<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, 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 May 12, 2000 was 8,337,437.
The Exhibit Index is on Page 22
Page 1 of 23 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
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 15
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
</TABLE>
Page 2 of 23 Pages
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
Page 3 of 23 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
(unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 16,697,601 $ 20,054,275
Deposits with clearing organizations 6,884,986 6,800,390
Receivable from broker-dealers and customers 20,901,222 16,027,907
Securities owned 2,935,441 9,479,694
Prepaid expenses and other assets 6,788,270 7,011,145
Deferred tax asset 3,008,402 3,752,385
Equity in affiliated companies 1,706,489 1,595,852
Furniture, equipment and leasehold improvements 6,945,406 6,959,569
Intangible assets 684,238 786,741
------------ ------------
Total assets $ 66,552,055 $ 72,467,958
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 4 of 23 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(continued)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
------------------------------------
Liabilities:
Payable to broker-dealer $ $ 5,977,929
Accounts payable and accrued liabilities 13,737,044 14,924,573
Accrued compensation payable 11,792,506 13,046,001
Loan payable 1,232,984 674,282
Income taxes payable 516,247 723,392
Deferred taxes payable 516,613 523,052
Obligations under capitalized leases 435,545 493,367
Notes payable 2,003,691 1,799,870
------------ -----------
30,234,630 38,162,466
----------- -----------
Minority interest in consolidated subsidiary 4,701,766 4,885,896
------------ -----------
Redeemable preferred stock:
Series B, 2% cumulative, stated value $1,000;
2,000 shares issued at March 31, 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
March 31, 2000 and December 31, 1999, reported above
Common stock, $.001 par value; 30,000,000 shares
authorized, 11,392,269 shares issued at March 31, 2000
and December 31, 1999 11,392 11,392
Additional paid-in capital 33,187,415 33,187,415
Treasury stock at cost; 3,054,832 shares of common
stock held at March 31, 2000 and December 31, 1999 (5,454,036) (5,454,036)
Accumulated deficit (354,676) (2,608,011)
Accumulated other comprehensive income:
Foreign translation adjustments 2,225,564 2,282,836
----------- -----------
Total stockholders' equity 29,615,659 27,419,596
----------- -----------
Total liabilities and stockholders' equity $66,552,055 $72,467,958
=========== ===========
</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, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Revenue:
Commission income $40,634,023 $44,412,112
Interest income 421,713 355,993
Other income 2,632,484 442,238
----------- -----------
43,688,220 45,210,343
----------- -----------
Costs and expenses:
Payroll and related costs 29,771,872 29,209,821
Communication costs 3,520,304 3,880,411
Travel and entertainment 2,106,902 2,076,404
Occupancy costs 1,178,376 1,539,914
Depreciation and amortization 956,615 1,214,668
Clearing fees 841,521 986,361
Restructuring costs 238,400
Interest expense 138,807 205,188
General, administrative and other expenses 1,461,563 1,829,197
----------- -----------
40,214,360 40,941,964
----------- -----------
Subtotal 3,473,860 4,268,379
Income (loss) from equity affiliate 113,686 (12,143)
----------- -----------
Income before provision for income taxes
and minority interest 3,587,546 4,256,236
Provision for income taxes 1,501,918 1,810,238
----------- -----------
Income before minority interest 2,085,628 2,445,998
Minority interest in loss (income) of consolidated
subsidiaries 177,707 (872,198)
----------- -----------
Net income $ 2,263,335 $ 1,573,800
============ ==============
Weighted average common shares outstanding - basic 8,337,437 11,323,782
Weighted average common shares outstanding - diluted 8,618,880 11,323,782
Basic earnings per share $ .27 $ .14
Diluted earnings per share $ .26 $ .14
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 6 of 23 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIODS ENDED DECEMBER 31, 1999 AND MARCH 31, 2000
<TABLE>
<CAPTION>
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
three months ended
March 31, 2000 $2,263,335 2,263,335 2,263,335
Other comprehensive
income
Foreign translation
adjustment (net of
income tax benefit
of $38,751) ( 57,272) ( 57,272) ( 57,272)
----------
Comprehensive income $2,206,063
==========
Redeemable preferred
stock dividends ( 10,000) ( 10,000)
------- ----------- ----------- ----------- ---------- -----------
Balance at March 31, 2000 $11,392 $33,187,415 ($5,454,036) ($ 354,676) $2,225,564 $29,615,659
======= =========== =========== =========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statement
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, 2000 March 31, 1999
--------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $2,263,335 $1,573,800
Adjustments to reconcile net income to net cash used in
Depreciation and amortization 956,615 1,214,668
Provision for doubtful accounts ( 26,102) 11,765
Gain on partial sale of subsidiary ( 2,235,511)
Net gain on disposal of fixed assets ( 1,000) ( 2,787)
Minority interest in (losses) earnings of consolidated subsidiary ( 102,306) 623,254
Undistributed earnings of unconsolidated subsidiaries ( 118,458) ( 754,516)
Imputed interest expense 7,568
Deferred income taxes 729,901
Change in assets and liabilities:
(Increase) decrease in deposits with clearing organizations ( 84,596) 9,258
Increase in receivable from broker-dealers and customers ( 4,919,308) ( 7,264,969)
Decrease (increase) in securities owned 6,544,253 ( 2,178,448)
Decrease in prepaid expenses and other assets 202,089 3,405,866
(Decrease) increase in payable to broker-dealer ( 5,977,929) 2,064,377
Decrease in accounts payable and accrued liabilities ( 826,422) ( 1,009,818)
Decrease in accrued compensation payable ( 1,133,886) ( 435,427)
(Decrease) increase in income taxes payable ( 203,024) 1,022,900
---------- ----------
Net cash used in operating activities ( 4,932,349) ( 1,712,509)
---------- ----------
Cash flows from investing activities:
Purchase of fixed assets ( 892,941) ( 496,483)
Proceeds from the sale of fixed assets 12,968 159,870
Proceeds from the partial sale of subsidiary 2,399,002
Dividends received from equity affiliates 48,856
--------- ----------
Net cash provided by (used in) investing activities 1,519,029 ( 287,757)
--------- ----------
</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, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Cash flows from financing activities:
Cash contribution from minority interest 3,691,972
Net borrowings under revolving credit facility 558,702
Repayment of notes payable ( 114,399) ( 105,950)
Repayment of obligations under capitalized leases ( 49,792) ( 106,329)
Redeemable preferred stock dividends ( 10,000) ( 10,000)
------------ (-----------
Net cash provided by financing activities 384,511 3,469,693
------------ ----------
Effect of exchange rate changes on cash ( 327,865) ( 273,036)
------------ -----------
Net (decrease) increase in cash and cash equivalents ( 3,356,674) 1,196,391
Cash and cash equivalents at beginning of period 20,054,275 15,150,296
----------- -----------
Cash and cash equivalents at end of period $16,697,601 $16,346,687
=========== ===========
Supplemental disclosures of cash flow information
Interest paid $ 126,341 $ 166,122
Income taxes paid 435,749 43,080
Non-cash financing activities:
Conversion of account payable to note payable 318,220
Capital lease obligations incurred 92,733
Contribution of non-cash assets from minority interest 1,962,886
Assumption of liabilities of minority interest 247,508
</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") is a publicly-held financial services
holding company that was incorporated in Delaware in 1994. In 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 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, Toronto and Mexico City, as well as
correspondent relationships with other brokers throughout the world. EBIC and
its subsidiaries and affiliates currently comprise substantially all of MFGI's
business and assets.
The consolidated financial statements include the accounts of MFGI and its
majority-owned subsidiaries and other entities over which it exercises control
(collectively, the "Company"). All significant 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 condensed financial statements of the
Company have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three months
ended March 31, 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 of the Company as of December 31,
1999 and 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, 1999 ("1999 Form 10-K").
Page 10 of 23 Pages
<PAGE>
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Accounting Developments:
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 requires that all
derivative instruments, including certain derivatives embedded in other
contracts, be recorded on the balance sheet at their fair value. Changes in the
fair value of derivatives are to be recorded each period in current earnings or
other comprehensive income, depending on whether a derivative is designated as
part of a hedge transaction and, if it is, the type of hedge transaction. In
June 1999, the FASB issued Statement of Financial Accounting Standards No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133", which deferred the effective date for
SFAS 133 to all fiscal quarters of all fiscal years beginning after June 15,
2000 (January 1, 2001 for the Company). Management is currently assessing the
effect, if any, SFAS 133 will have on the Company's consolidated results of
operations and financial position.
NOTE 3 - EARNINGS PER SHARE:
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations for the three months ended
March 31, 2000 and March 31, 1999:
<TABLE>
<CAPTION>
Three Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Numerator (basic and diluted calculation):
Net income $ 2,263,335 $ 1,573,800
Less redeemable preferred stock dividends ( 10,000) ( 10,000)
----------- -----------
Net income available to common stockholders 2,253,335 1,563,800
Denominator:
Weighted average common shares outstanding
(basic calculation) 8,337,437 11,323,782
Dilutive effect of stock options 281,443
Diluted weighted average common shares
outstanding (diluted calculation) 8,681,880 11,323,782
Earnings per share:
Basic $ .27 $ .14
Diluted $ .26 $ .14
Antidilutive common stock equivalents:
Options 385,000 1,630,000
Warrants 734,980 734,980
</TABLE>
Page 11 of 23 Pages
<PAGE>
NOTE 4 - STOCKHOLDERS EQUITY:
Preferred stock:
Pursuant to the Company's adoption of a shareholder rights plan (the "Plan") in
December 1996, the Company authorized the creation of Series A Junior
Participating Preferred Stock and reserved 300,000 shares thereof for issuance
upon exercise of the rights that, pursuant to the Plan, were at the time
dividended to holders of common stock.
At March 31, 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 March 31, 2000 and December 31, 1999, the Company had outstanding 8,337,437
shares of common stock and held 3,054,832 shares in treasury.
At March 31, 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 March 31, 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 5 - 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 three months ended March 31, 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.
Page 12 of 23 Pages
<PAGE>
NOTE 5 - PARTIAL SALE OF SUBSIDIARY (Continued):
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 this transaction is included in income from equity affiliate for
the three months ended March 31, 2000.
NOTE 6 - 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 2000. In
connection therewith a portion of the business conducted by EBCL is expected to
be relocated to New York. EBCL has reserved $238,400 for costs expected to be
incurred subsequent to the ceasing of operations, consisting primarily of
employee severance costs, lease termination costs and the disposal of fixed
assets. This reserve is expected to be fully utilized during 2000 and is
representative of costs that are not associated with future revenues and are
either incremental or contractual with no economic benefit.
NOTE 7 - 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 March 31, 2000, MFI's regulatory net capital was
approximately $12,774,000 and exceeded the minimum regulatory requirement under
rule 15c3-1 of $250,000 by approximately $12,524,000.
NOTE 8 - SEGMENT REPORTING:
In accordance with the requirements for interim period reporting under Statement
of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"), the Company is reporting 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.
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, 2000
and 1999 as defined by SFAS 131 consist of
Page 13 of 23 Pages
<PAGE>
NOTE 8 - SEGMENT REPORTING (Continued):
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 results of
operations of the Tokyo Partnership, with net income for 2000 including the
one-time, after-tax gain of approximately $1.5 million on the partial sale of
the Company's interest in the Tokyo Partnership ($2.2 million on a pre-tax
basis, see Note 5). United Kingdom amounts include the consolidated balances of
Euro Brokers Finacor Limited ("EBFL"), the Company's combined venture with
Finacor S.A. ("Finacor"). 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".
<TABLE>
<CAPTION>
United United
States Kingdom Japan Canada Switzerland All Other Total
------ ------- ----- ------ ----------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Three months ended
March 31, 2000
Operating revenues $20,308,904 $14,399,872 $5,232,080 $ 180,710 $ 186,901 $ 834,381 $41,142,848
Net income (loss) 974,238 51,164 1,495,666 ( 183,667) ( 160,387) 86,321 2,263,335
Three months ended
March 31, 1999
Operating revenues $20,052,465 $16,984,977 $6,184,893 $ 244,397 $ 1,006,324 $ 525,302 $44,998,358
Net income (loss) 307,106 727,457 532,414 ( 30,976) 72,892 ( 35,093) 1,573,800
</TABLE>
Page 14 of 23 Pages
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Three Months Ended March 31, 2000
Compared to Three Months Ended March 31, 1999
Commission income for the three months ended March 31, 2000 decreased $3,778,089
to $40,634,023, compared to $44,412,112 for the comparable period in 1999. The
decrease resulted primarily from the combination of decreased brokerage in
London and Geneva of approximately $3.4 million, and decreased brokerage in the
Tokyo Partnership of approximately $1.0 million. The reduction in London was
broad-based and included most interest rate swap products and interest rate
options. The decline in Geneva was primarily the result of a reduction in
brokerage staff and the transfer of some customer relationships back to the
London office. Brokerage in the Tokyo Partnership decreased in part due to a
decline in market share from that of the first quarter of 1999. The decrease in
brokerage in the London, Geneva and Tokyo centers was offset in part by
increased brokerage in New York and Mexico City of approximately $643,000. The
increase primarily reflected increased brokerage in interest rate derivatives,
which experienced extremely active markets and where the Company improved its
market share, and U.S. Treasury repurchase agreements, where the Company hired a
new brokerage team during the fourth quarter of 1999. The increase was offset in
part by brokerage reductions in energy-related derivatives, where certain
departments were closed during 1999, and emerging market debt securities, which
continued to experience reduced market activity.
Interest income for the three months ended March 31, 2000 increased $65,720 to
$421,713, compared to $355,993 for the three months ended March 31, 1999,
reflecting an increase in average cash and cash equivalent balances during the
current period and rising interest rates.
Other income for the three months ended March 31, 2000 increased $2,190,246 to
$2,632,484, compared to $442,238 for the three months ended March 31, 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 income derived
since May 1999 from the Company's licensing agreement with Telerate, Inc. for a
variety of pricing and other data on emerging market bonds. These increases were
offset in part by a decrease in trading gains on municipal securities
transactions.
Payroll and related costs for the three months ended March 31, 2000 increased
$562,051 to $29,771,872, compared to $29,209,821 for the three months ended
March 31, 1999. This increase was primarily the result of increased employment
costs in New York of approximately $697,000 as a result of increased operating
revenues and improved profitability, and increased employment costs in the Tokyo
Partnership of approximately $538,000, reflecting an increase in brokerage staff
in part as a result of the admission of Nittan to the Tokyo Partnership. These
increases were partially offset by reduced employment costs in London and Geneva
of approximately $829,000, primarily as a result of decreased commission income.
As a percentage of operating revenues, payroll and related costs increased to
72.4% for the three months ended March 31, 2000 as compared to 64.9% for the
three months ended March 31,
Page 15 of 23 Pages
<PAGE>
1999, primarily reflective of fixed salary costs in certain derivatives
brokerage groups in London which experienced reduced brokerage.
Communication costs for the three months ended March 31, 2000 decreased $360,107
to $3,520,304, compared to $3,880,411 for the three months ended March 31, 1999,
primarily as a result of cost reduction efforts in New York throughout 1999 and
into 2000.
Travel and entertainment costs were comparable for the three months ended March
31, 2000 and March 31, 1999 at $2,106,902 and $2,076,404, respectively. As a
percentage of operating revenues, travel and entertainment costs increased
slightly to 5.1% for the three months ended March 31, 2000, as compared to 4.6%
for the three months ended March 31, 1999.
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, 2000, these costs decreased $361,538 to $1,178,376,
compared to $1,539,914 for the three months ended March 31, 1999, primarily
reflecting the combined effect of a significant reduction in leased space in
Stamford, Connecticut as a result of the closing of certain departments within
the energy derivatives brokerage unit 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 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, 2000, depreciation and amortization decreased $258,053 to $956,615, compared
to $1,214,668 for the three months ended March 31, 1999, primarily as a result
of a reduction in depreciable fixed assets. The decrease in depreciable fixed
assets reflected in part the Company's increased use of operating leases to
finance the upgrading of communication and information systems during 1999.
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 decreased $144,840 to
$841,521 for the three months ended March 31, 2000, compared to $986,361 for the
three months ended Mach 31, 1999, due primarily to a decrease in the number of
cleared transactions, primarily in emerging market debt securities.
Interest expense for the three months ended March 31, 2000 decreased $66,381 to
$138,807, compared to $205,188 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.
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 March 31, 2000, these expenses
Page 16 of 23 Pages
<PAGE>
decreased $367,634 to $1,461,563, as compared to $1,829,197 for the three months
ended March 31, 1999, primarily as a result of continued efforts to reduce these
costs.
For the three months ended March 31, 2000, the Company had income from its 15%
equity interest in Yagi Euro of $113,686, as opposed to a loss of $12,143 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
for the combining of its conventional products businesses with those of Nittan,
effective January 1, 2000.
Provision for income taxes for the three months ended March 31, 2000 decreased
$308,320 to $1,501,918, compared to $1,810,238 for the three months ended March
31, 1999, primarily due to decreased levels of pre-tax income.
For the three months ended March 31, 2000, minority interest in consolidated
subsidiaries resulted in a reduction of net losses from such subsidiaries of
$177,707, as compared to a reduction of net income from such subsidiaries of
$872,198, primarily as a result of reduced brokerage activity in EBFL, the
Company's combined venture in London with Finacor.
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 March 31, 2000
reflect reductions from levels at December 31, 1999, principally due to the
timing of employee bonus payments, which occurred in February 2000.
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 March 31, 2000, as reflected on the
Consolidated Statements of Financial Condition, the Company had securities owned
of approximately $2.9 million, with no margin borrowings outstanding.
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 $1.2 million at March 31, 2000 represents amounts
borrowed under a revolving credit facility with General Electric Capital
Corporation ("GECC"), which
Page 17 of 23 Pages
<PAGE>
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 $3.4 million at March 31, 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 March 31, 2000 of approximately $2.0 million reflects the
remaining installments of approximately $1.2 million 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, a
(pound)200,000 (approximately $318,000 at March 31, 2000) note issued by EBFL to
Monecor (London) Limited, a subsidiary of Finacor and the minority shareholder
of EBFL, which matures on March 31, 2001, and $500,000 in notes issued to
investment partnerships of the venture capital group Welsh, Carson, Anderson &
Stowe ("WCAS") in June 1999 in connection with the Company's repurchase of
shares of its common stock held by such partnerships, which mature in June 2000.
As security for the WCAS notes, 571,429 of the repurchased shares have been
deposited in an escrow account and will be released upon repayment.
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.
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
Page 18 of 23 Pages
<PAGE>
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 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 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 19 of 23 Pages
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Description
- ------- -----------
27 Financial Data Schedule (filed in electronic form only)
(b) Reports on Form 8-K
During the three months ended March 31, 2000, the Company filed one current
report on Form 8-K, dated January 11, 2000. The Form 8-K reported on the
expansion of the Company's Board of Directors from seven to nine members and the
completion of the combination of the Company's Tokyo-based derivatives brokerage
operations with those of Nittan Exco, Ltd.
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 15, 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 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
unaudited Consolidated Financial Statements of Maxcor Financial Group Inc. at
and as of March 31, 2000 and is qualified in its entirety by reference to such
unaudited Consolidated Financial Statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 16,697,601
<RECEIVABLES> 20,901,222
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 0
<INSTRUMENTS-OWNED> 2,935,441
<PP&E> 6,945,406
<TOTAL-ASSETS> 66,552,055
<SHORT-TERM> 1,232,984
<PAYABLES> 0
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 0
<LONG-TERM> 2,003,691
2,000,000
0
<COMMON> 11,392
<OTHER-SE> 29,604,267
<TOTAL-LIABILITY-AND-EQUITY> 66,552,055
<TRADING-REVENUE> 7,325
<INTEREST-DIVIDENDS> 421,713
<COMMISSIONS> 40,634,023
<INVESTMENT-BANKING-REVENUES> 0
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 138,807
<COMPENSATION> 29,771,872
<INCOME-PRETAX> 3,587,546
<INCOME-PRE-EXTRAORDINARY> 2,263,335
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,263,335
<EPS-BASIC> 0.27
<EPS-DILUTED> 0.26
</TABLE>
