28 Pages
<PAGE>
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
The Company did not file any Current Reports on Form 8-K during the three months
ended September 30, 1999.
Page 25 of 28 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 15, 1999
MAXCOR FINANCIAL GROUP INC.
(Registrant)
/s/ Gilbert D. Scharf
--------------------------------------------------------
Gilbert D. Scharf, President and Chief Executive Officer
/s/ Keith E. Reihl
--------------------------------------------------------
Keith E. Reihl, Chief Financial Officer
Page 26 of 28 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
27 Financial Data Schedule (filed in electronic form only) 28
Page 27 of 28 Pages
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Financial Statements of Maxcor Financial Group Inc. at and as of
September 30, 1999 and is qualified in its entirety by reference to such
Consolidated Financial Statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JUL-01-1999 JAN-01-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 16,706,973 16,706,973
<RECEIVABLES> 24,702,887 24,702,887
<SECURITIES-RESALE> 0 0
<SECURITIES-BORROWED> 0 0
<INSTRUMENTS-OWNED> 10,407,597 10,407,597
<PP&E> 7,668,962 7,668,962
<TOTAL-ASSETS> 77,492,083 77,492,083
<SHORT-TERM> 1,011,597 1,011,597
<PAYABLES> 6,546,456 6,546,456
<REPOS-SOLD> 0 0
<SECURITIES-LOANED> 0 0
<INSTRUMENTS-SOLD> 0 0
<LONG-TERM> 4,512,172 4,512,172
2,000,000 2,000,000
0 0
<COMMON> 11,392 11,392
<OTHER-SE> 28,301,946 28,301,946
<TOTAL-LIABILITY-AND-EQUITY> 77,492,083 77,492,083
<TRADING-REVENUE> 196,872 1,068,877
<INTEREST-DIVIDENDS> 587,616 1,410,507
<COMMISSIONS> 37,545,030 122,222,432
<INVESTMENT-BANKING-REVENUES> 0 0
<FEE-REVENUE> 0 0
<INTEREST-EXPENSE> 282,558 738,493
<COMPENSATION> 27,144,829 84,415,063
<INCOME-PRETAX> 642,671 6,934,252
<INCOME-PRE-EXTRAORDINARY> 642,671 6,934,252
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,047,599 3,668,402
<EPS-BASIC> 0.12 0.36
<EPS-DILUTED> 0.12 0.36
</TABLE>
