<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2000
Commission File Number 0-25056
MAXCOR FINANCIAL GROUP INC.
----------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
------------------------
(State or other jurisdiction of
incorporation or organization)
59-3262958
----------
(I.R.S. Employer
Identification Number)
Two World Trade Center
New York, New York 10048
-----------------------------------
(Address of principal executive office)
(212) 748-7000
--------------
(Registrant's telephone
number, including area code)
Indicate by check mark whether registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----------- ------------
The number of shares of common stock, par value $.001 per
share, of registrant outstanding as of August 11, 2000 was 8,644,435.
The Exhibit Index is on Page 24
Page 1 of 49 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
INDEX
-----
<TABLE>
<CAPTION>
Page
----
PART I. FINANCIAL INFORMATION
<S> <C>
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 21
PART II. OTHER INFORMATION
Item 4. Exhibits and Reports on Form 8-K 22
Signatures 23
Exhibit Index 24
</TABLE>
Page 2 of 49 Pages
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(Unaudited)
Page 3 of 49 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 20,170,239 $ 20,054,275
Deposits with clearing organizations 6,831,013 6,800,390
Receivable from broker-dealers and customers 17,447,589 16,027,907
Securities owned 8,362,482 9,479,694
Prepaid expenses and other assets 5,652,565 7,011,145
Deferred tax asset 3,020,642 3,752,385
Equity in affiliated companies 1,649,953 1,595,852
Furniture, equipment and leasehold improvements 6,647,327 6,959,569
Intangible assets 581,719 786,741
-------------- -------------
Total assets $ 70,363,529 $ 72,467,958
============== =============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 4 of 49 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(continued)
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
--------------- -----------------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
------------------------------------
Liabilities:
Payable to broker-dealer $ 4,394,528 $ 5,977,929
Accounts payable and accrued liabilities 12,490,770 14,924,573
Accrued compensation payable 14,940,640 13,046,001
Loan payable 674,282
Income taxes payable 755,054 723,392
Deferred taxes payable 498,319 523,052
Obligations under capitalized leases 371,449 493,367
Notes payable 1,371,102 1,799,870
-------------- --------------
34,821,862 38,162,466
-------------- --------------
Minority interest in consolidated subsidiary 4,191,603 4,885,896
-------------- --------------
Redeemable preferred stock:
Series B, 2% cumulative, stated value $1,000; 2,000 shares issued at
June 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 June 30, 2000 and December 31, 1999,
reported above
Common stock, $.001 par value; 30,000,000 shares authorized, 11,392,269
shares issued at June 30, 2000 and December 31, 1999 11,392 11,392
Additional paid-in capital 33,187,415 33,187,415
Treasury stock at cost; 3,122,834 and 3,054,832 shares of
common stock held at June 30, 2000 and December 31, 1999,
respectively ( 5,575,487) ( 5,454,036)
Accumulated deficit ( 56,804) ( 2,608,011)
Accumulated other comprehensive income:
Foreign translation adjustments 1,783,548 2,282,836
------------- ---------------
Total stockholders' equity 29,350,064 27,419,596
------------- --------------
Total liabilities and stockholders' equity $ 70,363,529 $ 72,467,958
============= =============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 5 of 49 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
Revenue:
Commission income $ 34,556,641 $ 39,912,054 $ 75,190,664 $ 84,324,166
Interest income 468,968 466,896 890,681 822,891
Other income 1,202,395 607,870 3,834,879 1,050,106
-------------- --------------- -------------- ----------------
36,228,004 40,986,820 79,916,224 86,197,163
-------------- --------------- -------------- ----------------
Costs and expenses:
Payroll and related costs 25,900,707 28,060,414 55,672,579 57,270,234
Communication costs 3,450,089 3,666,068 6,970,393 7,546,480
Travel and entertainment 2,039,404 2,244,391 4,146,306 4,320,794
Occupancy costs 1,277,364 1,310,920 2,455,740 2,850,834
Depreciation and amortization 947,359 1,064,224 1,903,974 2,278,891
Clearing fees 842,912 958,016 1,684,433 1,944,377
Interest expense 127,055 250,745 265,862 455,935
Restructuring costs 238,400
General, administrative and other
expenses 980,682 1,355,001 2,442,245 3,184,198
-------------- --------------- -------------- ----------------
35,565,572 38,909,779 75,779,932 79,851,743
-------------- --------------- -------------- ----------------
Subtotal 662,432 2,077,041 4,136,292 6,345,420
(Loss) income from equity affiliate ( 2,183) ( 41,696) 111,503 ( 53,839)
-------------- --------------- -------------- ----------------
Income before provision for income
taxes and minority interest 660,249 2,035,345 4,247,795 6,291,581
Provision for income taxes 675,196 941,822 2,177,114 2,752,060
-------------- --------------- -------------- ----------------
(Loss) income before minority interest ( 14,947) 1,093,523 2,070,681 3,539,521
Minority interest in loss (income) of
consolidated subsidiaries 322,819 ( 46,520) 500,526 ( 918,718)
-------------- --------------- -------------- ----------------
Net income $ 307,872 $ 1,047,003 $ 2,571,207 $ 2,620,803
============== ============== ============== ================
Weighted average common shares
outstanding - basic 8,317,488 10,897,161 8,327,463 11,109,293
Weighted average common shares
outstanding - diluted 8,317,488 10,906,251 8,459,507 11,109,293
Basic earnings per share $ .04 $ .10 $ .31 $ .23
Diluted earnings per share $ .04 $ .10 $ .30 $ .23
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 6 of 49 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIODS ENDED DECEMBER 31, 1999 AND JUNE 30, 2000
<TABLE>
<CAPTION>
Accumulated
Additional Other
Comprehensive Paid-In Treasury Accumulated Comprehensive
Income Common Stock Capital Stock Deficit Income Total
------------- ------------ ------------ ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
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
six months ended
June 30, 2000 $ 2,571,207 2,571,207 2,571,207
Other comprehensive
income
Foreign translation
adjustment (net of
income tax benefit
of $143,466) ( 499,288) ( 499,288) ( 499,288)
-----------
Comprehensive income $ 2,071,919
===========
Acquisition of treasury
stock ( 121,451) ( 121,451)
Redeemable preferred
stock dividends ( 20,000) ( 20,000)
--------- ------------ ----------- ------------ ------------ -----------
Balance at June 30, 2000 $ 11,392 $ 33,187,415 ($5,575,487) ($ 56,804) $ 1,783,548 $29,350,064
========= ============ =========== ============ ============ ===========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statement
Page 7 of 49 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30, 2000 June 30, 1999
------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,571,207 $ 2,620,803
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,903,974 2,278,891
Provision for doubtful accounts ( 22,285) 24,164
Gain on partial sale of subsidiary ( 2,235,511)
Minority interest in (loss) earnings of consolidated
subsidiary ( 412,030) 810,084
Undistributed (earnings) losses of unconsolidated
subsidiary (249,621) 214,571
Net loss (gain) on disposal of fixed assets 781 ( 2,787)
Imputed interest expense 15,158
Deferred income taxes 665,141
Change in assets and liabilities:
(Increase) decrease in deposits with clearing organizations ( 30,623) 327
Increase in receivable from broker-dealers and customers ( 1,889,114) ( 8,295,056)
Decrease (increase) in securities owned 1,117,212 ( 549,963)
Decrease in prepaid expenses and other assets 1,581,489 3,135,431
(Decrease) increase in payable to broker-dealers and customers ( 1,583,403) 943,414
Decrease in accounts payable and accrued liabilities ( 2,031,070) ( 366,173)
Increase in accrued compensation payable 2,322,022 4,546,837
Increase in income taxes payable 65,338 1,891,565
-------------- --------------
Net cash provided by operating activities 1,773,507 7,267,266
-------------- --------------
Cash flows from investing activities:
Purchase of fixed assets ( 1,615,123) ( 852,044)
Proceeds from the sale of fixed assets 40,213 159,870
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 824,092 ( 643,318)
-------------- --------------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 8 of 49 Pages
<PAGE>
MAXCOR FINANCIAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (continued)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Cash flows from financing activities:
Cash contribution from minority interest 3,691,972
Dividend paid to minority interest ( 620,253)
Repayment of notes payable ( 731,588) ( 208,523)
Repayment of obligations under capitalized leases ( 96,891) ( 191,736)
Net (repayments) borrowings under revolving credit facility ( 674,282) 1,717,405
Redeemable preferred stock dividends ( 20,000) ( 20,000)
Acquisition of treasury stock ( 121,451) ( 4,226,104)
--------------- ---------------
Net cash (used in) provided by financing activities ( 1,644,212) 142,761
--------------- ---------------
Effect of exchange rate changes on cash ( 837,423) ( 586,547)
--------------- --------------
Net increase in cash and cash equivalents 115,964 6,180,162
Cash and cash equivalents at beginning of period 20,054,275 15,150,296
--------------- --------------
Cash and cash equivalents at end of period $ 20,170,239 $ 21,330,458
=============== ==============
Supplemental disclosures of cash flow information
Interest paid $ 292,990 $ 374,423
Income taxes paid 640,121 259,578
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
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 9 of 49 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 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 interim periods
ended June 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 49 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 and six month
periods respectively ended June 30, 2000 and June 30, 1999:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
--------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
Numerator (basic and diluted calculation):
Net income $ 307,872 $1,047,003 $ 2,571,207 $ 2,620,803
Less redeemable preferred stock dividends ( 10,000) ( 10,000) ( 20,000) ( 20,000)
--------- ---------- ------------- -----------
Net income available to common stockholders 297,872 1,037,003 2,551,207 2,600,803
Denominator:
Weighted average common shares outstanding (basic
calculation) 8,317,488 10,897,161 8,327,463 11,109,293
Dilutive effect of stock options 9,090 132,044
--------- ---------- ------------- -----------
Diluted weighted average common shares outstanding
(diluted calculation) 8,317,488 10,906,251 8,459,507 11,109,293
Earnings per share:
Basic $ .04 $ .10 $ .31 $ .23
Diluted $ .04 $ .10 $ .30 $ .23
Antidilutive common stock equivalents:
Options 1,800,000 75,000 420,000 1,630,000
Warrants 734,980 734,980 734,980 734,980
</TABLE>
Page 11 of 49 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 June 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 June 30, 2000, the Company had repurchased 68,002 shares of
its common stock under this program at an aggregate purchase price of $121,451.
As a result, at June 30, 2000, the Company had outstanding 8,269,435 shares of
common stock and held 3,122,834 shares in treasury.
At June 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 June 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 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 six months ended June 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
Page 12 of 49 Pages
<PAGE>
NOTE 5 - PARTIAL SALE OF SUBSIDIARY (Continued):
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 six months ended June 30, 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 was relocated
to New York in July 2000. EBCL has reserved $238,400 for costs expected to be
incurred subsequent to the ceasing of operations, which occurred on June 30,
2000. These costs consist 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 June 30, 2000, MFI's regulatory net capital was
approximately $13,024,000 and exceeded the minimum regulatory requirement under
rule 15c3-1 of $250,000 by approximately $12,774,000.
NOTE 8 - SUBSEQUENT EVENT:
On August 11, 2000, the Company acquired the privately-held Tradesoft
Technologies, Inc., a business-to-business e-commerce technology provider of
electronic trading platforms, in exchange for cash of approximately $2.1 million
and 375,000 shares of MFGI's common stock, issued from Treasury and having a
then market value of approximately $500,000.
Page 13 of 49 Pages
<PAGE>
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.
Although all segments are primarily engaged in the inter-dealer brokerage
business, they are managed separately to reflect their unique market, employment
and regulatory environments. The reportable segments for the three and six month
periods respectively ended June 30, 2000 and June 30, 1999 as defined 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 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
June 30, 2000
Operating revenues $18,849,993 $ 10,611,409 $ 5,163,030 $ 142,356 $ 147,180 $ 770,994 $35,684,962
Net income (loss) 783,253 ( 328,487) 12,595 ( 78,562) ( 142,558) 61,631 307,872
Three months ended
June 30, 1999
Operating revenues $19,805,861 $ 14,026,891 $ 5,006,204 $ 293,800 $ 839,792 $ 578,501 $40,551,049
Net income (loss) 559,312 124,412 243,473 ( 3,025) 82,915 39,916 1,047,003
Six months ended
June 30, 2000
Operating revenues $39,158,897 $ 25,011,281 $10,395,110 $ 323,066 $ 334,081 $ 1,605,375 $76,827,810
Net income (loss) 1,757,491 ( 277,323) 1,508,261 ( 262,229) ( 302,945) 147,952 2,571,207
Six months ended
June 30, 1999
Operating revenues $39,858,326 $ 31,011,868 $11,191,097 $ 538,197 $1,846,116 $ 1,103,803 $85,549,407
Net income (loss) 866,418 851,869 775,887 ( 34,001) 155,807 4,823 2,620,803
</TABLE>
Page 14 of 49 Pages
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Three Months Ended June 30, 2000
Compared to Three Months Ended June 30, 1999
Commission income for the three months ended June 30, 2000 decreased $5,355,413
to $34,556,641, compared to $39,912,054 for the comparable period in 1999. The
decrease resulted primarily from the combination of decreased brokerage in
London and Geneva of approximately $4.1 million and decreased brokerage in New
York of approximately $1.4 million. The reduction in London was broad-based and
included most interest rate derivative products. 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 decreased
primarily as a result of reducing or discontinuing certain marginal or
loss-making brokerage desks, including parts of the energy-related derivatives
group in 1999, and reduced market activity for emerging market debt securities.
The decrease in New York was offset in part 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.
Interest income for the three months ended June 30, 2000 and June 30, 1999 was
comparable at $468,968 and $466,896, respectively, reflecting the offsetting
effects of an increase associated with higher average cash and cash equivalent
balances and rising interest rates, and a decrease associated with a reduction
in the average inventory of municipal securities held.
Other income for the three months ended June 30, 2000 increased $594,525 to
$1,202,395, compared to $607,870 for the three months ended June 30, 1999. This
increase was primarily the result of the combined effect of an increase in
trading gains on municipal securities 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 debt securities, which commenced in May 1999.
Payroll and related costs for the three months ended June 30, 2000 decreased
$2,159,707 to $25,900,707, compared to $28,060,414 for the three months ended
June 30, 1999. This decrease was primarily the result of reduced employment
costs in London and Geneva of approximately $2.1 million, reflective of
decreased commission income. As a percentage of operating revenues, payroll and
related costs increased to 72.6% for the three months ended June 30, 2000 as
compared to 69.2% for the three months ended June 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 June 30, 2000 decreased $215,979
to $3,450,089, compared to $3,666,068 for the three months ended June 30, 1999,
primarily as a result of cost reduction efforts in New York throughout 1999 and
into 2000.
Page 15 of 49 Pages
<PAGE>
Travel and entertainment costs for the three months ended June 30, 2000
decreased $204,987 to $2,039,404, compared to $2,244,391 for the three months
ended June 30, 1999. As a percentage of operating revenues, travel and
entertainment costs were comparable for the three months ended June 30, 2000 and
June 30, 1999 at 5.7% and 5.5%, 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 June 30, 2000, these costs decreased $33,556 to $1,277,364,
compared to $1,310,920 for the three months ended June 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 and intangible assets. For the three months ended June
30, 2000, depreciation and amortization decreased $116,865 to $947,359, compared
to $1,064,224 for the three months ended June 30, 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 and
2000.
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 $115,104 to
$842,912 for the three months ended June 30, 2000, compared to $958,016 for the
three months ended June 30, 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 June 30, 2000 decreased $123,690 to
$127,055, compared to $250,745 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 June 30, 2000, these expenses decreased $374,319 to $980,682, as compared
to $1,355,001 for the three months ended June 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.
For the three months ended June 30, 2000, the Company had a loss from its 15%
equity interest in Yagi Euro of $2,183, as compared to a loss of $41,696 for the
three months ended June 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.
Page 16 of 49 Pages
<PAGE>
Provision for income taxes for the three months ended June 30, 2000 decreased
$266,626 to $675,196, compared to $941,822 for the three months ended June 30,
1999, primarily due to decreased levels of pre-tax income.
For the three months ended June 30, 2000, minority interest in consolidated
subsidiaries resulted in a reduction of net losses from such subsidiaries of
$322,819, as compared to a reduction of net income from such subsidiaries of
$46,520, primarily as a result of reduced brokerage activity in EBFL, the
Company's combined venture in London with Finacor.
Six Months Ended June 30, 2000
Compared to Six Months Ended June 30, 1999
Commission income for the six months ended June 30, 2000 decreased $9,133,502 to
$75,190,664, compared to $84,324,166 for the comparable period in 1999. The
decrease resulted primarily from the combined effect of decreased brokerage in
London and Geneva of approximately $7.5 million, decreased brokerage in the
Tokyo Partnership of approximately $796,000 and decreased brokerage in New York
of approximately $1.1 million. The reduction in London was broad-based and
included most interest rate derivative products. 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 the Tokyo Partnership
decreased in part due to a decline in the market share maintained in the early
part of 1999. In New York, the decrease resulted primarily as a result of
reducing or discontinuing certain marginal or loss-making brokerage desks,
including parts of the energy-related derivatives operations in 1999, and
reduced market activity for emerging market debt securities. The decrease in New
York was offset in part 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, and an increase in brokerage in interest rate derivative
products, reflecting both improved market activity and market share.
Interest income for the six months ended June 30, 2000 increased $67,790 to
$890,681, compared to $822,891 for the six months ended June 30, 1999,
reflecting the offsetting effects of an increase associated with higher average
cash and cash equivalent balances and rising interest rates, and a decrease
associated with a reduction in the average inventory of municipal securities
held.
Other income for the six months ended June 30, 2000 increased $2,784,773 to
$3,834,879, compared to $1,050,106 for the six months ended June 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.
Page 17 of 49 Pages
<PAGE>
Payroll and related costs for the six months ended June 30, 2000 decreased
$1,597,655 to $55,672,579, compared to $57,270,234 for the six months ended June
30, 1999. The decrease was primarily the result of decreased employment costs in
London and Geneva of approximately $2.9 million as a result of decreased
commission income. This increase was partially offset by increased employment
costs in New York and Mexico City of approximately $750,000 as a result of
improved profitability, and increased employment costs in the Tokyo Partnership
of approximately $575,000, 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 72.5% for the six
months ended June 30, 2000 as compared to 66.9% for the six months ended June
30, 1999, primarily reflective of fixed salary costs in certain derivatives
brokerage groups in London, which experienced reduced brokerage.
Communication costs for the six months ended June 30, 2000 decreased $576,087 to
$6,970,393, compared to $7,546,480 for the six months ended June 30, 1999,
primarily as a result of cost reduction efforts in New York throughout 1999 and
into 2000.
Travel and entertainment costs for the six months ended June 30, 2000 decreased
$174,488 to $4,146,306, compared to $4,320,794 for the six months ended June 30,
1999. As a percentage of operating revenues, travel and entertainment costs were
comparable for the six months ended June 30, 2000 and June 30, 1999 at 5.4% and
5.1%, respectively, reflective of continued efforts to correlate these costs to
revenue levels.
Occupancy costs decreased $395,094 to $2,455,740, for the six months ended June
30, 2000, compared to $2,850,834 for the six months ended June 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 six months ended June 30, 2000
decreased $374,917 to $1,903,974, compared to $2,278,891 for the six months
ended June 30, 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 and 2000.
Clearing fees for the six months ended June 30, 2000 decreased $259,944 to
$1,684,433, compared to $1,944,377 for the six months ended June 30, 1999, due
primarily to a decrease in the number of cleared transactions, primarily in
emerging market debt securities.
Interest expense for the six months ended June 30, 2000 decreased $190,073 to
$265,862, compared to $455,935 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.
Page 18 of 49 Pages
<PAGE>
Restructuring costs of $238,400 were incurred during the six months ended June
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 $741,953 to $2,442,245 for
the six months ended June 30, 2000, as compared to $3,184,198 for the six months
ended June 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.
For the six months ended June 30, 2000, the Company had income from its 15%
equity interest in Yagi Euro of $111,503, as opposed to a loss of $53,839 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 six months ended June 30, 2000 decreased
$574,946 to $2,177,114, compared to $2,752,060 for the six months ended June 30,
1999, primarily due to decreased levels of pre-tax income.
For the six months ended June 30, 2000, minority interest in consolidated
subsidiaries resulted in a reduction of net losses from such subsidiaries of
$500,526, as compared to a reduction of net income from such subsidiaries of
$918,718, 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.
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 June 30, 2000, as reflected on the
Consolidated Statements of Financial Condition, the Company had net assets
relating to its municipal securities business of approximately $4.0 million,
reflecting securities owned of approximately $8.4 million, financed by a payable
to its clearing broker of approximately $4.4 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
Page 19 of 49 Pages
<PAGE>
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.
At June 30, 2000, the Company did not have a loan outstanding under its
revolving credit facility with General Electric Capital Corporation ("GECC").
The facility provides for borrowings of up to $5 million, expires on June 17,
2004 and is secured by substantially all the assets of Euro Brokers Inc.
("EBI"), a U.S. subsidiary. The borrowing availability under the facility (which
approximated $3.5 million at June 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 June 30, 2000 of approximately $1.4 million reflects the
remaining installments of approximately $1.1 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, and a
(pound)200,000 (approximately $303,000 at June 30, 2000) note, due March 31,
2001, issued by EBFL to Monecor (London) Limited, a subsidiary of Finacor and
the minority shareholder of EBFL.
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 June
30, 2000, the Company had purchased 68,002 shares of its common stock under this
program at an aggregate purchase price of $121,451.
The Company and its subsidiaries, in the ordinary course of their business, are
subject to extensive regulation at international, federal and state levels by
various regulatory bodies which are charged with safeguarding the integrity of
the securities and other financial markets and protecting the interest of
customers. The compliance requirements of these different regulatory bodies may
include, but are not limited to, net capital or stockholders' equity
requirements. The Company has historically met regulatory net capital and
stockholders' equity requirements and believes it will be able to continue to do
so in the future.
Page 20 of 49 Pages
<PAGE>
Forward-Looking Statements
Certain statements contained in this Item 2 and elsewhere in this report, as
well as other oral and written statements made by the Company to the public,
contain and incorporate by reference forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. 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 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 21 of 49 Pages
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Information required in response to this item is incorporated herein by
reference to Item 5 of the Company's Current Report on Form 8-K dated June 8,
2000.
Item 5. Other Information
On August 11, 2000, the Company acquired the privately-held Tradesoft
Technologies, Inc., a business-to-business e-commerce technology provider of
electronic trading platforms, in exchange for cash of approximately $2.1 million
and 375,000 shares of MFGI's common stock. The Company's press release
announcing this acquisition is attached hereto as Exhibit 99.1 and is hereby
incorporated herein by reference.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Description
10.1 Agreement for Securities Clearances Services, dated as of March 20,
2000, between Wexford Clearing Services Corporation and Maxcor
Financial Inc.(1)
27 Financial Data Schedule (filed in electronic form only)
99.1 Press Release, dated August 14, 2000
---------------------------
(1) Portions of this exhibit have been redacted and confidential treatment
sought pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.
(b) Reports on Form 8-K
During the three months ended June 30, 2000, the Company filed two current
reports on Form 8-K, respectively dated May 17, 2000 and June 8, 2000. The May
17th Form 8-K reported on the Company's announcement of the authorization of a
repurchase program for up to 10% of the Company's outstanding common stock. The
June 8th Form 8-K reported on the results of the Company's annual meeting of
stockholders (election of directors and ratification of appointment of
independent accountants).
Page 22 of 49 Pages
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 14, 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 23 of 49 Pages
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
------- ----------- ----
<S> <C> <C>
10.1 Agreement for Securities Clearance Services, dated 25
as of March 20, 2000, between Wexford Clearing Services
Corporation and Maxcor Financial Inc.(1)
27 Financial Data Schedule (filed in electronic form only) 47
99.1 Press Release, dated August 14, 2000 48
</TABLE>
----------------------
(1) Portions of this exhibit have been redacted and confidential treatment
sought pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.
Page 24 of 49 Pages
