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, 2000
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 10, 2000 was 8,445,835.
The Exhibit Index is on Page 27
Page 1 of 66 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 17
Item 3. Quantitative and Qualitative Disclosures about Market Risk 24
PART II. OTHER INFORMATION
Item 2 Changes in Securities and Use of Proceeds 25
Item 6. Exhibits and Reports on Form 8-K 25
Signatures 26
Exhibit Index 27
Page 2 of 66 Pages
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(Unaudited)
Page 3 of 66 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
September 30, 2000 December 31, 1999
------------------ -----------------
(unaudited)
ASSETS
Cash and cash equivalents $13,550,151 $20,054,275
Deposits with clearing organizations 6,336,567 6,800,390
Receivable from broker-dealers and customers 17,886,846 16,027,907
Securities owned 9,023,682 9,479,694
Prepaid expenses and other assets 4,660,789 7,011,145
Deferred tax asset 3,262,117 3,752,385
Equity in affiliated companies 1,624,956 1,595,852
Fixed assets 8,030,699 6,959,569
Intangible assets 1,753,464 786,741
----------- -----------
Total assets $66,129,271 $72,467,958
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
Page 4 of 66 Pages
<PAGE>
<TABLE>
<CAPTION>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(continued)
September 30, 2000 December 31, 1999
------------------ -----------------
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY:
<S> <C> <C>
Liabilities:
Payable to broker-dealer $ 5,103,958 $ 5,977,929
Accounts payable and accrued liabilities 12,293,060 14,924,573
Accrued compensation payable 9,702,147 13,046,001
Loan payable 965,814 674,282
Income taxes payable 802,781 723,392
Deferred taxes payable 1,204,238 523,052
Obligations under capitalized leases 400,642 493,367
Notes payable 1,686,714 1,799,870
----------- -----------
32,159,354 38,162,466
----------- -----------
Minority interest in consolidated subsidiary 3,414,506 4,885,896
----------- -----------
Redeemable preferred stock:
Series B, 2% cumulative, stated value $1,000;
2,000 shares issued at September 30, 2000 and
December 31, 1999 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, 2000 and December 31, 1999, reported
above
Common stock, $.001 par value; 30,000,000 shares
authorized, 11,392,269 shares issued at September 30,
2000 and December 31, 1999 11,392 11,392
Additional paid-in capital 33,187,415 33,187,415
Treasury stock at cost; 2,941,634 and 3,054,832 shares of
common stock held at September 30, 2000 and
December 31, 1999, respectively (5,253,433) (5,454,036)
Accumulated deficit (869,084) (2,608,011)
Accumulated other comprehensive income:
Foreign translation adjustments 1,500,652 2,282,836
Deferred hedging losses (21,531)
----------- -----------
Total stockholders' equity 28,555,411 27,419,596
----------- -----------
Total liabilities and stockholders' equity $66,129,271 $72,467,958
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Page 5 of 66 Pages
<PAGE>
<TABLE>
<CAPTION>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue:
Commission income $ 33,918,435 $ 37,031,688 $ 109,109,099 $ 121,355,854
Interest income 441,603 587,616 1,332,284 1,410,507
Other income 716,618 729,952 4,551,497 1,780,058
------------- ------------- ------------- -------------
35,076,656 38,349,256 114,992,880 124,546,419
------------- ------------- ------------- -------------
Costs and expenses:
Payroll and related costs 26,077,720 27,144,829 81,750,299 84,415,063
Communication costs 3,224,839 3,688,218 10,195,232 11,234,698
Travel and entertainment 2,014,562 2,102,885 6,160,868 6,423,679
Occupancy costs 1,125,606 1,299,148 3,581,346 4,149,982
Depreciation and amortization 1,018,206 1,076,845 2,922,180 3,355,736
Clearing fees 799,603 644,692 2,484,036 2,589,069
Interest expense 172,529 282,558 438,391 738,493
Restructuring costs 238,400
General, administrative and
other expenses 1,940,607 1,435,033 4,382,852 4,619,231
------------- ------------- ------------- -------------
36,373,672 37,674,208 112,153,604 117,525,951
Subtotal (1,297,016) 675,048 2,839,276 7,020,468
Income (loss) from equity affiliate 2,975 (32,377) 114,478 (86,216)
------------- ------------- ------------- -------------
(Loss) income before provision for
income taxes and minority interest (1,294,041) 642,671 2,953,754 6,934,252
Provision (benefit) for income taxes 247,874 (163,143) 2,424,988 2,588,917
------------- ------------- ------------- -------------
(Loss) income before minority
interest (1,541,915) 805,814 528,766 4,345,335
Minority interest in loss (income)
of consolidated subsidiaries 916,970 241,785 1,417,496 (676,933)
------------- ------------- ------------- -------------
Net (loss) income ($ 624,945) $ 1,047,599 $ 1,946,262 $ 3,668,402
============= ============= ============= =============
Weighted average common shares
outstanding - basic 8,461,820 8,337,437 8,372,575 10,175,187
Weighted average common shares
outstanding - diluted 8,461,820 8,707,738 8,415,473 10,220,538
Basic (loss) earnings per share ($ .08) $ .12 $ .23 $ .36
Diluted (loss) earnings per share ($ .08) $ .12 $ .23 $ .36
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Page 6 of 66 Pages
<PAGE>
<TABLE>
<CAPTION>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIODS ENDED DECEMBER 31, 1999 AND (unaudited) SEPTEMBER 30, 2000
Accumulated
Additional Other
Comprehensive Common Paid-in Treasury Accumulated Comprehensive
Income Stock Capital Stock Deficit Income Total
------ ----- ------- ----- ------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
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 year
ended December
31, 1999 $ 2,532,212 2,532,212 2,532,212
Other comprehensive
income
Foreign translation
adjustment (inclusive
of income tax benefit
of $111,648) 359,974 359,974 359,974
------------
Comprehensive income $ 2,892,186
============
Acquisition of treasury
stock (5,226,104) (5,226,104)
Redeemable preferred
stock dividends (40,000) (40,000)
--------- ------------ ----------- ------------ ------------ ------------
Balance at December
31, 1999 11,392 33,187,415 (5,454,036) (2,608,011) 2,282,836 27,419,596
Comprehensive income
Net income for the
nine months ended
September 30, 2000 1,946,262 1,946,262 1,946,262
Other comprehensive
income
Foreign translation
adjustment (net of
income tax benefit
of $155,585) (782,184) (782,184) (782,184)
Deferred hedging loss
(net of income tax
benefit of $5,688) (21,531) (21,531) (21,531)
------------
Comprehensive income $ 1,142,547
============
Acquisition of treasury
stock (468,919) (468,919)
Issuance of shares from
treasury stock 669,522 (177,335) 492,187
Redeemable preferred
stock dividends (30,000) (30,000)
--------- ------------ ----------- ------------ ------------ ------------
Balance at September 30,
2000 $ 11,392 $ 33,187,415 ($5,253,433) ($ 869,084) $ 1,479,121 $ 28,555,411
========= ============ =========== ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statement
Page 7 of 66 Pages
<PAGE>
<TABLE>
<CAPTION>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Nine Months Ended
September 30, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,946,262 $ 3,668,402
Adjustments to reconcile net income
to net cash (used in) provided by operating activities:
Depreciation and amortization 2,922,180 3,355,736
Provision for doubtful accounts (27,511) 44,137
Gain on partial sale of subsidiary (2,235,511)
In-process research and development from acquisition 477,000
Minority interest in (loss) earnings of consolidated
subsidiary (1,103,916) 764,671
Undistributed (earnings) losses of unconsolidated
subsidiaries (148,917) 523,410
Net loss (gain) on disposal of fixed assets 743 (6,514)
Imputed interest expense 22,904
Deferred income taxes 627,620 (107,679)
Change in assets and liabilities, net of effect from purchase
of subsidiary
Decrease in deposits with clearing organizations 463,823 32,194
Increase in receivable from broker-dealers and customers (2,406,244) (6,306,988)
Decrease in securities owned 456,012 1,170,918
Decrease in prepaid expenses and other assets 2,098,103 3,164,444
Decrease in payable to broker-dealers and customers (873,971) (1,299,034)
Decrease in accounts payable and accrued liabilities (2,501,192) (2,524,338)
Decrease in accrued compensation payable (2,831,159) (1,730,117)
Increase in income taxes payable 96,117 2,273,123
----------- -----------
Net cash (used in) provided by operating activities (3,040,561) 3,045,269
----------- -----------
Cash flows from investing activities:
Purchase of fixed assets (2,042,542) (769,683)
Proceeds from the sale of fixed assets 64,405 191,245
Proceeds from the partial sale of subsidiary 2,399,002
Purchase of subsidiary, net of cash acquired (2,131,896)
Dividends received from equity affiliates 48,856
----------- -----------
Net cash used in investing activities (1,711,031) (529,582)
----------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Page 8 of 66 Pages
<PAGE>
<TABLE>
<CAPTION>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (continued)
For the Nine Months Ended
September 30, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
Cash flows from financing activities:
Cash contribution from minority interest 40,000 3,691,972
Dividend paid to minority interest (620,253)
Repayment of notes payable (850,856) (324,225)
Issuance of note payable 419,480
Repayment of obligations under capitalized leases (52,649) (361,331)
Net borrowings under revolving credit facility 291,532 1,011,597
Redeemable preferred stock dividends (30,000) (30,000)
Acquisition of treasury stock (468,919) (4,226,104)
------------ ------------
Net cash used in financing activities (651,412) (858,344)
------------ ------------
Effect of exchange rate changes on cash (1,101,120) (100,666)
------------ ------------
Net (decrease) increase in cash and cash equivalents (6,504,124) 1,556,677
Cash and cash equivalents at beginning of period 20,054,275 15,150,296
------------ ------------
Cash and cash equivalents at end of period $ 13,550,151 $ 16,706,973
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ 465,513 $ 595,569
Income taxes paid 877,695 920,787
Non-cash financing activities:
Conversion of account payable to note payable 318,220
Capital lease obligations incurred 141,352
Contribution of non-cash assets from minority interest 1,962,886
Assumption of liabilities of minority interest 247,508
Issuance of notes payable to acquire treasury stock 1,000,000
Issuance of shares from treasury stock to acquire subsidiary 492,187
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Page 9 of 66 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"). In August 2000, MFGI acquired Tradesoft Technologies, Inc.
("Tradesoft"), a privately held developer of e-commerce technology.
EBIC, incorporated in December 1986 in connection with a management buyout of
predecessor operations dating to 1970, through its subsidiaries and affiliates
is primarily an inter-dealer broker of money market instruments, derivative
products and selected securities, with principal offices in New York, London and
Tokyo, and other offices in Geneva and Mexico City, as well as correspondent
relationships with other brokers throughout the world.
Tradesoft is a developer of leading-edge e-commerce trading systems and matching
engines to enable customers to deal electronically through the automation of
order entry, price distribution, order matching and straight through processing.
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 intercompany 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. Certain
reclassifications have been made to the prior period amounts to conform with the
current year presentation.
The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the interim periods ended September 30,
2000 are not necessarily indicative of the results that may be expected for the
year ended December 31, 2000. For further information, refer to the audited
consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999 ("1999 Form 10-K").
Page 10 of 66 Pages
<PAGE>
NOTE 2 - DERIVATIVE FINANCIAL INSTRUMENTS USED FOR HEDGING ACTIVITIES:
On July 1, 2000, the Company elected to early-adopt Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended ("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 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. Since the
Company did not have any outstanding unrecorded derivative instruments or
ongoing hedging activities at June 30, 2000, there is no transition adjustment
necessary as a result of the early adoption of SFAS 133.
The Company utilizes foreign currency forward contracts to reduce its exposure
to exchange rate risk associated with anticipated commissions on transactions
denominated in a currency other than the functional currency (foreign currency
cash flow hedge). Pursuant to these foreign currency forward contacts, the
Company receives or pays the difference between the contracted forward exchange
rate (for the purchase or sale of one currency for another) and the prevailing
exchange rate at settlement date. The Company has entered into foreign currency
forward contacts with equal notional amounts maturing at successive month-end
dates through December 31, 2001 based upon a portion of such commission revenues
the Company reasonably anticipates realizing during this time period. Per SFAS
133, the Company has excluded from its assessment of hedge effectiveness the
portion of the fair value of the foreign currency forward contracts attributable
to the spot-forward difference and has recorded the present value of the changes
in such amounts in earnings. For the three months ended September 30, 2000, the
changes in these excluded portions approximated $14,000. Under SFAS 133, the
fair value of these foreign currency forward contracts attributable to the
present value of the forecasted cash flows based on the spot rate is considered
a highly effective hedge. Therefore, no amounts related to the changes in these
amounts are included in earnings until such contracts mature to coincide with
the forecasted revenue streams. These deferred amounts are included in the
accumulated other comprehensive income section of stockholders' equity.
Approximately $18,000 of the deferred losses included in accumulated other
comprehensive income, net of tax, is expected to be reclassified to earnings
within the next twelve months.
Page 11 of 66 Pages
<PAGE>
NOTE 3 - ACQUISITION OF TRADESOFT TECHNOLOGIES, INC.:
On August 11, 2000, the Company acquired Tradesoft for approximately $2.1
million in cash and the issuance of 375,000 shares of MFGI stock from treasury.
The acquisition has been accounted for as a purchase and, accordingly, the
results of Tradesoft have been included in the Company's consolidated financial
statements since the date of acquisition, net of a 10% minority interest sold as
restricted stock to Tradesoft's Chief Technology Officer. As a result of the
acquisition, approximately $988,000 in goodwill was recorded by the Company,
which reflects the adjustments necessary to allocate the purchase price to the
fair value of assets acquired (including certain intangibles) and includes an
adjustment approximating $738,000, offset by an equal amount in deferred taxes
payable, to account for the differences between these assigned values and their
respective tax bases. The goodwill is being amortized over a 5 year period. The
Company also recorded a one-time charge of $477,000 relating to Tradesoft's
in-process research and development initiatives ongoing at the date of
acquisition. This one-time charge is included in general, administrative and
other expenses during the three and nine month periods ended September 30, 2000.
The following details the unaudited pro forma consolidated operating revenues
(commission income, trading gains, information sales revenue and software
development and licensing fees), net income (loss) and earnings (loss) per share
for the three and nine month periods ended September 30, 2000 and 1999 assuming
the Tradesoft acquisition occurred on January 1, 1999.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenues $ 34,691,899 $ 37,822,051 $111,611,422 $123,531,755
Net (loss) income (419,424) 965,294 1,707,387 3,421,486
(Loss) earnings per share:
Basic (.05) .11 .20 .33
Diluted (.06) .11 .20 .33
</TABLE>
These results reflect Tradesoft's actual results during the 1999 interim periods
and for the 2000 interim periods up to the date of acquisition with certain
adjustments to eliminate software development fees between the Company and
Tradesoft and the costs incurred by Tradesoft to develop such software, to
depreciate and amortize Tradesoft's assets (including intangibles) based upon
the fair values assigned in recording the combination, to record incremental
interest on the additional revolving debt needed to finance the acquisition and
to eliminate the one-time charge for in-process research and development. These
results do not necessarily represent results which would have occurred if the
acquisition had taken place on the basis noted above, nor are they indicative of
future combined operations.
Page 12 of 66 Pages
<PAGE>
NOTE 4 - EARNINGS PER SHARE:
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations for the three and nine month
periods respectively ended September 30, 2000 and September 30, 1999:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Numerator (basic and diluted calculation):
Net (loss) income ($ 624,945) $ 1,047,599 $ 1,946,262 $ 3,668,402
Less redeemable preferred stock dividends (10,000) (10,000) (30,000) (30,000)
------------ ------------ ------------ ------------
Net income available to common stockholders (634,945) 1,037,599 1,916,262 3,638,402
Denominator:
Weighted average common shares outstanding
(basic calculation) 8,461,820 8,337,437 8,372,575 10,175,187
Dilutive effect of stock options 370,301 42,898 45,351
------------ ------------ ------------ ------------
Diluted weighted average common shares
outstanding (diluted calculation) 8,461,820 8,707,738 8,415,473 10,220,538
(Loss) earnings per share:
Basic ($ .08) $ .12 $ .23 $ .36
Diluted ($ .08) $ .12 $ .23 $ .36
Antidilutive common stock equivalents:
Options 1,785,000 495,000 110,000
Warrants 734,980 734,980 734,980 734,980
</TABLE>
NOTE 5 - 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, 2000 and December 31, 1999, 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, 1999, the Company had outstanding 8,337,437 shares of common
stock and held 3,054,832 shares in treasury. In May 2000, the Company's Board of
Directors authorized a repurchase program for up to 10% of its then-outstanding
common stock, or 833,744 shares, with purchases to be made from time to time as
market and business conditions warrant, in open market, negotiated or block
transactions. As of September 30, 2000, the Company had repurchased 261,802
shares of its common stock under this program at an aggregate purchase price of
$468,919. On August 11, 2000, the Company issued 375,000 shares from treasury in
connection with the Tradesoft acquisition (see Note 3).
Page 13 of 66 Pages
<PAGE>
NOTE 5 - STOCKHOLDERS EQUITY(CONTINUED):
This issuance resulted in an increase in accumulated deficit of $177,335, equal
to the difference between the fair value of these shares on August 11, 2000 and
the average cost of these shares in treasury on that date. As a result of these
activities, at September 30, 2000, the Company had outstanding 8,450,635 shares
of common stock and held 2,941,634 shares in treasury.
At September 30, 2000 and December 31, 1999, 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, 2000 and December 31, 1999, 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 granted pursuant to the Company's 1996 Stock Option Plan.
NOTE 6 - PARTIAL SALE OF SUBSIDIARY:
Effective January 1, 2000, the Company's 50-50 Tokyo-based derivatives brokering
venture ("Tokyo Partnership") with its 15% equity affiliate, Yagi Euro Nittan
Corporation ("Yagi Euro"), formerly Yagi Euro Corporation, merged its operations
with the off-balance sheet operations of Nittan Exco, Ltd. ("Nittan"). This
transaction, which included a cash payment to the Company by Nittan, reduced the
Company's direct interest in the expanded Tokyo Partnership to 40% and reduced
Yagi Euro's interest to 30%, with Nittan acquiring the remaining 30% interest.
Included in other income for the nine months ended September 30, 2000 is a gain
recognized by the Company on this transaction, net of related transaction costs,
of approximately $2.2 million. The Company continues to consolidate the results
of operations of the expanded Tokyo Partnership in its consolidated financial
statements with the combined interest of Yagi Euro and Nittan presented as
minority interest.
The Company's 15% equity interest in Yagi Euro has remained unchanged, except
that Yagi Euro's conventional products businesses (local money markets and
forward foreign exchange), which are conducted outside of the Tokyo Partnership,
were combined on a 50-50 basis with the comparable business of Nittan. The
Company's approximately $86,000 share of a one-time, after-tax gain realized by
Yagi Euro on its restructuring activities is included in income from equity
affiliate for the nine months ended September 30, 2000.
Page 14 of 66 Pages
<PAGE>
NOTE 7 - RESTRUCTURING COSTS:
In January 2000, the Company's Toronto-based subsidiary, Euro Brokers Canada,
Ltd. ("EBCL"), formalized a plan to terminate its operations later in the year.
EBCL terminated its operations on June 30, 2000 and a portion of the business it
previously conducted was at that time relocated to New York. At the time the
plan was formalized, EBCL reserved $238,400 for its estimated costs subsequent
to the termination of operations, primarily for employee severance, lease
termination and the disposal of fixed assets. These costs are not associated
with future revenues and are either incremental or contractual with no economic
benefit. The balance of this reserve, which was $22,000 at September 30, 2000,
is expected to be fully utilized by year end.
NOTE 8 - 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. MFI's membership in
the Government Securities Clearing Corporation ("GSCC") 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. At September 30, 2000, MFI's regulatory net capital was
approximately $12,484,000 and exceeded the minimum regulatory requirement under
rule 15c3-1 of $250,000 by approximately $12,234,000.
NOTE 9 - 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 the
operating revenues (commission income, trading gains and information sales
revenue) and net income (loss) attributable to its operating segments. The
Company has defined its operating segments based upon geographic location as
such units 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, 2000 and September 30, 1999 as required
by SFAS 131 consist of the United States, United Kingdom, Japan, Canada and
Switzerland. United States amounts are principally derived from the Company's
New York office, but include all U.S. based operations. Japan amounts include
the consolidated revenues of the Tokyo Partnership, with net income (loss)
amounts net of minority interests in the Tokyo Partnership. United Kingdom
amounts include the consolidated revenues of Euro Brokers Finacor Limited
("EBFL"), the Company's combined venture with Finacor S.A. ("Finacor"), with net
income (loss) amounts net of Finacor's minority interest. Other geographic
segments which did not meet the SFAS 131 materiality thresholds for the year
ended December 31, 1999 and which are not expected to meet these thresholds for
the year ended December 31, 2000 have been included in "All Other."
Page 15 of 66 Pages
<PAGE>
NOTE 9 - SEGMENT REPORTING (CONTINUED):
<TABLE>
<CAPTION>
United United
States Kingdom Japan Canada Switzerland All Other Total
------ ------- ----- ------ ----------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Three months ended
September 30, 2000
Operating revenues $ 18,886,906 $ 10,422,003 $ 4,546,520 $ 160,677 $ 675,793 $ 34,691,899
Net income (loss) 158,134 (530,835) (139,415) (115,074) 2,245 (624,945)
Three months ended
September 30, 1999
Operating revenues $ 18,380,782 $ 13,111,740 $ 4,555,977 $ 216,909 $ 807,051 $ 669,443 $ 37,741,902
Net income (loss) 1,467,189 (273,508) (195,723) (24,328) 36,858 37,111 1,047,599
Nine months ended
September 30, 2000
Operating revenues $ 58,045,803 $ 35,433,284 $ 14,941,630 $ 323,066 $ 494,758 $ 2,281,168 $ 111,519,709
Net income (loss) 1,915,625 (808,158) 1,368,846 (262,229) (418,019) 150,197 1,946,262
Nine months ended
September 30, 1999
Operating revenues $ 58,239,108 $ 44,123,608 $ 15,747,074 $ 755,106 $ 2,653,167 $ 1,773,246 $ 123,291,309
Net income (loss) 2,325,907 578,361 580,164 (50,629) 192,665 41,934 3,668,402
</TABLE>
Page 16 of 66 Pages
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000
COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1999
Commission income for the three months ended September 30, 2000 decreased
$3,113,253 to $33,918,435, compared to $37,031,688 for the three months ended
September 30, 1999, primarily as a result of decreased brokerage in London and
Geneva of approximately $3.3 million, offset in part by an increase in brokerage
in New York of approximately $450,000. The reduction in London primarily
resulted from decreased brokerage on interest rate derivative products and the
currency effects of translating weakened British pound sterling amounts to U.S.
dollars, offset in part by increased brokerage on emerging market debt
securities. The decline in Geneva was primarily the result of a reduction in
brokerage staff and the transfer of some customer relationships to the London
office. Brokerage in New York increased primarily as a result of the hiring of a
new brokerage team for U.S. Treasury repurchase agreements in the fourth quarter
of 1999 and the establishment of a new high-grade corporate bond desk in the
first quarter of 2000. The increase in New York was offset in part by brokerage
reductions resulting from discontinuing certain marginal or loss-making
brokerage desks, including portions of the energy-related derivatives group in
late 1999 and early 2000.
Interest income for the three months ended September 30, 2000 decreased $146,013
to $441,603, compared to $587,616 for the three months ended September 30, 1999,
primarily reflecting a reduction in the average inventory of municipal
securities held.
Other income for the three months ended September 30, 2000 and September 30,
1999 was comparable at $716,618 and $729,952, respectively, reflecting the
offsetting effects of an increase in trading gains on municipal securities
transactions and an increase in foreign exchange losses.
Payroll and related costs for the three months ended September 30, 2000
decreased $1,067,109 to $26,077,720, compared to $27,144,829 for the three
months ended September 30, 1999. This decrease was primarily the result of
reduced employment costs in London and Geneva of approximately $1.7 million,
reflecting decreased commission income and the currency effects of translating
weakened British pound sterling amounts to U.S. dollars. Partially offsetting
this decrease was an increase of approximately $750,000 in employment costs in
New York as a result of improved profitability in certain areas. As a percentage
of operating revenue, payroll and related costs increased to 75.2% for the three
months ended September 30, 2000 as compared to 71.9% for the three months ended
September 30, 1999, primarily reflective of fixed salary costs in certain
derivatives brokerage groups in London which experienced reduced brokerage
activity.
Communication costs for the three months ended September 30, 2000 decreased
$463,379 to $3,224,839, compared to $3,688,218 for the three months ended
September 30, 1999, primarily as a result of cost reduction efforts in New York
throughout 1999 and into 2000.
Page 17 of 66 Pages
<PAGE>
Travel and entertainment costs for the three months ended September 30, 2000
decreased $88,323 to $2,014,562, compared to $2,102,885 for the three months
ended September 30, 1999. As a percentage of operating revenues, travel and
entertainment costs were comparable for the three months ended September 30,
2000 and September 30, 1999 at 5.8% and 5.6%, respectively, reflective of
continued efforts to correlate these costs to revenue levels.
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, 2000, these costs decreased $173,542 to $1,125,606,
compared to $1,299,148 for the three months ended September 30, 1999, primarily
reflecting the effect of a reduction in leased space in Stamford, Connecticut as
a result of the closing of certain departments within the energy-related
derivatives group and the relocation of the remaining departments to the New
York office.
Depreciation and amortization expense consists principally of depreciation of
communication and computer equipment and leased automobiles and amortization of
leasehold improvements, software, and other intangible assets. For the three
months ended September 30, 2000, depreciation and amortization decreased $58,639
to $1,018,206, compared to $1,076,845 for the three months ended September 30,
1999, reflecting the offsetting effects of a decrease in depreciable equipment
and an increase in amortizable software and intangible assets. The decrease in
depreciable equipment reflected in part the Company's increased use of operating
leases to finance the upgrading of communication and information systems during
1999 and 2000, while the increase in amortizable software and intangible assets
primarily reflected the effects of the Tradesoft acquistion.
Clearing fees are fees for transaction settlements and credit enhancements which
are charged by clearing institutions where the Company acts as a riskless
principal on a fully matched basis. These expenses increased $154,911 to
$799,603 for the three months ended September 30, 2000, compared to $644,692 for
the three months ended September 30, 1999, primarily due to an increase in the
number of cleared emerging market debt transactions.
Interest expense for the three months ended September 30, 2000 decreased
$110,029 to $172,529, compared to $282,558 for the comparable period in 1999,
primarily as a result of a decrease in average margin borrowings to finance
municipal securities positions.
General, administrative and other expenses include such operating expenses as
corporate insurance, office supplies and expenses, legal fees, audit and tax
fees, food costs and dues to various industry associations. For the three months
ended September 30, 2000, these expenses increased $505,574 to $1,940,607, as
compared to $1,435,033 for the three months ended September 30, 1999, primarily
as a result of a one-time charge of $477,000 attributable to Tradesoft's
in-process research and development initiatives ongoing at the date of
acquisition.
For the three months ended September 30, 2000, the Company had income from its
15% equity interest in Yagi Euro of $2,975, as compared to a loss of $32,377 for
the three months ended
Page 18 of 66 Pages
<PAGE>
September 30, 1999, primarily as a result of the positive effects of Yagi Euro
combining its conventional products businesses with those of Nittan, effective
January 1, 2000.
For the three months ended September 30, 2000, the Company had a provision for
income taxes of $247,874 as opposed to a benefit for income taxes of 163,143 for
the three months ended September 30, 1999. This change is primarily reflective
of the effect of an $800,000 adjustment during the prior period to reduce income
tax reserves as a result of a favorable resolution to certain contingencies. The
Company incurred an income tax provision during the current quarter despite
pre-tax losses primarily as a result of the nondeductible charge for Tradesoft's
in-process research and development initiatives, a valuation allowance recorded
against a portion of the current loss benefit of EBFL, the Company's combined
venture in London with Finacor, and the nondeductibility of entertainment
expenses incurred.
Minority interest in the losses of consolidated subsidiaries was $916,970 for
the three months ended September 30, 2000, as compared to $241,785 for the three
months ended September 30, 1999, primarily as a result of reduced brokerage in
EBFL.
NINE MONTHS ENDED SEPTEMBER 30, 2000
COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1999
Commission income for the nine months ended September 30, 2000 decreased
$12,246,755 to $109,109,099, compared to $121,355,854 for the comparable period
in 1999. The decrease resulted primarily from the combined effect of decreased
brokerage in London and Geneva of approximately $10.8 million, decreased
brokerage in the Tokyo Partnership of approximately $800,000 and decreased
brokerage in New York of approximately $670,000. The reduction in London
primarily resulted from decreased brokerage on interest rate derivative products
and the currency effects of translating weakened British pound sterling amounts
to U.S. dollars, offset in part by increased brokerage on emerging market debt
securities. The decline in Geneva was primarily the result of a reduction in
brokerage staff and the transfer of some customer relationships to the London
office. The decline in the Tokyo Partnership was attributable to a decrease in
the Tokyo Partnership's trading volumes during the early part of 2000. In New
York, the small decrease reflected the net effects of certain operations
discontinued in late 1999 and 2000, including parts of the Company's
energy-related derivatives operations, and reduced market activity for emerging
market debt securities during the early part of 2000, offset by an increase in
brokerage of U.S. Treasury repurchase agreements as a result of the hiring of a
new brokerage team during the fourth quarter of 1999, an increase in brokerage
of interest rate derivative products, reflecting both improved market activity
and market share, and brokerage from a new high-grade corporate bond desk
established in the first quarter of 2000.
Interest income for the nine months ended September 30, 2000 decreased $78,223
to $1,332,284, compared to $1,410,507 for the nine months ended September 30,
1999, primarily reflecting a reduction in the average inventory of municipal
securities held.
Page 19 of 66 Pages
<PAGE>
Other income for the nine months ended September 30, 2000 increased $2,771,439
to $4,551,497, compared to $1,780,058 for the nine months ended September 30,
1999, primarily due to a one-time gain on a partial sale of the Company's
interest in the Tokyo Partnership, net of related transaction costs, of
approximately $2.2 million (approximately $1.5 million on an after-tax basis)
and a full period of income derived from the Company's licensing agreement with
Telerate, Inc. for a variety of pricing and other data on emerging market bonds,
which commenced in May 1999. These increases were offset in part by a decrease
in trading gains on municipal securities transactions.
Payroll and related costs for the nine months ended September 30, 2000 decreased
$2,664,764 to $81,750,299, compared to $84,415,063 for the nine months ended
September 30, 1999. The decrease was primarily the result of decreased
employment costs in London and Geneva of approximately $4.6 million, reflecting
decreased commission income and the currency effects of translating weakened
British pound sterling amounts to U.S. dollars. This decrease was partially
offset by increased employment costs in New York and Mexico City of
approximately $1.5 million, reflecting improved profitability in certain areas,
and increased employment costs in the Tokyo Partnership of approximately
$620,000, reflecting an increase in brokerage staff in part as a result of the
admission of Nittan to the Tokyo Partnership. As a percentage of operating
revenues, payroll and related costs increased to 73.3% for the nine months ended
September 30, 2000 as compared to 68.5% for the nine months ended September 30,
1999, primarily reflecting fixed salary costs in certain derivatives brokerage
groups in London, that experienced reduced brokerage.
Communication costs for the nine months ended September 30, 2000 decreased
$1,039,466 to $10,195,232, compared to $11,234,698 for the nine months ended
September 30, 1999, primarily as a result of cost reduction efforts in New York
throughout 1999 and into 2000.
Travel and entertainment costs for the nine months ended September 30, 2000
decreased $262,811 to $6,160,868, compared to $6,423,679 for the nine months
ended September 30, 1999. As a percentage of operating revenues, travel and
entertainment costs were comparable for the nine months ended September 30, 2000
and September 30, 1999 at 5.5% and 5.2%, respectively, reflective of continued
efforts to correlate these costs to revenue levels.
Occupancy costs decreased $568,636 to $3,581,346, for the nine months ended
September 30, 2000, compared to $4,149,982 for the nine months ended September
30, 1999, primarily reflecting the combined effect of a reduction in leased
space in Stamford, Connecticut as a result of the closing of certain departments
within the energy-related derivatives group and the relocation of the remaining
departments to the New York office, and a reduction in rent tax rates in London.
Depreciation and amortization expense for the nine months ended September 30,
2000 decreased $433,556 to $2,922,180, compared to $3,355,736 for the nine
months ended September 30, 1999, primarily as a result of a reduction in
depreciable equipment, offset in part by an increase in amortizable software and
intangible assets. The decrease in depreciable equipment reflected in part the
Company's increased use of operating leases to finance the upgrading of
communication
Page 20 of 66 Pages
<PAGE>
and information systems during 1999 and 2000, while the increase in amortizable
software and intangible assets primarily reflected the effects of the Tradesoft
acquisition.
Clearing fees for the nine months ended September 30, 2000 decreased $105,033 to
$2,484,036, compared to $2,589,069 for the nine months ended September 30, 1999,
primarily due to a decrease in the number of cleared emerging market debt
transactions in the first half of 2000.
Interest expense for the nine months ended September 30, 2000 decreased $300,102
to $438,391, compared to $738,493 for the comparable period in 1999, primarily
as a result of the combined effect of a lesser average aggregate amount of debt
(loan, notes and capitalized lease obligations payable) outstanding during the
current period and a decrease in average margin borrowings to finance municipal
securities positions.
Restructuring costs of $238,400 were incurred during the nine months ended
September 30, 2000, relating to a reserve for costs expected to be incurred by
the Company's Toronto-based subsidiary subsequent to the ceasing of its
operations on June 30, 2000. This reserve was established primarily for employee
severance costs, lease termination costs and the disposal of fixed assets. The
Company has since relocated a portion of the business conducted in Toronto to
New York.
General, administrative and other expenses decreased $236,379 to $4,382,852 for
the nine months ended September 30, 2000, as compared to $4,619,231 for the nine
months ended September 30, 1999, primarily as a result of a reduction in
consumption taxes in Europe and reductions in various other general and
administrative expenses due to continued efforts to reduce these costs, offset
in part by a one-time charge of $477,000 attributable to Tradesoft's in-process
research and development initiatives ongoing at the date of acquisition.
For the nine months ended September 30, 2000, the Company had income from its
15% equity interest in Yagi Euro of $114,478, as opposed to a loss of $86,216
for the comparable period in 1999, primarily as a result of the Company's
approximately $86,000 share of a one-time, after tax gain realized by Yagi Euro
on its restructuring activities and the positive effects of Yagi Euro combining
its conventional products business with those of Nittan, effective January 1,
2000.
Provision for income taxes for the nine months ended September 30, 2000
decreased $163,929 to $2,424,988, compared to $2,588,917 for the nine months
ended September 30, 1999. The increase in the Company's effective tax rate is
due primarily to an $800,000 adjustment during the prior period to reduce income
tax reserves as a result of a favorable resolution to certain contingencies and,
in the current period, the nondeductible charge for Tradesoft's in-process
research and development initiatives, a valuation allowance against a portion of
the current loss benefit of EBFL and the greater impact of the nondeductibility
of entertainment expenses on lower pre-tax accounting income.
For the nine months ended September 30, 2000, minority interest in consolidated
subsidiaries resulted in a reduction of net losses from such subsidiaries of
$1,417,496, as compared to a
Page 21 of 66 Pages
<PAGE>
reduction of net income from such subsidiaries of $676,933, primarily as a
result of reduced brokerage activity in EBFL.
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.
Cash and cash equivalents and accrued compensation payable at September 30, 2000
reflect reductions from levels at December 31, 1999, principally due to the
timing of employee bonus payments, which occurred in August 2000. Cash and cash
equivalents have also been reduced by the approximately $2.1 million cash
portion of the Tradesoft acquisition in August 2000 and the Company's share
repurchase program discussed below.
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. At September 30, 2000, as reflected on the
Consolidated Statements of Financial Condition, the Company had net assets
relating to its municipal securities business of approximately $3.9 million,
reflecting securities owned of approximately $9.0 million, financed by a payable
to its clearing broker of approximately $5.1 million.
MFI is a member of the GSCC 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 minimum deposit of $5,000,000. In
addition, MFI's clearing arrangements require certain minimum collateral
deposits with its clearing firms. The aforementioned deposits have been
reflected as deposits with clearing organizations on the Consolidated Statements
of Financial Condition.
Loan payable of approximately $966,000 at September 30, 2000 represents amounts
borrowed under a revolving credit facility with General Electric Capital
Corporation ("GECC"), which provides for borrowings of up to $5 million and
expires on June 17, 2004. The facility is secured by substantially all the
assets of Euro Brokers Inc. ("EBI"), a U.S. subsidiary. The borrowing
availability under the facility (which approximated $3.8 million at September
30, 2000) 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, 2000 of approximately $1.7 million reflects the
remaining principal installments of approximately $949,000 due on a fixed rate
note payable to GECC issued in December 1999 which is secured by all owned
equipment of EBI and is payable in monthly installments through December 2002,
and notes issued by EBFL to Monecor (London)
Page 22 of 66 Pages
<PAGE>
Limited, a subsidiary of Finacor and the minority shareholder of EBFL, in the
aggregate amount of (pound)500,000 (approximately $738,000 at September 30,
2000) due March 31, 2001.
The Series B Preferred Stock, with an aggregate stated value of $2,000,000, is
redeemable at any time 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.
In May 2000, the Company's Board of Directors authorized a repurchase program
for up to 10% of its then-outstanding common stock, or 833,744 shares. Purchases
are to be made from time to time as market and business conditions warrant, in
open market, negotiated or block transactions. Purchases have been and are
anticipated to be funded using the Company's existing cash resources, including
available borrowings under the revolving credit facility with GECC. As of
September 30, 2000, the Company had purchased 261,802 shares of its common stock
under this program at an aggregate purchase price of $468,919.
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.
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", "intends" 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, clients
and clearing firms, possible third-party litigations or other unanticipated
contingencies, the actions of competitors, the effects of industry
consolidations and government regulatory changes. For a fuller description of
these and additional uncertainties, reference is made to the "Competition",
"Regulation", "Cautionary Statements" and "Quantitative and Qualitative
Disclosures about Market Risk" sections of the Company's 1999 Form 10-K and to
the Company's subsequent filings with the Securities and
Page 23 of 66 Pages
<PAGE>
Exchange Commission. 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.
The Company's market risk analysis did not materially change from the market
risk analysis as of December 31, 1999 presented in the Company's 1999 Form 10-K.
Page 24 of 66 Pages
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) On August 11, 2000, the Company acquired the privately-held Tradesoft
Technologies, Inc. ("Tradesoft"), a business-to-business e-commerce
technology provider of electronic trading platforms, in exchange for
cash of approximately $2.1 million and 375,000 unregistered shares (the
"Shares") of the Company's common stock. The acquisition was made
pursuant to a Stock Purchase Agreement, dated as of August 11, 2000,
among the Company and the former stockholders of Tradesoft (the
"Agreement"). The Shares were issued at closing of the acquisition on
August 11, 2000, from the Company's treasury stock, in reliance upon
the exemption from registration provided by Section 4(2) under the
Securities Act of 1933, as amended ("Securities Act"). The Shares were
issued to a single founding shareholder of Tradesoft ("Founder"), with
the subsequent resale or transfer of the Shares subject to both
standard Securities Act restrictive legends and a covenant of Founder
not to resell or transfer them (with certain private transfer
exceptions) for a period of one year from closing. In addition, 60,783
of the 375,000 shares were subjected to a one-year escrow arrangement
as security for certain representations and covenants made by Founder
in the Agreement. The foregoing description is qualified in its
entirety by the full text of the Agreement, a copy of which is attached
hereto as Exhibit 2.6 and hereby incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT DESCRIPTION
------- -----------
2.6 Stock Purchase Agreement, dated as of August 11, 2000, by and among
Maxcor Financial Group Inc. and the stockholders of Tradesoft
Technologies, Inc., without exhibits and schedules.
10.14 Amendment, dated August 11, 2000, to Employment Agreement, dated as of
August 14, 1998, by and between Euro Brokers Investment Corporation and
Walter E. Dulski.
27 Financial Data Schedule (filed in electronic form only)
(b) Reports on Form 8-K
During the three months ended September 30, 2000, the Company did not file any
current reports on Form 8-K.
Page 25 of 66 Pages
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 14, 2000
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 26 of 66 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
2.6 Stock Purchase Agreement, dated as of August 11, 2000, 28
by and among Maxcor Financial Group Inc. and the
stockholders of Tradesoft Technologies, Inc., without
exhibits and schedules.
10.14 Amendment, dated August 11, 2000, to Employment 65
Agreement, dated as of August 14, 1998, by and
between Euro Brokers Investment Corporation and
Walter E. Dulski.
27 Financial Data Schedule (filed in electronic form only) 66
Page 27 of 66 Pages
