<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 March 31, 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 May 12, 1999 was 11,323,782.
The Exhibit Index is on Page 22
Page 1 of 23 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 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk 19
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
Exhibit Index 22
Page 2 of 23
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(Unaudited)
Page 3 of 23 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
--------------- -----------------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 16,346,687 $ 15,150,296
Deposits with clearing organizations 7,111,775 7,121,033
Receivable from broker-dealers and customers 25,471,748 16,557,824
Securities owned 13,756,963 11,578,515
Prepaid expenses and other assets 5,584,552 8,268,622
Deferred tax asset 2,428,658 2,442,981
Equity in affiliated companies 2,734,586 2,935,100
Furniture, equipment and leasehold improvements 9,221,552 10,018,602
Intangible assets 1,094,207 1,196,692
------------- -------------
Total assets $ 83,750,728 $ 75,269,665
============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
Page 4 of 23
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(continued)
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Payable to broker-dealer $ 9,909,867 $ 7,845,490
Accounts payable and accrued liabilities 14,257,391 15,478,695
Accrued compensation payable 14,428,993 14,704,076
Income taxes payable 1,372,377 375,665
Deferred taxes payable 495,636 495,636
Obligations under capitalized leases 717,533 751,747
Notes payable 3,689,415 3,824,842
----------- -----------
44,871,212 43,476,151
----------- -----------
Minority interest in consolidated subsidiary 5,849,300
-----------
Redeemable preferred stock:
Series B, 2% cumulative, stated value $1,000
2,000 shares issued at 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
March 31, 1999 and December 31, 1998, reported above
Common stock, $.001 par value; 30,000,000 shares
authorized, 11,392,269 shares issued at March 31,
1999 and December 31, 1998 11,392 11,392
Additional paid-in capital 33,187,415 33,187,415
Treasury stock at cost; 68,487 shares of common stock
held at March 31, 1999 and December 31, 1998 ( 227,932) ( 227,932)
Accumulated deficit ( 3,536,423) ( 5,100,223)
Accumulated other comprehensive income:
Foreign translation adjustments 1,595,764 1,922,862
----------- -----------
Total stockholders' equity 31,030,216 29,793,514
----------- -----------
Total liabilities and stockholders' equity $83,750,728 $75,269,665
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 5 of 23 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenue:
Commission income $ 44,412,112 $ 39,124,825
Interest income 355,993 467,780
Other income 430,095 227,008
-------------- --------------
45,198,200 39,819,613
-------------- --------------
Costs and expenses:
Payroll and related costs 29,209,821 26,993,722
Communication costs 3,880,411 3,650,546
Travel and entertainment 2,076,404 2,600,307
Occupancy costs 1,539,914 1,540,173
Depreciation and amortization 1,214,668 1,270,360
Clearing fees 986,361 1,056,467
Interest expense 205,188 242,194
General, administrative and other expenses 1,829,197 1,872,134
-------------- --------------
40,941,964 39,225,903
-------------- --------------
Income before provision for income taxes and
minority interest 4,256,236 593,710
Provision for income taxes 1,810,238 990,600
-------------- --------------
Income (loss) before minority interest 2,445,998 ( 396,890)
Minority interest in consolidated subsidiaries ( 872,198) ( 407,400)
-------------- --------------
Net income (loss) $ 1,573,800 ($ 804,290)
============== ==============
Weighted average common shares outstanding 11,323,782 11,330,631
Basic and diluted earnings (loss) per share $ .14 ($ .07)
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 6 of 23
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIODS ENDED DECEMBER 31, 1998 AND MARCH 31, 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
three months ended
March 31, 1999 $ 1,573,800 1,573,800 1,573,800
Other comprehensive
income
Foreign translation
adjustment (net of
income tax benefit
of $94,532) ( 327,098) ( 327,098) ( 327,098)
-----------
Comprehensive income $ 1,246,702
===========
Redeemable preferred
stock dividends ( 10,000) ( 10,000)
---------- ----------- ----------- ------------ ----------- ------------
Balance at March 31, 1999 $ 11,392 $33,187,415 ($ 227,932) ($3,536,423) $ 1,595,764 $31,030,216
========== =========== =========== ============ =========== ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 7 of 23 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,573,800 ($ 804,290)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 1,214,668 1,270,360
Provision for doubtful accounts 11,765 15,228
Net loss on disposal of fixed assets ( 2,787)
Minority interest in earnings of consolidated
subsidiary 623,254
Undistributed earnings of unconsolidated subsidiaries ( 754,516) ( 1,001,310)
Imputed interest expense 7,568 14,770
Change in assets and liabilities:
Decrease (increase) in deposits with clearing organizations 9,258 ( 597,890)
Increase in receivable from broker-dealers and customers ( 7,264,969) ( 2,160,685)
(Increase) decrease in securities owned ( 2,178,448) 6,222,824
Decrease in prepaid expenses and other assets 3,405,866 1,153,202
Decrease in short-term bank loans ( 4,530,502)
Increase in payable to broker-dealer 2,064,377 8,198
Increase in securities sold, not yet purchased 70,188
Decrease in accounts payable and accrued liabilities ( 1,009,818) ( 1,811,428)
Decrease in accrued compensation payable ( 435,427) ( 4,576,780)
Increase (decrease) in income taxes payable 1,022,900 ( 1,629,182)
-------------- --------------
Net cash used in operating activities ( 1,712,509) ( 8,357,297)
-------------- --------------
Cash flows from investing activities:
Purchase of fixed assets ( 496,483) ( 497,407)
Proceeds from the sale of fixed assets 159,870
Dividends received from equity affiliates 48,856 35,047
-------------- --------------
Net cash used in investing activities ( 287,757) ( 462,360)
-------------- --------------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 8 of 23 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (continued)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Cash flows from financing activities:
Cash contribution from minority interest 3,691,972
Repayment of notes payable ( 105,950) ( 97,908)
Repayment of obligations under capitalized leases ( 106,329) ( 157,125)
Redeemable preferred stock dividends ( 10,000)
-------------- -------------
Net cash provided by (used in) financing activities 3,469,693 ( 255,033)
-------------- -------------
Effect of exchange rate changes on cash ( 273,036) 52,734
-------------- -------------
Net increase (decrease) in cash and cash equivalents 1,196,391 ( 9,021,956)
Cash and cash equivalents at beginning of period 15,150,296 18,041,631
------------- -------------
Cash and cash equivalents at end of period $ 16,346,687 $ 9,019,675
============= ============
Supplemental disclosures of cash flow information
Interest paid $ 166,122 $ 163,668
Income taxes paid 43,080 959,450
Non cash financing activities:
Capital lease obligations incurred 92,733
Contribution of net noncash assets from minority interest 1,715,378
</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
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION:
Maxcor Financial Group Inc. ("MFGI") was incorporated in Delaware on August
18, 1994 with the objective of acquiring or merging with an operating business
in the financial services industry. On August 16, 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 the Company'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 three months ended March 31, 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
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 23 Pages
<PAGE>
NOTE 2 - SIGNIFICANT ACCOUNTANT POLICIES
Earnings Per Share:
In computing basic and diluted earnings per share ("EPS") for the three months
ended March 31, 1999, the Company decreased its net income attributable to
common shareholders (the numerator) by redeemable preferred stock dividends of
$10,000. For the three months ended March 31, 1998, no such adjustment was
made as there were no redeemable preferred shares outstanding. Options and
warrants to purchase common stock were not added to the weighted-average
number of common shares outstanding (the denominator) for the computation of
diluted EPS since the exercise price of all the options and warrants exceed
the average market price of the Company's common stock during the reporting
periods.
Accounting Developments:
On June 15, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999 (January 1, 2000
for the Company). 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. Management is
currently assessing the effect SFAS 133 will have on the Company's
consolidated results of operations and financial position.
NOTE 3 - 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 March 31, 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 March 31, 1999 and December 31, 1998, the Company had outstanding
11,323,782 shares of common stock, 685,948 redeemable common stock purchase
warrants (issued in connection with the Company's initial public offering) and
49,032 Series B
Page 11 of 23 Pages
<PAGE>
redeemable common stock purchase warrants (issued in connection with the Merger
and economically identical in their terms to the other series of warrants).
At March 31, 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.
On March 24, 1999, the Company reached a definitive agreement with the Welsh,
Carson, Anderson & Stowe ("WCAS") venture capital group to repurchase all
2,986,346 shares of the Company's common stock held by WCAS's investment
partnerships for $5,226,106, or $1.75 per share (the "Repurchase"). Closing of
the Repurchase is contingent upon the Company obtaining financing for the
transaction, in addition to other customary conditions.
NOTE 4 - FORMATION OF JOINT VENTURE SUBSIDIARY:
On January 1, 1999, Euro Brokers International Limited ("EBIL"), a U.K.
subsidiary, changed its name to Euro Brokers Finacor Limited ("EBFL").
Simultaneously therewith, EBFL completed a Sale and Purchase 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
the shares of Monecor's subsidiary, Finacor Limited, and the assets and
undertaking of its Finacor Peter branch in Paris. EBFL combines 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. The equity and results of operations for EBFL are
consolidated in the Company's consolidated financial statements with Monecor's
interest presented as minority interest.
NOTE 5 - NET CAPITAL REQUIREMENTS:
The Company's U.S. broker-dealer subsidiary, Maxcor Financial Inc. ("MFI"), is
subject to the Securities and Exchange Commission's Uniform Net Capital Rule
(rule 15c3-1), 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 March 31, 1999, MFI's regulatory net capital was approximately
$13,081,000 and exceeded the minimum requirement of $250,000 by approximately
$12,831,000. 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
Page 12 of 23 Pages
<PAGE>
to capital rules and regulations issued by the designated regulatory authorities
to which they are subject.
NOTE 6 - 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 months ended
March 31, 1999 and 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
United States Kingdom Japan All Other Total
------------- ------- ----- --------- -----
<S> <C> <C> <C> <C> <C>
Three months ended
March 31, 1999
Commission income $19,466,219 $16,984,977 $6,184,893 $1,776,023 $44,412,112
Net income 307,106 727,457 532,414 6,823 1,573,800
Three months ended
March 31, 1998
Commission income 20,762,322 10,346,325 6,164,191 1,851,987 39,124,825
Net (loss) income ( 546,091) ( 867,805) 418,154 191,452 ( 804,290)
</TABLE>
Page 13 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.
Three Months Ended March 31, 1999
Compared to the Three Months Ended March 31, 1998
Commission income for the three months ended March 31, 1999 increased
$5,287,287 to $44,412,112, compared to $39,124,825 for the comparable period
in 1998. The increase resulted primarily from the combination of increased
brokerage in London, which approximated $6.6 million, and brokerage of
approximately $1.0 million generated by the Geneva office, which commenced
operations in July 1998, offset in part by decreased brokerage in New York and
Mexico City aggregating approximately $2.2 million. The increased brokerage in
London 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. Brokerage in New York and Mexico City declined
primarily as a result of reduced market volumes in emerging market debt
securities and electricity based commodities and related derivatives.
Interest income for the three months ended March 31, 1999 decreased
by $111,787 to $355,993, compared to $467,780 for the comparable period in
1998, reflecting reduced deposit balances and a lower interest rate
environment.
Other income for the three months ended March 31, 1999 increased
$203,087 to $430,095, compared to $227,008 for the three months ended March
31, 1998, primarily due to an increase in trading gains on municipal
securities transactions of approximately $400,000, offset in part by a foreign
exchange loss of approximately $147,000 for the three months ended March 31,
1999 as compared to a foreign exchange gain of approximately $32,000 for the
three months ended March 31, 1998.
Payroll and related costs for the three months ended March 31, 1999
increased $2,216,099 to $29,209,821, compared to $26,993,722 for the three
months ended March 31, 1998. The increase was primarily the result of increased
employment costs in London approximating $3.1 million as a result of the
increase in commission income and additional brokerage staff in conjunction
with the EBFL joint venture, and costs of approximately $.7 million incurred
by the Geneva office. These increases were partially
Page 14 of 23 Pages
<PAGE>
offset by reduced employment costs in New York and Mexico City aggregating
approximately $1.8 million as a result of reduced commission income and
reductions in headcount and base compensation. As a percentage of commission
income, payroll and related costs decreased to approximately 65.8% as compared
to approximately 69.0% for the corresponding period in 1998, primarily
reflective of overall increased brokerage and management's continued efforts to
correlate brokerage staff employment costs more closely to revenues.
Communication costs for the three months ended March 31, 1999
increased $229,865 to $3,880,411, compared to $3,650,546 for the three months
ended March 31, 1998, primarily as a result of the expanded brokerage
operations in London from the EBFL joint venture and costs incurred by the
Geneva office.
Travel and entertainment costs for the three months ended March 31,
1999 decreased $523,903 to $2,076,404, compared to $2,600,307 for the three
months ended March 31, 1998. As a percentage of commission income, travel and
entertainment costs decreased to approximately 4.7% for the three months ended
March 31, 1999 as compared to approximately 6.6% for the corresponding period
in 1998, reflective of improved brokerage and management's continued efforts
to reduce 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 March 31, 1999, these costs were relatively
consistent at $1,539,914, compared to $1,540,173 for the three months ended
March 31, 1998, primarily reflecting the offsetting effects of rent increases
as a result of escalations on pre-existing office locations and rent
attributable to new office locations in the U.S., Geneva and Paris, and a rent
decrease approximating $195,000 derived from subletting a portion of the
Company's leased space in London which began in September 1998.
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 March 31, 1999, depreciation and amortization decreased
$55,692 to $1,214,668, compared to $1,270,360 for the three months ended March
31, 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 $70,106 to $986,361 for the three months ended March 31,
1999, compared to $1,056,467 for the three months ended March 31, 1998, due
primarily to a decrease in the number of cleared transactions, offset in part
by an increase in the costs of certain transactions being processed through the
Emerging Markets Clearing Corporation ("EMCC"). The EMCC is a
Page 15 of 23 Pages
<PAGE>
clearing corporation established by certain emerging market trading
participants for the purpose of reducing settlement risk and ultimately
clearing costs.
Interest expense for the three months ended March 31, 1999 decreased
$37,006 to $205,188, compared to $242,194 for the comparable period in 1998.
This decrease was primarily the result of a decrease in notes payable.
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. These costs, in the aggregate, were at comparable levels for the
three months ended March 31, 1999 and the three months ended March 31, 1998,
at $1,829,197 and $1,872,134, respectively.
Provision for income taxes for the three months ended March 31, 1999
increased by $819,638 to $1,810,238, compared to $990,600 for the three months
ended March 31, 1998, primarily due to increased levels of pre-tax income. The
significant decrease in the Company's effective tax rate for the three months
ended March 31, 1999 as compared to the three months ended March 31, 1998 is
primarily the result of a lower tax rate on income generated by the Company's
Tokyo joint venture, due to a corporate restructuring, and the combined impact
of lower entertainment expenses, which are in part nondeductible, on higher
pre-tax accounting income.
Minority interest in consolidated subsidiaries for the three months
ended March 31, 1999 increased by $464,798 to ($872,198), compared to
($407,400) for the three months ended March 31, 1998, primarily as a result of
the minority interest associated with the EBFL joint venture.
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.
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 March
31, 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 $13.8
million, financed by a payable to the Clearing Broker of approximately $9.9
million.
Page 16 of 23 Pages
<PAGE>
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.
Notes payable at March 31, 1999 of approximately $3.7 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, and
approximately $1.6 million which relates to a secured financing obtained by
the Company in December 1997 in the form of a fixed rate note payable to GE
Capital Corporation, 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 Corporation, the current holder. All
payments required under the terms of the notes and the Series B Preferred
Stock are expected to be paid in timely fashion from the Company's resources.
Upon closing of the Repurchase, the Company will issue two $500,000
interest bearing notes to the relevant WCAS investment partnerships, with one
maturing in six months and the other in twelve months. The Company intends to
finance the balance of the Repurchase through the combination of its current
cash resources and borrowings under a proposed $5 million committed line of
credit to be secured by certain of the Company's billed receivables and certain
other assets.
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 is well underway with the process of modifying and
upgrading its 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. The
Company believes that it will be able to achieve substantial or complete
internal compliance by the end of June 1999, and does not
Page 17 of 23 Pages
<PAGE>
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 already made significant efforts to
survey and test the Year 2000 compliance status and efforts of the key
vendors, suppliers and other third parties with whom it conducts business, and
to obtain appropriate Year 2000 compliance assurances from such parties. These
efforts are ongoing and expected to continue throughout 1999. To date,
preliminary or verbal responses from, web page postings of, and/or testing by
the Company with, such third parties suggest that all or nearly all of the key
third parties will be timely year 2000 compliant. However, the Company has not
yet received many of the confirmatory written representations it has sought
from, or been able to schedule or complete testing with many of, such third
parties. The Company intends to continue to seek the necessary written
assurances from such third parties, as well as the necessary opportunities to
test the compliance status of their relevant systems.
To date, the Company has spent approximately $225,000 on Year 2000
compliance efforts, and has budgeted an additional $275,000 for the remainder
of 1999. 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 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.
Although the Company believes that it has already addressed many of
the Year 2000 issues facing its business and is well positioned to address the
remaining ones, it has developed the framework for a formal contingency plan
which it expects to have complete by June 30, 1999. Notwithstanding the
Company's current comfort level with the status and results of its Year 2000
compliance efforts, the Company cautions that unforeseen circumstances may
exist or arise and 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 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 fashion, whether such deficiencies would have a material
adverse effect on the Company's business, financial condition or results of
operations.
Page 18 of 23
<PAGE>
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. The forward-looking statements are based on
management's current knowledge, expectations or beliefs and are subject to a
number of factors and uncertainties (such as market conditions, the Company's
relationships with its employees, counter-parties and clearing firms, the
actions of the Company's competitors, the success of the Year 2000 compliance
efforts by the Company and its key vendors and suppliers, and government
regulatory changes) that could cause actual results to differ materially from
these described in the forward-looking statements. 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 for a fuller description of these and additional uncertainties.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
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 19 of 23
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Description
- ------- -----------
27 Financial Data Schedule (filed in electronic form only)
(b) Reports on Form 8-K
During the three months ended March 31, 1999, the Company filed one
current report on Form 8-K, dated March 26, 1999. The Form 8-K reported the
issuance of two press releases, one relating to the execution of definitive
documentation relating to the Repurchase, and the other announcing execution of
an agreement to provide emerging market debt pricing and other data to the
information vendor, Telerate, Inc.
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: May 17, 1999
MAXCOR FINANCIAL GROUP INC.
(Registrant)
/s/ Gilbert D. Scharf
----------------------------------------------
Gilbert D. Scharf, Chairman of the Board,
President and Chief Executive Officer
/s/ Keith E. Reihl
----------------------------------------------
Keith E. Reihl, Chief Financial and Principal
Accounting Officer and Director
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>
This schedule contains summary financial information extracted from the
Consolidated Financial Statements of Maxcor Financial Group Inc. at and as of
March 31, 1999 and is qualified in its entirety by reference to such
Consolidated Financial Statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 16,346,687
<RECEIVABLES> 25,471,748
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 0
<INSTRUMENTS-OWNED> 13,756,963
<PP&E> 9,221,552
<TOTAL-ASSETS> 83,750,728
<SHORT-TERM> 0
<PAYABLES> 9,909,867
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 0
<LONG-TERM> 3,689,415
2,000,000
0
<COMMON> 11,392
<OTHER-SE> 31,018,824
<TOTAL-LIABILITY-AND-EQUITY> 83,750,728
<TRADING-REVENUE> 586,200
<INTEREST-DIVIDENDS> 355,993
<COMMISSIONS> 44,412,112
<INVESTMENT-BANKING-REVENUES> 0
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 205,188
<COMPENSATION> 29,209,821
<INCOME-PRETAX> 4,256,236
<INCOME-PRE-EXTRAORDINARY> 4,256,236
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,573,800
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.14
</TABLE>
