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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, 2002
Commission File Number 0-25056
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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)
One New York Plaza - 16th Floor
New York, New York 10292
---------------------------------------
(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 8, 2002 was 7,398,474.
Page 1 of 27 Pages
MAXCOR FINANCIAL GROUP INC.
INDEX
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited): ............................... 3
Consolidated Statements of Financial Condition ...................... 4
Consolidated Statements of Operations ............................... 5
Consolidated Statements of Changes in Stockholders' Equity .......... 6
Consolidated Statements of Cash Flows ............................... 7
Notes to the Consolidated Financial Statements ...................... 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................. 16
Item 3. Quantitative and Qualitative Disclosures about Market Risk ...... 23
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders ............. 24
Item 5. Other Information ............................................... 25
Item 6. Exhibits and Reports on Form 8-K ................................ 26
Signatures ............................................................... 27
Page 2 of 27 Pages
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------
JUNE 30, 2002
-------------
(Unaudited)
Page 3 of 27 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
(Unaudited)
June 30, 2002 December 31, 2001
------------- -------------
ASSETS
- ------
Cash and cash equivalents $ 57,053,597 $ 49,565,284
Deposits with clearing organizations 6,312,859 6,336,080
Receivable from broker-dealers and customers 21,968,494 18,035,532
Securities failed-to-deliver 8,994,961 184,768,776
Securities owned, held at clearing firms 22,832,966 12,090,074
Prepaid expenses and other assets 3,095,272 3,504,000
Deferred tax asset 204,937 221,112
Fixed assets 5,328,756 4,796,434
------------- -------------
Total assets $ 125,791,842 $ 279,317,292
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Payable to broker-dealers $ 18,640,666 $ 6,638,824
Securities failed-to-receive 9,028,583 183,649,730
Accounts payable and accrued liabilities 26,713,203 27,467,826
Accrued compensation payable 23,013,683 21,187,513
Income taxes payable 2,705,636 1,010,907
Deferred taxes payable 331,171 414,068
Obligations under capitalized leases 406,473 204,252
Note payable 447,978
------------- -------------
80,839,415 241,021,098
------------- -------------
Minority interest in consolidated subsidiary 4,607,657 3,979,291
------------- -------------
Stockholders' equity:
Preferred stock, $.001 par value, 1,000,000 shares
authorized; none issued at June 30, 2002 and
December 31, 2001
Common stock, $.001 par value, 30,000,000 shares
authorized; 12,126,314 and 11,612,769 shares issued
at June 30, 2002 and December 31, 2001, respectively 12,126 11,613
Additional paid-in capital 36,253,998 33,731,266
Treasury stock at cost; 4,586,540 shares of common
stock held at June 30, 2002 and December 31, 2001 (8,992,281) (8,992,281)
Retained earnings 11,671,764 8,195,155
Accumulated other comprehensive income:
Foreign translation adjustments 1,399,163 1,371,150
------------- -------------
Total stockholders' equity 40,344,770 34,316,903
------------- -------------
Total liabilities and stockholders' equity $ 125,791,842 $ 279,317,292
============= =============
The accompanying notes are an integral part of these
consolidated financial statements.
Page 4 of 27 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------- ------------- ------------- -------------
Revenue:
Commission income $ 37,722,296 $ 38,074,902 $ 74,970,451 $ 76,524,645
Trading gains on securities transactions 567,559 1,437,233 630,188 2,726,290
Interest income 399,450 534,696 800,605 1,176,752
Other (184,302) 481,345 (378,028) 992,122
------------- ------------- ------------- -------------
38,505,003 40,528,176 76,023,216 81,419,809
------------- ------------- ------------- -------------
Costs and expenses:
Compensation and related costs 25,625,477 27,182,608 50,759,649 54,367,963
Communication costs 2,755,744 2,542,834 5,355,161 5,313,768
Travel and entertainment 1,729,970 1,802,599 3,327,333 3,450,502
Occupancy costs 1,052,511 686,469 2,058,537 1,804,007
Clearing fees 808,942 901,163 1,558,924 1,757,064
Depreciation and amortization 584,353 994,675 1,109,853 2,046,073
Interest expense 49,635 209,260 101,288 417,442
Costs related to World Trade Center
attacks 46,668 518,042
Contribution to The Euro Brokers Relief
Fund, Inc. 1,219,233
General, administrative and other
expenses 1,300,313 1,616,046 2,434,795 3,204,219
------------- ------------- ------------- -------------
33,953,613 35,935,654 68,442,815 72,361,038
------------- ------------- ------------- -------------
Income before provision for income taxes,
minority interest and (loss) income
from equity affiliate 4,551,390 4,592,522 7,580,401 9,058,771
Provision for income taxes 2,256,007 1,862,750 3,699,575 3,708,063
------------- ------------- ------------- -------------
Income before minority interest and (loss)
income from equity affiliate 2,295,383 2,729,772 3,880,826 5,350,708
Minority interest in income of
consolidated subsidiaries (185,973) (4,721) (404,217) (297,499)
(Loss) income from equity affiliate (6,132) 9,992
------------- ------------- ------------- -------------
Net income $ 2,109,410 $ 2,718,919 $ 3,476,609 $ 5,063,201
============= ============= ============= =============
Weighted average common shares
outstanding - basic 7,472,870 7,525,809 7,250,861 7,675,032
Weighted average common shares
outstanding - diluted 8,447,869 7,781,977 8,217,732 7,683,732
Basic earnings per share $ 0.28 $ 0.36 $ 0.48 $ 0.66
Diluted earnings per share $ 0.25 $ 0.35 $ 0.42 $ 0.66
The accompanying notes are an integral part of these
consolidated financial statements.
Page 5 of 27
MAXCOR FINANCIAL GROUP INC.
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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
----------------------------------------------------------
FOR THE PERIODS ENDED DECEMBER 31, 2001 AND JUNE 30, 2002
---------------------------------------------------------
(Unaudited)
Retained Accumulated
Additional Earnings Other
Comprehensive Common Paid-in Treasury (Accumulated Comprehensive
Income Stock Capital Stock Deficit) Income Total
------------- ------------- ------------- ------------- ------------- ------------- -------------
Balance at December 31,
2000 $ 11,392 $ 33,187,415 ($ 5,679,008) ($ 823,247) $ 1,544,369 $ 28,240,921
Comprehensive income
Net income for the year
ended December 31,
2001 $ 9,038,402 9,038,402 9,038,402
Foreign translation
adjustment (inclusive
of income tax expense
of $882) (123,169) (123,169) (123,169)
Deferred hedging
Reclassification to
earnings (net of
income tax benefit
of $12,519) (50,050) (50,050) (50,050)
-------------
Comprehensive income $ 8,865,183
=============
Exercise of stock options
including tax benefit
of $101,822 221 543,851 (220,000) 324,072
Acquisition of treasury
stock (3,093,273) (3,093,273)
Redeemable preferred
stock dividends (20,000) (20,000)
------------- ------------- ------------- ------------- ------------- -------------
Balance at December 31,
2001 11,613 33,731,266 (8,992,281) 8,195,155 1,371,150 34,316,903
Comprehensive income
Net income for six
months ended June
30, 2002 $ 3,476,609 3,476,609 3,476,609
Foreign translation
adjustment (inclusive
of income tax benefit
of $59,634) 28,013 28,013 28,013
-------------
Comprehensive income $ 3,504,622
=============
Exercise of common stock
purchase warrants 493 2,463,482 2,463,975
Exercise of stock options
including tax benefit
of $17,771 20 59,250 59,270
------------- ------------- ------------- ------------- ------------- -------------
Balance at June 30, 2002 $ 12,126 $ 36,253,998 ($ 8,992,281) $ 11,671,764 $ 1,399,163 $ 40,344,770
============= ============= ============= ============= ============= =============
The accompanying notes are an integral part of these
consolidated financial statements.
Page 6 of 27 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
For the Six Months Ended
June 30, 2002 June 30, 2001
------------- -------------
Cash flows from operating activities:
Net income $ 3,476,609 $ 5,063,201
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,109,853 2,046,073
Provision for doubtful accounts (25,028) 22,267
Gain on sale of equity affiliate (390,081)
Minority interest in earnings of consolidated
subsidiaries 404,217 297,499
Unreimbursed losses of equity affiliates and contractual
arrangements 574,874 268,430
Net loss on disposal of fixed assets 3,939
Deferred hedging loss (161,942)
Deferred income taxes (85,616) (248,021)
Change in assets and liabilities:
Decrease in deposits with clearing organizations 23,221 321
Increase in receivable from broker-dealers and customers (3,694,148) (4,326,411)
Decrease in securities failed-to-deliver 175,773,815
Increase in securities owned, held at clearing firm (10,742,892) (713,584)
Decrease in prepaid expenses and other assets 473,299 655,405
Increase (decrease) in payable to broker-dealer 12,001,842 (1,107,999)
Decrease in securities failed-to-receive (174,621,147)
(Decrease) increase in accounts payable and accrued
liabilities (1,388,321) 1,325,601
Increase in accrued compensation payable 1,433,368 6,940,066
Increase in income taxes payable 1,650,249 1,989,708
------------- -------------
Net cash provided by operating activities 6,364,195 11,664,472
------------- -------------
Cash flows from investing activities:
Purchase of fixed assets (1,372,637) (528,410)
Proceeds from the sale of fixed assets 53,014
Proceeds from the sale of equity affiliate 1,939,516
------------- -------------
Net cash (used in) provided by investing activities (1,372,637) 1,464,120
------------- -------------
The accompanying notes are an integral part of these
consolidated financial statements.
Page 7 of 27 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited) (Continued)
For the Six Months Ended
June 30, 2002 June 30, 2001
------------- -------------
Cash flows from financing activities:
Proceeds from the exercise of options 59,270
Proceeds from the exercise of warrants 2,463,975
Repayment of notes payable (447,978) (250,611)
Repayment of obligations under capitalized leases (29,515) (94,173)
Redeemable preferred stock dividends (20,000)
Redemption of preferred stock (2,000,000)
Acquisition of treasury stock (2,063,848)
------------ ------------
Net cash provided by (used in) financing activities 2,045,752 (4,428,632)
------------ ------------
Effect of exchange rate changes on cash 451,003 (692,781)
------------ ------------
Net increase in cash and cash equivalents 7,488,313 8,007,179
Cash and cash equivalents at beginning of period 49,565,284 21,465,004
------------ ------------
Cash and cash equivalents at end of period $ 57,053,597 $ 29,472,183
============ ============
Supplemental disclosures of cash flow information:
Interest paid $ 76,286 $ 392,307
Income taxes paid 1,279,214 1,320,271
Non-cash financing activities:
Capital lease obligations incurred 211,449
The accompanying notes are an integral part of
these consolidated financial statements.
Page 8 of 27 Pages
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.
EBIC, incorporated in December 1986 in connection with a management buyout of
predecessor operations dating to 1970, through its subsidiaries and businesses
is primarily an inter-dealer broker of money market instruments, derivative
products and selected securities with principal offices in New York, London and
Tokyo, other offices in Stamford, Switzerland and Mexico, and correspondent
relationships with other brokers throughout the world. Maxcor Financial Inc.
("MFI"), EBIC's U.S. registered broker-dealer subsidiary, also conducts
institutional sales and trading brokerage operations in municipal bonds,
high-yield and distressed debt and equities.
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.
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 statement have
been included. Certain reclassifications have been made to previously reported
balances to conform with the current presentation. Operating results for the
interim periods ended June 30, 2002 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2002. For further
information, refer to the audited consolidated financial statements of the
Company included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 ("2001 Form 10-K").
Page 9 of 27 Pages
NOTE 2 - 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, 2002 and June 20, 2001:
Three Months Ended Six Months Ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------- ------------- ------------- -------------
Numerator (basic and diluted
calculation):
Net income $ 2,109,410 $ 2,718,919 3,476,609 $ 5,063,201
Less redeemable preferred stock
dividends (10,000) (20,000)
------------- ------------- ------------- -------------
Net income available to common
stockholders 2,109,410 2,708,919 3,476,609 5,043,201
Denominator:
Weighted average common shares
outstanding - basic calculation 7,472,870 7,525,809 7,250,861 7,675,032
Dilutive effect of stock options and
warrants 974,999 256,168 966,871 8,700
------------- ------------- ------------- -------------
Weighted average common shares
outstanding - diluted calculation 8,447,869 7,781,977 8,217,732 7,683,732
Earnings per share:
Basic $ .28 $ .36 $ .48 $ .66
Diluted $ .25 $ .35 $ .42 $ .66
Antidilutive common stock
equivalents:
Options 1,505,000 1,505,000
Warrants 734,980 734,980
NOTE 3 - STOCKHOLDERS' EQUITY:
- -----------------------------
Preferred stock:
- ---------------
Pursuant to the Company's adoption of a shareholder rights plan (the "Plan") in
December 1996, the Company authorized the creation of Series A Junior
Participating Preferred Stock and reserved 300,000 shares thereof for issuance
upon exercise of the rights that, pursuant to the Plan, were at the time
dividended to holders of common stock.
Common stock, options and warrants:
- ----------------------------------
At December 31, 2001, the Company had outstanding 7,026,229 shares of common
stock and held 4,586,540 shares in treasury. During the six months ended June
30, 2002, the Company issued 20,750 shares pursuant to options exercised under
the Company's 1996 Stock Option Plan.
At December 31, 2001, the Company had outstanding 685,948 redeemable common
stock purchase warrants, issued in connection with the Company's initial public
offering (the "IPO Warrants") and 49,032 Series B redeemable common stock
purchase warrants, issued in connection with the Company's acquisition of EBIC
and economically identical in their terms to the other series of warrants (the
"Acquisition Warrants"). During April 2002, the Company issued 492,795 shares of
Page 10 of 27 Pages
NOTE 3 - STOCKHOLDERS' EQUITY (Continued):
- -----------------------------------------
common stock upon the exercise of a like number of IPO Warrants and Acquisition
Warrants and received total proceeds of $2,463,975. The remaining IPO Warrants
and Acquisition Warrants expired on April 12, 2002.
During the six months ended June 30, 2002, no shares were repurchased under the
Company's existing share repurchase program authorized by the Board of Directors
in July 2001 and expanded in September 2001. As of June 30, 2002, the Company
had 986,000 shares remaining under this expanded authorization.
As a result of these activities, at June 30, 2002, the Company had outstanding
7,539,774 shares of common stock and held 4,586,540 shares in treasury.
At the Company's annual meeting in June 2002, the Company's stockholders
approved the Company's 2002 Stock Option Plan. The 2002 Stock Option Plan
provides for incentive awards to directors, officers, employees and consultants
of the Company and its subsidiaries, including the granting of stock options,
stock appreciation rights, restricted stock and stock bonus awards as determined
by the compensation committee of the Board of Directors. A total of 1,500,000
shares are available for awards under the 2002 Stock Option Plan.
During April 2002, the Company issued 500,000 common stock purchase warrants
(from treasury) to employees under a newly established warrant program to
provide inducements and incentives in connection with the formation of a
leveraged finance investment banking and trading group (the "Leveraged Finance
Warrants"). The Leveraged Finance Warrants issued have an exercise price of
$5.875 and vest at the rate of 50% on the second anniversary of the grant date
and 25% on each of the third and fourth anniversaries. This warrant program
provides for the granting of an additional 500,000 common stock purchase
warrants (from treasury) upon the achievement of specific performance goals with
exercise prices equal to the higher of the book value per share and the fair
market value per share of the Company's common stock at the time of grant.
At June 30, 2002, the Company had 1,558,750 shares reserved for issuance upon
exercise of options under the Company's 1996 Stock Option Plan, 1,500,000 shares
reserved for issuance under awards under the 2002 Stock Option Plan and
1,000,000 shares reserved in treasury for the exercise of the Leveraged Finance
Warrants.
NOTE 4 - ATTACKS ON WORLD TRADE CENTER:
- --------------------------------------
On September 11, 2001, the Company's headquarters on the 84th floor of Two World
Trade Center in downtown New York were destroyed when two commercial jet planes
hijacked by terrorists crashed into the World Trade Center towers. As a result
of these attacks, 61 employees and staff members were killed, out of a New York
work force approximating 300. The Company also lost all of the property and
technical infrastructure maintained at Two World Trade Center and experienced a
total disruption of its New York-based operations. On September 18, 2001, the
Company relocated its entire New York-based operations to temporary facilities
provided by Prudential Securities, the parent company of one of the Company's
clearing firms, at One New York Plaza in lower Manhattan. The Company's
Page 11 of 27 Pages
NOTE 4 - ATTACKS ON WORLD TRADE CENTER (Continued):
- --------------------------------------------------
insurance provides coverage for replacement cost of destroyed property and
losses from interruption of business operations, including profit recovery and
extra expenses incurred to restore operations and minimize the period and total
cost of disruption of operations. The Company's property casualty insurance,
underwritten by Kemper Insurance Companies ("Kemper"), has an aggregate limit of
approximately $14 million. The Company's business interruption and extra expense
insurance, also underwritten by Kemper, has an aggregate limit of approximately
$21 million.
During the six months ended June 30, 2002, the Company made a charitable
contribution to the Euro Brokers Relief Fund, Inc. of $1,219,233, an amount
equal to all the revenue generated by the New York, Stamford, Mexico, London and
Switzerland offices of the Company on its March 11, 2002 charity day. All
participating brokerage employees waived any entitlement to commissions from
such revenues. The Euro Brokers Relief Fund, Inc. is a 501(c)(3) tax-exempt
corporation (http://relief.ebi.com), established to provide charitable aid to
the families and other financial dependents of the Company's 61 employees and
staff members killed as a result of the September 11th attacks.
Costs related to World Trade Center attacks during the three and six month
periods ended June 30, 2002 of $46,668 and $518,042, respectively, represent the
net expenses incurred by the Company as a result of the September 11th attacks,
such as the use of outside professionals, hiring costs and benefits for the
families of deceased employees. The gross amount of these expenses for the three
and six month periods ended June 30, 2002 of $412,937 and $1,658,547,
respectively, has been reduced by $366,269 and $1,140,505, respectively,
representing the portion of these expenses that is considered probable of
recovery under the extra expense portion of the insurance coverage.
Through June 30, 2002, the Company has received cash advances from Kemper under
the insurance policies totaling $15 million. Included in accounts payable and
accrued liabilities at June 30, 2002 is the portion of these advances,
approximately $6.2 million, that has not yet been recognized as recoverable for
destroyed fixed assets or business interruption (profit recovery and extra
expense). In future periods, as claims under the policies are processed and
settled and additional expenses related to the September 11th attacks are
incurred, the Company expects to record additional portions of these advances
either as gains related to asset replacements, as lost profit recoveries or as
offsets to such extra expenses.
NOTE 5 - TOKYO BASED VENTURE:
- ----------------------------
Since 1994 the Company has held an interest in a Tokyo-based derivatives
brokering venture (the "Tokyo Venture") structured under Japanese law as a
Tokumei Kumiai ("TK"). A TK is a contractual arrangement in which an investor
invests in a business of a TK operator by making a capital contribution to the
TK operator and, in return, becomes entitled to a specified percentage of the
profits of the business while also becoming obligated to fund a specified
percentage of the losses of the business. During the three and six month periods
ended June 30, 2001, the Company had a 40% interest in the Tokyo Venture, with
30% interests each held by Yagi Euro Nittan Corporation ("Yagi Euro", the
operator) and Nittan Capital Group Limited ("Nittan").
Page 12 of 27 Pages
NOTE 5 - TOKYO BASED VENTURE (Continued):
- ----------------------------------------
Effective June 30, 2001, this venture was disbanded and a new, substantially
similar TK venture with Nittan was formed, in which the Company now has a 57.25%
interest and Nittan (the operator) a 42.75% interest. The interests held by the
Company and Nittan in the new venture are proportional to the direct interest
each held in the original venture, once Yagi Euro's 30% interest was excluded.
Although the operations of the Tokyo Venture have always been run and managed by
persons appointed by the Company, it does not operate in a legal entity
separately distinguishable from the TK operator, and accordingly, the Company
accounts for its share of the results of operations of the Tokyo Venture in
other income as non-equity income (loss) from contractual arrangement.
Summarized operating results of the Tokyo Venture for the three and six month
periods respectively ended June 30, 2002 and June 30, 2001, along with the
Company's share of those results, are presented below:
Three Months Ended Six Months Ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------- ------------- ------------- -------------
Revenues $ 2,551,283 $ 3,317,863 $ 5,355,307 $ 8,135,120
Expenses 3,236,336 4,057,201 6,359,453 8,831,174
------------- ------------- ------------- -------------
Loss (685,053) (739,338) (1,004,146) (696,054)
============= ============= ============= =============
Company's share ($ 392,193) ($ 295,735) ($ 574,874) ($ 278,422)
============= ============= ============= =============
NOTE 6 - NET CAPITAL REQUIREMENTS:
- ---------------------------------
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, 2002, MFI had
regulatory net capital approximating $21.3 million and a regulatory net capital
requirement of $250,000.
NOTE 7 - 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.
Page 13 of 27 Pages
NOTE 7 - SEGMENT REPORTING (Continued):
- --------------------------------------
Although all segments are engaged in the 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, 2002 and June 20, 2001 as defined by SFAS 131
consist of the United States, United Kingdom, Mexico and Japan. United States
amounts are principally derived from the Company's New York office, but include
all U.S. based operations. United Kingdom amounts include the London branch of
MFI and the consolidated balances of Euro Brokers Finacor Limited ("EBFL"), the
Company's combined venture with Monecor (London) Limited ("Monecor"), with net
income amounts net of Monecor's minority interest. Mexico amounts are derived
from the Company's Mexico office. Japan amounts primarily reflect the non-equity
earnings (loss) from contractual arrangement (Tokyo Venture). See Note 5 for
additional disclosure of the revenues and expenses of the Tokyo Venture. Other
geographic segments which did not meet the SFAS 131 materiality thresholds for
the year ended December 31, 2001 and which are not expected to meet these
thresholds for the year ended December 31, 2002 have been included in "All
Other."
United
United States Kingdom Japan Mexico All Other Total
------------ ------------ ------------ ------------ ------------ ------------
Three months ended
June 30, 2002
Operating revenues $ 25,635,052 $ 11,399,698 $ $ 989,001 $ 266,104 $ 38,289,855
Net income (loss) 2,130,629 253,665 (417,391) 78,129 64,378 2,109,410
Assets 118,346,434 23,076,370 7,185,858 2,112,609 1,431,589 152,152,860
Three months ended
June 30, 2001
Operating revenues $ 27,298,308 $ 11,311,798 $ $ 994,591 $ 356,996 $ 39,961,693
Net income (loss) 2,618,916 242,801 (253,075) 74,542 35,735 2,718,919
Assets 74,887,150 23,452,124 7,677,975 1,705,125 1,026,634 108,749,008
Six months ended
June 30, 2002
Operating revenues $ 49,469,193 $ 23,370,255 $ $ 2,259,019 $ 502,172 $ 75,600,639
Net income (loss) 3,265,426 474,732 (611,390) 238,046 109,795 3,476,609
Six months ended
June 30, 2001
Operating revenues $ 52,727,182 $ 25,035,433 $ $ 1,723,660 $ 714,818 $ 80,201,093
Net income (loss) 4,276,092 969,487 (308,794) 34,299 92,117 5,063,201
Page 14 of 27 Pages
NOTE 7 - SEGMENT REPORTING (Continued):
- --------------------------------------
Included below are reconciliations of reportable assets to the Company's
consolidated totals as reported in the consolidated statements of financial
condition in this report and in the Company's Form 10-Q for the quarterly period
ended June 30, 2001 (with certain reclassifications).
As of June 30,
--------------
2002 2001
---- ----
Total for reportable segments $ 150,721,271 $ 107,722,374
Other assets 1,431,589 1,026,634
Elimination of intersegment receivables (11,811,303) (13,698,293)
Elimination of investments in other segments (14,549,715) (15,738,154)
------------- -------------
Consolidated total $ 125,791,842 $ 79,312,561
============= =============
NOTE 8 - LONDON BASED VENTURE:
- -----------------------------
In May 2002, the Company's London-based holding subsidiary, Euro Brokers
Holdings Limited ("EBHL"), received a judgment from the London High Court of
Justice enabling it to purchase Monecor's 50% shareholding in EBFL at a 30%
discount to the book value attributable to this shareholding as of December
2000. As of June 30, 2002, the amount recorded for Monecor's interest in EBFL
exceeded the Company's estimate of this purchase price by more than (pound)1
million ($1.5 million).
The Company sought this judgment under the terms of the EBFL shareholders
agreement as a result of Monecor's failure to provide certain requested funding
to EBFL in late 2000. If this judgment withstands Monecor's appeal, the Company
will record a one-time extraordinary gain provided the amount recorded for
Monecor's interest in EBFL continues to exceed the purchase price.
Page 15 of 27 Pages
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Three Months Ended June 30, 2002
Compared to Three Months Ended June 30, 2001
Commission income for the three months ended June 30, 2002 and the three months
ended June 30, 2001 were comparable at $37,722,296 and $38,074,902,
respectively. In New York, commission levels increased slightly, notwithstanding
the sub-optimal infrastructure of the Company's temporary facilities since the
September 11th terrorist attacks. The Company anticipates moving to permanent
New York office facilities at the beginning of 2003. The increase in New York
primarily reflects increased brokerage of U.S. Treasury and federal agency
repurchase agreements and federal agency bonds and brokerage derived from the
newly-started credit derivatives and leveraged finance departments, offset in
part by reduced brokerage in emerging market debt and the suspension or
discontinuation of certain operations after the September 11th terrorist
attacks. In London, commission levels were comparable reflecting the net effects
of brokerage derived from the newly-started credit derivatives department, the
currency effect of translating strengthened British pound sterling amounts to
U.S. dollars and reduced brokerage of emerging market debt.
Trading gains on securities transactions decreased $869,674 to $567,559 for the
three months ended June 30, 2002, compared to $1,437,233 for the three months
ended June 30, 2001, primarily due to decreases in trading gains on municipal
securities transactions and in gains generated in the Company's investment
account.
Interest income for the three months ended June 30, 2002 decreased $135,246 to
$399,450, compared to $534,696 for the three months ended June 30, 2001,
reflecting a decrease in the average inventory of municipal securities held and
a lower interest rate environment for the Company's deposits and cash and cash
equivalents.
Other income items for the three months ended June 30, 2002 resulted in a loss
of $184,302, as compared to income of $481,345 for the three months ended June
30, 2001. This change resulted primarily from a loss of $392,193 on the
Company's interest in the Tokyo Venture for the three months ended June 30,
2002, as compared to a loss of $295,735 for the three months ended June 30,
2001, and during the prior period only, a one-time gain of $390,000 on the sale
of the Company's 15% interest in Yagi Euro and income of $450,000 from the
licensing to Telerate, Inc. of financial information derived from the Company's
brokerage business. This licensing arrangement was effectively terminated during
the fourth quarter of 2001 as a result of the bankruptcy of Telerate. Offsetting
these decreases to other income was the receipt during the current period of
$186,000 as a partial settlement of the Company's insurance claim for the impact
of the September 11th attacks on London operations, as well as foreign exchange
gains during the current period as compared to foreign exchange losses during
the prior period.
Compensation and related costs for the three months ended June 30, 2002
decreased $1,557,131 to $25,625,477, compared to $27,182,608 for the three
months ended June 30, 2001, primarily as a result of a decrease in operating
Page 16 of 27 Pages
revenues (commission income, trading gains on securities transactions and
financial information licensing revenues) and continued cost reduction efforts
in London and New York, offset in part by the currency effect of translating
strengthened British pound sterling amounts to U.S. dollars. As a percentage of
operating revenues, compensation and related costs were comparable at 67% and
68% for the three months ended June 30, 2002 and the three months ended June 30,
2001, respectively.
Communication costs for the three months ended June 30, 2002 increased $212,910
to $2,755,744, compared to $2,542,834 for the three months ended June 30, 2001,
primarily reflecting the net effect of increased costs in London and decreased
costs in New York.
Travel and entertainment costs for the three months ended June 30, 2002
decreased $72,629 to $1,729,970, compared to $1,802,599 for the three months
ended June 30, 2001. As a percentage of operating revenues, travel and
entertainment costs were 4.5% for both the three months ended June 30, 2002 and
the three months ended June 30, 2001.
Occupancy costs represent expenses incurred in connection with 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, 2002,
these costs increased $366,042 to $1,052,511, compared to $686,469 for the three
months ended June 30, 2001, reflecting the net effect of the reversal in the
prior period of a $411,000 accrual for lease break costs associated with the
World Trade Center lease and reduced costs in the current period for office
space in New York resulting from the use of temporary facilities following the
September 11th attacks.
Clearing fees are fees for transaction settlements and credit enhancements,
which generally are charged by clearing institutions through which the Company
processes securities transactions. For the three months ended June 30, 2002,
these costs decreased $92,221 to $808,942, compared to $901,163 for the three
months ended June 30, 2001, primarily as a result of a reduction in the number
of cleared emerging market debt transactions.
Depreciation and amortization expense consists principally of depreciation of
communication and computer equipment and leased automobiles and amortization of
leasehold improvements, software, goodwill and other intangible assets. For the
three months ended June 30, 2002, depreciation and amortization decreased
$410,322 to $584,353, compared to $994,675 for the three months ended June 30,
2001, primarily as a result of the discontinuance of depreciation in New York on
assets destroyed in the September 11th attacks and the discontinuance of
amortization of intangible assets that were either fully amortized or
written-off in 2001.
Interest expense for the three months ended June 30, 2002 decreased $159,625 to
$49,635, compared to $209,260 for the comparable period in 2001, primarily as a
result of using more of the Company's increased cash and cash equivalents to
finance municipal securities positions, reducing the level of margin borrowings.
Page 17 of 27 Pages
During the three months ended June 30, 2002, the Company recorded net costs of
$46,668 as a result of the September 11th attacks on the World Trade Center,
reflecting gross costs incurred of $412,937 reduced by the portion of these
expenses, $366,269, that is considered probable of recovery under the extra
expense portion of the Company's insurance coverage. These costs include the use
of outside professionals and hiring costs.
General, administrative and other expenses include such expenses as corporate
insurance, office supplies and expenses, professional fees, food costs and dues
to various industry associations. For the three months ended June 30, 2002,
these expenses decreased $315,733 to $1,300,313, as compared to $1,616,046 for
the three months ended June 30, 2001, primarily as a result of decreases in
professional fees and other general, administrative and other expenses.
Provision for income taxes for the three months ended June 30, 2002 increased
$393,257 to $2,256,007, compared to $1,862,750 for the three months ended June
30, 2001 notwithstanding the slight decrease in pre-tax income, primarily due to
losses generated during the current period in certain jurisdictions where no
benefit was recordable and tax planning strategies applied in the prior period
on gains earned on the sale of the Company's interest in Yagi Euro and other
investments.
For the three months ended June 30, 2002, minority interest in consolidated
subsidiaries resulted in a reduction of the net income from such subsidiaries of
$185,973, as compared to a reduction of $4,721 during the three months ended
June 30, 2001. The increase in this amount primarily reflected the increased
profitability of EBFL, the Company's combined venture with Monecor in London.
Loss from equity affiliate during the three months ended June 30, 2001 of $6,132
represented the Company's share of the losses generated by its 15% equity
affiliate, Yagi Euro. The Company sold this investment during the second quarter
of 2001 to Yagi Tanshi Company, Limited, Yagi Euro's other shareholder.
Six Months Ended June 30, 2002
Compared to Six Months Ended June 30, 2001
Commission income for the six months ended June 30, 2002 decreased $1,554,194 to
$74,970,451, compared to $76,524,645 for the comparable period in 2001,
primarily from decreased brokerage in London. This decrease primarily reflected
the combined effect of the discontinuance of a department and reduced brokerage
of emerging market debt, offset in part by brokerage derived from the
newly-started credit derivatives department. In New York, commission levels
increased during the six months ended June 30, 2002 over the six months ended
June 30, 2001. The increase primarily reflected increased brokerage of U.S.
Treasury and federal agency repurchase agreements and federal agency bonds and
brokerage derived from the newly-started credit derivatives and leveraged
finance departments, offset in part by reduced brokerage in emerging market debt
and the suspension or discontinuation of certain operations after the September
11th terrorist attacks.
Page 18 of 27 Pages
Trading gains on securities transactions decreased $2,096,102 to $630,188 for
the six months ended June 30, 2002, compared to $2,726,290 for the six months
ended June 30, 2001, primarily due to a decrease in trading gains on municipal
securities transactions.
Interest income for the six months ended June 30, 2002 decreased $376,147 to
$800,605, compared to $1,176,752 for the six months ended June 30, 2001,
reflecting a decrease in the average inventory of municipal securities held and
a lower interest rate environment for the Company's deposits and cash and cash
equivalents.
Other income items for the six months ended June 30, 2002 resulted in a loss of
$378,028, as compared to income of $992,122 for the six months ended June 30,
2001. This change resulted primarily from a loss of $574,874 on the Company's
interest in the Tokyo Venture for the six months ended June 30, 2002, as
compared to a loss of $278,422 for the six months ended June 30, 2001, and
during the prior period only, a one-time gain of $390,000 on the sale of the
Company's 15% interest in Yagi Euro and income of $950,000 from the licensing to
Telerate, Inc. of financial information derived from the Company's brokerage
business. Offsetting these decreases to other income was the receipt during the
current period of $186,000 as a partial settlement of the Company's insurance
claim for the impact of the September 11th attacks on London operations, as well
as foreign exchange gains during the current period as compared to foreign
exchange losses during the prior period.
Compensation and related costs for the six months ended June 30, 2002 decreased
$3,608,314 to $50,759,649, compared to $54,367,963 for the six months ended June
30, 2001, primarily as a result of a decrease in operating revenues (commission
income, trading gains on securities transactions and financial information
licensing revenues), continued cost reduction efforts in London and New York and
the lack of compensation paid on the revenue generated on the Company's March
11th charity day (see further discussion of charity day below). As a percentage
of operating revenues, compensation and related costs were comparable at 67% and
68% for the six months ended June 30, 2002 and the six months ended June 30,
2001, respectively.
Communication costs for the six months ended June 30, 2002 increased $41,393 to
$5,355,161, compared to $5,313,768 for the six months ended June 30, 2001,
primarily reflecting the net effects of increased costs in London and decreased
costs in New York.
Travel and entertainment costs for the six months ended June 30, 2002 decreased
$123,169 to $3,327,333, compared to $3,450,502 for the six months ended June 30,
2001. As a percentage of operating revenues, travel and entertainment costs were
comparable, at 4.4% and 4.3%, for the six months ended June 30, 2002 and the six
months ended June 30, 2001, respectively.
Occupancy costs for the six months ended June 30, 2002 increased $254,530 to
$2,058,537, compared to $1,804,007 for the six months ended June 30, 2001,
reflecting the net effect of the reversal in the prior period of a $411,000
accrual for lease break costs associated with the World Trade Center lease and
reduced costs in the current period for office space in New York resulting from
the use of temporary facilities following the September 11th attacks.
Page 19 of 27 Pages
Clearing fees for the six months ended June 30, 2002 decreased $198,140 to
$1,558,924, compared to $1,757,064 for the six months ended June 30, 2001,
primarily as a result of a reduction in the number of cleared emerging market
debt transactions.
Depreciation and amortization expense for the six months ended June 30, 2002
decreased $936,220 to $1,109,853, compared to $2,046,073 for the six months
ended June 30, 2001, primarily as a result of the discontinuance of depreciation
in New York on assets destroyed in the September 11th attacks and the
discontinuance of amortization of intangible assets that were either fully
amortized or written-off in 2001.
Interest expense for the six months ended June 30, 2002 decreased $316,154 to
$101,288, compared to $417,442 for the comparable period in 2001, primarily as a
result of using more of the Company's increased cash and cash equivalents to
finance municipal securities positions, reducing the level of margin borrowings.
During the six months ended June 30, 2002, the Company recorded net costs of
$518,042 as a result of the September 11th attacks on the World Trade Center,
reflecting gross costs incurred of $1,658,547 reduced by the portion of these
expenses, $1,140,505, that is considered probable of recovery under the extra
expense portion of the Company's insurance coverage. These costs include the use
of outside professionals, hiring costs and benefits for the families of deceased
employees.
During the six months ended June 30, 2002, the Company made a charitable
contribution to the Euro Brokers Relief Fund, Inc. of $1,219,233, an amount
equal to all the revenue generated by the New York, Stamford, Mexico, London and
Switzerland offices of the Company on its March 11, 2002 charity day. All
participating brokerage employees waived any entitlement to commissions from
such revenues. The Euro Brokers Relief Fund, Inc. is a 501(c)(3) tax-exempt
corporation (http://relief.ebi.com), established to provide charitable aid to
the families and other financial dependents of the Company's 61 employees and
staff members killed as a result of the September 11th attacks.
General, administrative and other expenses for the six months ended June 30,
2002 decreased $769,424 to $2,434,795, as compared to $3,204,219 for the six
months ended June 30, 2001, primarily as a result of decreases in professional
fees and other general, administrative and other expenses.
Provision for income taxes were comparable for the six months ended June 30,
2002 and the six months ended June 30, 2001 at $3,699,575 and $3,708,063,
respectively, notwithstanding the decreased levels of pre-tax income, primarily
due to losses generated during the current period in certain jurisdictions where
no benefit was recordable and tax planning strategies applied in the prior
period on gains earned on the sale of the Company's interest in Yagi Euro and
other investments.
Page 20 of 27 Pages
For the six months ended June 30, 2002, minority interest in consolidated
subsidiaries resulted in a reduction of the net income from such subsidiaries of
$404,217, as compared to a reduction of $297,499 during the six months ended
June 30, 2001. The increase in this amount primarily reflected the increased
profitability of EBFL, the Company's combined venture with Monecor in London.
Income from equity affiliate during the six months ended June 30, 2001 of $9,992
represented the Company's share of the income realized by its 15% equity
affiliate, Yagi Euro. The Company sold this investment during the second quarter
of 2001 to Yagi Tanshi Company, Limited, Yagi Euro's other shareholder.
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 financed either from the
Company's cash resources or by margin borrowings from a broker-dealer that
clears these transactions on the Company's behalf on a fully-disclosed basis. At
June 30, 2002, as reflected on the Consolidated Statements of Financial
Condition, the Company had net assets relating to its municipal securities
business of approximately $4.2 million, reflecting securities owned of
approximately $22.8 million, financed by a payable to this clearing broker of
approximately $18.6 million.
MFI is a member of the GSCC for the purpose of clearing transactions in U.S.
Treasury and federal agency bonds and repurchase agreements collateralized by
such instruments. Pursuant to such membership, MFI is required to maintain
excess regulatory net capital of $10,000,000, including a 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.
At June 30, 2002, 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 $3.6 million at June 30, 2002) 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.
Page 21 of 27 Pages
The Company expects significant cash outlays during 2002 associated with the
build-out of a new permanent headquarters in New York, with preliminary
estimates suggesting costs in excess of $13 million. The Company anticipates
that its property casualty insurance coverage, which provides for replacement
costs for fixed assets destroyed in the September 11th attacks with a limit of
approximately $14 million, will provide sufficient liquidity for these costs. To
date the Company's insurer has provided cash advances, relating to both the
property casualty and business interruption policies, of $15 million.
As of June 30, 2002, the Company had authorization remaining for the repurchase
of up to 986,000 shares of its common stock under the share repurchase program
authorized by its Board of Directors in July 2001, which was expanded in the
immediate aftermath of the September 11th attacks to 1,200,000 shares. As has
been the case with prior repurchase program authorizations, purchases are to be
made from time to time as market and business conditions warrant, and
accordingly, there is no guarantee as to the timing or number of shares to be
repurchased. All purchases are anticipated to be funded using the Company's
existing cash resources, including available borrowings under the revolving
credit facility with GECC.
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 believes that all of its ongoing liquidity needs will
be met in timely fashion from its cash and cash equivalents and other resources.
Moreover, 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," "may," "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 and its business, 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 ability of the New York financial community, in
general, and the Company, specifically, to recover from the World Trade Center
terrorist attacks, the effects of any additional terrorist acts and governments'
military and other responses to them, the scope and timing of insurance
recoveries from the Company's business insurance carriers, the success of
technology development and deployment, the status of relationships with
employees, clients, business partners, vendors and clearing firms, possible
third-party litigations or other unanticipated contingencies, the actions of
Page 22 of 27 Pages
competitors and government regulatory changes. For a fuller description of these
and additional uncertainties, reference is made to the "September 11th Terrorist
Attacks," "Competition," "Regulation," "Cautionary Statements" and "Quantitative
and Qualitative Disclosures about Market Risk" sections of the Company's 2001
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, 2001 presented in the Company's 2001 Form 10-K.
Page 23 of 27 Pages
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On June 6, 2002, the Company held its annual meeting of stockholders (the
"Meeting"). At the Meeting, stockholders re-elected three directors - Gilbert D.
Scharf, Michael J. Scharf and Larry S. Kopp - as Class III directors of the
Company, to serve terms expiring at the Company's third succeeding annual
meeting of stockholders in 2005.
In addition, stockholders at the Meeting approved the Company's 2002 Stock
Option Plan and the Company's Key Executive Incentive Bonus Plan.
At the Meeting, stockholders were not asked to ratify the Company's selection of
auditors for fiscal year 2002 because the Company's Audit Committee, at the time
of mailing of the proxy materials for the Meeting, had not yet had an
opportunity to consider the matter. Subsequently, the Audit Committee met and
determined to continue to retain PricewaterhouseCoopers LLP as the Company's
independent accountants for the year ending December 31, 2002.
At the Meeting, 6,524,502 shares of the Company's common stock were represented
by proxy or ballot, comprising approximately 86.7% of the 7,528,524 shares of
common stock outstanding at the close of business on April 26, 2002, the record
date for the Meeting. Specific voting results for each of the three proposals
described above were as follows:
1. Election of Directors:
Gilbert D. Scharf
-----------------
For: 6,335,107
Withheld: 189,305
Michael J. Scharf
-----------------
For: 6,407,097
Withheld: 117,405
Larry S. Kopp
-------------
For: 6,416,897
Withheld: 107,605
Page 24 of 27 Pages
2. Approval of the Company's 2002 Stock Option Plan:
For: 2,588,296
Against: 967,183
Abstain: 38,968
Broker non-votes: 2,930,055
3. Approval of the Company's Key Executive Incentive
Bonus Plan:
For: 3,095,681
Against: 454,878
Abstain: 43,888
Broker non-votes: 2,930,055
Item 5. Other Information
As previously reported in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2002, the Company's London-based holdings
subsidiary, EBHL, received a favorable judgment in May 2002 from the London High
Court of Justice in its lawsuit against Monecor regarding their respective 50%
shareholdings in EBFL. The decision, subject to Monecor's right to appeal,
permits EBHL to purchase Monecor's 50% interest in EBFL at a 30% discount to its
net book value as of late December 2000. As of June 30, 2002, the amount
recorded for Monecor's interest in EBFL exceeded the Company's estimate of this
purchase price by more than (pound)1 million ($1.5 million).
Monecor subsequently has decided to appeal the judgment to the London Court of
Appeal, and a hearing date is currently scheduled for the first week of December
2002. Accordingly, a final decision may not be rendered on the appeal until
early 2003. Assuming the judgment is upheld on appeal, the Company would at that
time record an extraordinary gain reflecting the difference between the
then-recorded amount for Monecor's interest in EBFL and the discounted purchase
price.
Page 25 of 27 Pages
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description
- ----------- -----------
4.1 Warrant Agreement, dated as of April 19, 2002, between the
Company and certain employees (incorporated herein by
reference to Exhibit 4.1 to the Company's Current Report on
Form 8-K, dated April 18, 2002).
10.1+ Maxcor Financial Group Inc. 2002 Stock Option Plan
(incorporated herein by reference to Appendix A to the
Company's Proxy Statement on Schedule 14A, dated April 30,
2002, relating to its 2002 Annual Meeting of Stockholders)
10.2+ Maxcor Financial Group Inc. Key Executive Incentive Bonus Plan
(incorporated herein by reference to Appendix B to the
Company's Proxy Statement on Schedule 14A, dated April 30,
2002, relating to its 2002 Annual Meeting of Stockholders)
+ Connotes a compensatory plan or arrangement in which a director or
executive officer of the Company participates.
(b) Reports on Form 8-K
During the three months ended June 30, 2002, the Company filed two Current
Reports on Form 8-K, respectively dated April 18, 2002 and April 30, 2002. The
earlier filed Form 8-K reported on the formation by the Company's broker-dealer
subsidiary of a leveraged finance group to perform certain investment banking
and sales and trading services and the Company's issuance of (and, if certain
performance thresholds are met, promise to issue) common stock purchase warrants
to newly-hired employees of the group. The later filed Form 8-K filed a Letter
to Stockholders that was included as part of the Company's 2001 Annual Report.
Page 26 of 27 Pages
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 12, 2002
MAXCOR FINANCIAL GROUP INC.
(Registrant)
/s/ GILBERT D. SCHARF
--------------------------------------------
Gilbert D. Scharf, Chairman of the Board,
President and Chief Executive Officer
/s/ STEVEN R. VIGLIOTTI
--------------------------------------------
Steven R. Vigliotti, Chief Financial Officer
In connection with this report, each officer signing above has separately
furnished the Securities and Exchange Commission with the certification required
to be furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. ss. 1350).
Page 27 of 27 Pages