Back to GetFilings.com
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, 2003
Commission File Number 0-25056
-------
MAXCOR FINANCIAL GROUP INC.
---------------------------
(Exact name of registrant as specified in its charter)
Delaware 59-3262958
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Seaport Plaza - 19th Floor
New York, New York 10038
------------------------
(Address of principal executive office)
(646) 346-7000
--------------
(Registrant's telephone
number, including area code)
Indicate by check mark whether the 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 the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The number of shares of common stock, par value $.001 per share, of the
registrant outstanding as of July 31, 2003 was 6,702,110.
The Exhibit Index is on Page 30.
Page 1 of 33 Pages
MAXCOR FINANCIAL GROUP INC.
INDEX
-----
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited): 3
Consolidated Statements of Financial Condition 4
Consolidated Statements of Operations 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 17
Item 3. Quantitative and Qualitative Disclosures about Market Risk 26
Item 4. Controls and Procedures 26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 27
Item 4. Submission of Matters to a Vote of Security Holders 27
Item 6. Exhibits and Reports on Form 8-K 28
Signatures 29
Exhibit Index 30
Page 2 of 33 Pages
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------
JUNE 30, 2003
-------------
(Unaudited)
Page 3 of 33 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
(Unaudited)
June 30, December 31
ASSETS 2003 2002
- ------ ------------ ------------
Cash and cash equivalents $ 58,797,467 $ 52,781,616
Securities purchased under agreements to resell 259,312,500
Deposits with clearing organizations 6,318,233 6,318,529
Receivable from broker-dealers and customers 31,692,768 19,523,426
Securities failed-to-deliver 40,839,865
Securities held at clearing firms and trading contracts 26,932,387 29,526,028
Prepaid expenses and other assets 5,181,221 4,085,934
Deferred tax asset 497,213 364,419
Fixed assets 12,958,561 10,878,007
------------ ------------
Total assets $442,530,215 $123,477,959
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Short-term bank loan $ 5,511,000 $
Securities sold under agreements to repurchase 260,108,438
Payable to broker-dealers and customers 10,806,183 17,337,560
Securities sold, not yet purchased and trading contracts 2,422,222 144,153
Securities failed-to-receive 34,741,195
Accounts payable and accrued liabilities 33,843,824 24,168,384
Accrued compensation payable 30,347,832 26,875,249
Income taxes payable 1,966,564 543,897
Deferred taxes payable 502,865 566,003
Obligations under capitalized leases 773,778 842,399
Revolving credit facility 12,000,000
------------ ------------
393,023,901 70,477,645
------------ ------------
Minority interest in consolidated subsidiary 5,407,228
------------ ------------
Stockholders' equity:
Preferred stock, $.001 par value, 1,000,000 shares authorized;
none issued at June 30, 2003 and December 31, 2002
Common stock, $.001 par value, 30,000,000 shares authorized;
12,265,064 and 12,232,564 shares issued at June 30, 2003
and December 31, 2002, respectively 12,265 12,233
Additional paid-in capital 36,690,137 36,517,908
Treasury stock at cost; 5,593,704 and 4,977,404 shares of
common stock held at June 30, 2003 and December 31, 2002, respectively ( 15,945,268) ( 11,208,967)
Retained earnings 27,067,310 20,741,779
Accumulated other comprehensive income:
Foreign translation adjustments 1,681,870 1,530,133
------------ ------------
Total stockholders' equity 49,506,314 47,593,086
------------ ------------
Total liabilities and stockholders' equity $442,530,215 $123,477,959
============ ============
The accompanying notes are an integral part of these consolidated financial statements.
Page 4 of 33 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002
------------- ------------- ------------- -------------
Revenue:
Commission income $ 48,132,375 $ 36,704,535 $ 89,281,729 $ 73,155,644
Principal transactions 3,824,419 1,585,320 ( 257,332) 2,444,995
Interest income 675,099 399,450 1,314,816 800,605
Other ( 157,199) ( 184,302) ( 476,677) ( 378,028)
------------ ------------ ------------ ------------
52,474,694 38,505,003 89,862,536 76,023,216
------------ ------------ ------------ ------------
Costs and expenses:
Compensation and related costs 32,264,562 25,625,477 62,071,713 50,759,649
Communication costs 3,160,528 2,755,744 6,401,319 5,355,161
Travel and entertainment 2,357,077 1,729,970 4,268,974 3,327,333
Occupancy costs 1,411,805 1,052,511 2,520,326 2,058,537
Charity Day contributions 982,300 982,300 1,219,233
Clearing and execution fees 952,153 808,942 1,821,624 1,558,924
Depreciation and amortization 814,411 584,353 1,580,146 1,109,853
Interest expense 456,073 49,635 537,648 101,288
Costs related to World Trade Center attacks 46,668 518,042
General, administrative and other expenses 2,350,687 1,300,313 4,033,412 2,434,795
------------ ------------ ------------ ------------
44,749,596 33,953,613 84,217,462 68,442,815
------------ ------------ ------------ ------------
Income before provision for income taxes, minority
interest and extraordinary item 7,725,098 4,551,390 5,645,074 7,580,401
Provision for income taxes 3,181,024 2,256,007 2,101,105 3,699,575
------------ ------------ ------------ ------------
Income before minority interest and extraordinary item 4,544,074 2,295,383 3,543,969 3,880,826
Minority interest in income of consolidated subsidiary ( 185,973) ( 175,985) ( 404,217)
------------ ------------ ------------ ------------
Income before extraordinary item 4,544,074 2,109,410 3,367,984 3,476,609
Extraordinary gain on purchase of minority
interest 2,957,547
------------ ------------ ------------ ------------
Net income $ 4,544,074 $ 2,109,410 $ 6,325,531 $ 3,476,609
============ ============ ============ ============
Basic earnings per share:
Income before extraordinary item $ .66 $ .28 $ .48 $ .48
Extraordinary gain on purchase of minority
interest .42
------------ ------------ ------------ ------------
Net income $ .66 $ .28 $ .90 $ .48
============ ============ ============ ============
Diluted earnings per share:
Income before extraordinary item $ .56 $ .25 $ .42 $ .42
Extraordinary gain on purchase of minority
interest .36
------------ ------------ ------------ ------------
Net income $ .56 $ .25 $ .78 $ .42
============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial statements.
Page 5 of 33 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
----------------------------------------------------------
FOR THE PERIODS ENDED DECEMBER 31, 2002 AND JUNE 30, 2003
---------------------------------------------------------
(Unaudited)
Accumulated
Additional Other
Comprehensive Common Paid-in Treasury Retained Comprehensive
Income Stock Capital Stock Earnings Income Total
------------ ------------ ------------ ------------ ------------ ------------ ------------
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 the
year ended December 31, 2002 $ 12,546,624 12,546,624 12,546,624
Foreign translation
adjustment (inclusive of
income tax benefit
of $148,909) 158,983 158,983 158,983
------------
Comprehensive income $ 12,705,607
============
Exercise of common stock
purchase warrants 493 2,463,482 2,463,975
Exercise of stock options,
including tax benefit of
$ 53,749 127 323,160 ( 96,525) 226,762
Acquisition of treasury stock ( 2,120,161) ( 2,120,161)
------------ ------------ ----------- ------------ ------------ ------------
Balance at December 31, 2002 12,233 36,517,908 ( 11,208,967) 20,741,779 1,530,133 47,593,086
Comprehensive income
Net income for the
six months ended
June 30, 2003 $ 6,325,531 6,325,531 6,325,531
Foreign translation
adjustment (net of
income tax expense of
$ 35,873) 151,737 151,737 151,737
------------
Comprehensive income $ 6,477,268
============
Exercise of stock options,
including tax benefit of
$ 22,236 32 172,229 172,261
Acquisition of treasury stock ( 4,736,301) ( 4,736,301)
------------ ------------ ----------- ------------ ------------ ------------
Balance at June 30, 2003 $ 12,265 $ 36,690,137 ($15,945,268) $ 27,067,310 $ 1,681,870 $ 49,506,314
============ ============ =========== ============ ============ ============
The accompanying notes are an integral part of these consolidated financial statements.
Page 6 of 33 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
For the Six Months Ended
June 30, 2003 June 30, 2002
------------- -------------
Cash flows from operating activities:
Net income $ 6,325,531 $ 3,476,609
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,580,146 1,109,853
Provision for doubtful accounts ( 73,841) ( 25,028)
Gain on purchase of minority interest ( 2,957,547)
Minority interest in net earnings of consolidated
subsidiaries 175,985 404,217
Unreimbursed losses of contractual arrangements 829,462 574,874
Deferred income taxes ( 194,707) ( 85,616)
Change in assets and liabilities:
Increase in securities purchased under agreements to resell ( 259,312,500)
Decrease in deposits with clearing organizations 296 23,221
Increase in receivable from broker-dealers and customers ( 11,855,269) ( 3,694,148)
(Increase) decrease in securities failed-to-deliver ( 40,839,865) 175,773,815
Decrease (increase) in securities held at clearing
firms and trading contracts 2,594,631 ( 10,742,892)
(Increase) decrease in prepaid expenses and other assets ( 1,036,844) 473,299
Increase in short-term bank loan 5,511,000
Increase in securities sold under agreements to repurchase 260,108,438
(Decrease) increase in payable to broker-dealers and customers ( 6,531,377) 12,001,842
Increase in securities sold, not yet purchased and trading contracts 2,278,069
Increase (decrease) in securities failed-to-receive 34,741,195 ( 174,621,147)
Increase (decrease) in accounts payable and accrued liabilities 8,072,139 ( 1,388,321)
Increase in accrued compensation payable 3,101,896 1,433,368
Increase in income taxes payable 1,408,217 1,668,020
------------- -------------
Net cash provided by operating activities 3,925,055 6,381,966
------------- -------------
Cash flows from investing activities:
Purchase of fixed assets ( 8,190,393) ( 1,372,637)
Purchase of minority interest ( 2,613,156)
Proceeds from asset sales under sale-leaseback transactions 5,220,658
------------- -------------
Net cash used in investing activities ( 5,582,891) ( 1,372,637)
------------- -------------
The accompanying notes are an integral part of these consolidated financial statements.
Page 7 of 33 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited) (Continued)
For the Six Months Ended
June 30, 2003 June 30, 2002
------------- -------------
Cash flows from financing activities:
Proceeds from exercise of options 150,025 41,499
Proceeds from exercise of warrants 2,463,975
Repayment of notes payable ( 447,978)
Repayment of obligations under capitalized leases ( 89,610) ( 29,515)
Borrowings under revolving credit facility 12,000,000
Acquisition of treasury stock ( 4,736,301)
------------- -------------
Net cash provided by financing activities 7,324,114 2,027,981
------------- -------------
Effect of exchange rate changes on cash 349,573 451,003
------------- -------------
Net increase in cash and cash equivalents 6,015,851 7,488,313
Cash and cash equivalents at beginning of period 52,781,616 49,565,284
------------- -------------
Cash and cash equivalents at end of period $ 58,797,467 $ 57,053,597
============= =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 529,729 $ 76,286
Income taxes paid 933,487 1,279,214
Non-cash financing activities:
Income tax benefit on option exercises 22,236 17,771
Capital lease obligations incurred 211,449
The accompanying notes are an integral part of these consolidated financial statements.
Page 8 of 33 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 (CT), Switzerland and Mexico, as well as
correspondent relationships with other brokers throughout the world. Maxcor
Financial Inc. ("MFI"), a U.S. registered broker-dealer subsidiary, also
conducts institutional sales and trading brokerage operations in municipal
bonds, high-yield and distressed debt, equities and convertible securities.
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. Operating results for the interim periods ended June 30, 2003 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2003. 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, 2002 ("2002 Form
10-K").
Page 9 of 33 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, 2003 and June 30, 2002:
Three Months Ended Six Months Ended
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002
------------- ------------- ------------- -------------
Income before extraordinary item $ 4,544,074 $ 2,109,410 $ 3,367,984 $ 3,476,609
Extraordinary gain on purchase of
minority interest 2,957,547
------------- ------------- ------------- -------------
Net income 4,544,074 2,109,410 6,325,531 3,476,609
Weighted average common shares outstanding -
basic calculations 6,875,169 7,472,870 7,002,373 7,250,861
Dilutive effect of stock options and warrants 1,171,625 974,999 1,091,109 966,871
------------- ------------- ------------- -------------
Weighted average common shares outstanding -
diluted calculations 8,046,794 8,447,869 8,093,482 8,217,732
Basic earnings per share:
Income before extraordinary item $ .66 $ .28 $ .48 $ .48
Extraordinary gain on purchase of minority
interest .42
------------- ------------- ------------- -------------
Net income $ .66 $ .28 $ .90 $ .48
============= ============= ============= =============
Diluted earnings per share:
Income before extraordinary item $ .56 $ .25 $ .42 $ .42
Extraordinary gain on purchase of minority
interest .36
------------- ------------- ------------- -------------
Net income $ .56 $ .25 $ .78 $ .42
============= ============= ============= =============
For the three and six month periods respectively ended June 30, 2003 and June
30, 2002, there were no antidilutive common stock equivalents.
NOTE 3 - REPURCHASE AND REVERSE REPURCHASE AGREEMENTS:
- ------------------------------------------------------
Transactions involving the purchase of U.S. Treasury and federal agency
securities under agreements to resell (reverse repurchase agreements) and the
sale of U.S. Treasury and federal agency securities under agreements to
repurchase (repurchase agreements) are treated as collateralized financings and
recorded at contracted amounts. These amounts are presented on a
net-by-counterparty basis when the requirements of Financial Accounting
Standards Board (FASB) Interpretation No. 41 are satisfied. Income and expense
on these agreements are recognized as interest over the life of the transaction.
The company monitors the fair value of the securities purchased and sold under
these agreements daily and obtains additional collateral or returns excess
collateral when appropriate. Securities received as collateral for reverse
repurchase agreements are used to secure repurchase agreements. As of June 30,
2003, the fair value of securities received as collateral under reverse
repurchase agreements of $573.9 million was repledged under repurchase
agreements.
Page 10 of 33 Pages
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.
Common stock, options and warrants:
- ----------------------------------
At December 31, 2002, the Company had 7,255,160 shares of common stock
outstanding and held 4,977,404 shares in treasury.
In April 2003, the Board of Directors expanded by 700,000 shares the existing
share repurchase program authorized in July 2001 and initially expanded in
September 2001. During the six months ended June 30, 2003, the Company
repurchased 616,300 shares under this expanded program for $4,736,301. As of
June 30, 2003, the remaining authorization under this expanded program was
694,193 shares. In addition, during the six months ended June 30, 2003, the
Company issued 32,500 shares pursuant to options exercised under the Company's
1996 Stock Option Plan.
As a result of these activities, at June 30, 2003, the Company had 6,671,360
shares of common stock outstanding and held 5,593,704 shares in treasury.
The Company has elected to continue to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for
its option and warrant plans. Accordingly, the Company has not recognized any
compensation cost associated with these instruments since the market prices of
the underlying stock on the option and warrant grant dates were not greater than
the option exercise prices. As required by Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure-an Amendment of FASB Statement No. 123," the Company has disclosed
below its estimated pro forma net income and earnings per share if compensation
costs for awards issued under its option and warrant plans had been recognized
using the fair value method of Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation," with such fair value estimated
using the Black-Scholes option pricing model.
Three Months Ended Six Months Ended
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002
------------- ------------- ------------- -------------
Net income, as reported $ 4,544,074 $ 2,109,410 $ 6,325,531 $ 3,476,609
Deduct: Total stock-based compensation expense
determined under fair value based method for all
awards, net of related tax effects 187,038 194,688 357,143 315,491
------------- ------------- ------------- -------------
Pro forma net income $ 4,357,036 $ 1,914,722 $ 5,968,388 $ 3,161,118
============= ============= ============= =============
Page 11 of 33 Pages
NOTE 4 - STOCKHOLDERS' EQUITY (Continued):
- -----------------------------------------
Three Months Ended Six Months Ended
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002
------------- ------------- ------------- -------------
Earnings per share:
Basic, as reported $ .66 $ .28 $ .90 $ .48
Basic, pro forma $ .63 $ .26 $ .85 $ .44
Diluted, as reported $ .56 $ .25 $ .78 $ .42
Diluted, pro forma $ .54 $ .23 $ .74 $ .38
NOTE 5 - PROPERTY INSURANCE RECOVERY:
- ------------------------------------
The Company's property casualty insurance policy, underwritten by Kemper
Insurance Companies ("Kemper"), covers losses incurred for destroyed property as
a result of the terrorist attacks on the Company's World Trade Center
headquarters on September 11, 2001. This policy has an aggregate limit of
approximately $14 million. The Company has previously recorded receivables
against this policy of $2.5 million for the book value of property owned by the
Company destroyed in the attacks and termination costs associated with operating
leases of equipment destroyed in the attacks. Since claims under this policy are
based upon replacement cost of assets replaced, the proceeds thereof are
expected to exceed the aggregate amount of the net book value of the property
written off and lease termination costs. The anticipated gain will be recorded
as the claim is settled or otherwise resolved. Included in accounts payable and
accrued liabilities at June 30, 2003 is $9.5 million, representing the portion
of the $12 million of cash advances received from Kemper under this policy not
yet recognized.
NOTE 6 - PURCHASE OF MINORITY INTEREST:
- --------------------------------------
In February 2003, the Company recognized a pre-tax and post-tax extraordinary
gain of $2,957,547 on the purchase by Euro Brokers Holdings Limited ("EBHL") of
the minority shareholding held by Monecor (London) Limited ("Monecor") in Euro
Brokers Finacor Limited ("EBFL"), a U.K. subsidiary engaged in the brokering of
interest rate derivatives and deposits. This purchase resulted from a ruling by
the London Court of Appeals in February 2003 that dismissed Monecor's appeal of
the May 2002 judgment of the London High Court of Justice. That judgment
permitted EBHL to purchase Monecor's interest at a 30% discount to the book
value attributable to this shareholding as of December 2000. Monecor's direct
petition to the House of Lords for leave to appeal this ruling was subsequently
denied. EBHL obtained the May 2002 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. Upon completion of the purchase in
February 2003, EBFL was renamed as Euro Brokers Limited ("EBL"). The
extraordinary gain on the purchase equaled the excess of the amount recorded for
Monecor's interest in EBFL of $5,570,703 over the purchase price of $2,613,156.
Page 12 of 33 Pages
NOTE 7 - LOSS ON NTL WHEN-ISSUED EQUITY TRADES:
- ----------------------------------------------
Prior to the emergence from Chapter 11 bankruptcy by NTL Inc. ("NTL") in early
January 2003, MFI entered into various when-issued equity trades for the common
stock of NTL. The trades involved sales with notional values of $4.1 million and
purchases with notional values of $1.2 million.
On January 10, 2003, NTL emerged from bankruptcy under a plan of reorganization
providing for the issuance of one-fourth the number of shares previously
contemplated. MFI and other participants in the when-issued trading market
expected the settlement of these trades would be adjusted to reflect a
one-for-four reverse stock split. A number of buyers of NTL when-issued shares,
seizing upon a Nasdaq advisory issued on January 14, 2003 that Nasdaq would not
cancel the when-issued trades for NTL common stock, either have retained the
full, unadjusted number of shares delivered to them as a result of certain
automated settlement processes or are demanding compensation for the remaining
unadjusted number of shares not delivered to them if settlement was made on an
adjusted basis.
On January 16, 2003, MFI sought and obtained from the Bankruptcy Court handling
NTL's case a temporary order that required and caused many of its when-issued
trades to settle on an adjusted basis reflecting a one-for-four reverse stock
split. Because the relief was temporary and not all of the trades settled on
this basis, MFI has subsequently filed a suit in the Supreme Court of the State
of New York, naming all of its counterparties to its NTL when-issued trades,
that seeks a permanent and uniform adjusted settlement of these trades. Similar
proceedings, some seeking settlement on an adjusted basis, others on an
unadjusted basis, have been commenced by other parties to NTL when-issued trades
against their counterparties, including MFI, in both of these Courts, as well as
before NASD. In June 2003, the Bankruptcy Court abstained from further exercise
of its jurisdiction in the cases before it in favor of centralizing proceedings
in the New York State Supreme Court.
Included in principal transactions for the six months ended June 30, 2003 is a
loss of $5.1 million recorded for the settlement of the NTL when-issued trades.
This loss includes the estimated damages payable if the above proceedings
conclude that all of MFI's NTL when-issued trades, other than permanently
adjusted settlements by mutual agreement, should have settled on an unadjusted
basis. The loss amount is net of an $800,000 gain recorded during the three
months ended June 30, 2003 on NTL shares determined no longer to constitute a
hedge against such an outcome. This determination was based on a legal
assessment that the form of relief accompanying any judgment requiring
settlement of NTL when-issued trades on an unadjusted basis is more likely to be
monetary damages than delivery of additional shares.
The loss could be higher to the extent that the proceedings conclude that MFI as
a purchaser of NTL when-issued shares should have settled its transactions on an
adjusted basis, but, as seller of such shares, should have settled its
transactions on an unadjusted basis. The loss also could be higher if such
proceedings require the effect of unadjusted settlement be achieved through the
delivery of additional NTL shares at a time when their market value exceeds
MFI's recorded estimate of damages potentially payable. On the other hand, the
loss also could be lower in the reverse of such scenarios or to the extent that
MFI prevails in the proceedings above. In addition, general, administrative and
other expenses include legal fees incurred during the three and six months ended
June 30, 2003 related to this matter of $300,000 and $500,000, respectively.
Page 13 of 33 Pages
NOTE 8 - LOAN PAYABLE:
- ---------------------
In March 2003, Euro Brokers Inc. ("EBI"), a U.S. subsidiary, terminated its $5
million revolving credit facility with General Electric Capital Corporation
("GECC") and entered into an agreement with The Bank of New York ("BONY") for a
three-year revolving credit facility of up to $15 million. This facility is
secured by EBI's receivables and the stock issued by EBI to its direct parent
and has mandatory reductions to availability of $5 million on each of the
eighteenth and thirtieth months following the closing date. The credit agreement
contains certain covenants which require EBI separately, and the Company as a
whole, to maintain certain financial ratios and conditions. Borrowings under
this facility bear interest at a variable rate based upon two types of borrowing
options, (1) an Alternate Base Rate option which incurs interest at the Prime
Rate plus a margin or (2) a Eurodollar option which incurs interest at rates
quoted in the London interbank market plus a margin. Commitment fees of .35% per
annum are charged on the unused portion of this new facility. As of June 30,
2003, EBI had $12 million outstanding under this new facility.
NOTE 9 - COMMITMENTS:
- --------------------
In March 2003, EBI entered into various sale-leaseback transactions for
equipment and furniture under a master lease agreement with GECC. Since these
leases do not meet one or more of the criteria for capital lease treatment, they
are classified as operating leases and are not recorded on the Consolidated
Statements of Financial Condition. The future minimum rental commitments for
these leases as of June 30, 2003 including the amounts owed at the end of the
initial lease terms if the underlying assets are returned, are as follows:
Year
2003 $ 773,124
2004 1,546,932
2005 979,113
2006 1,009,185
-------------
$ 4,308,354
=============
NOTE 10 - 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. The Company has a 57.25% interest in
the Tokyo Venture, with Nittan Capital Group Limited ("Nittan"), the TK
operator, holding a 42.75% interest. 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 Nittan, 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.
Page 14 of 33 Pages
NOTE 10 - TOKYO BASED VENTURE (Continued):
- -----------------------------------------
Summarized operating results of the Tokyo Venture for the three and six month
periods respectively ended June 30, 2003 and June 30, 2002, along with the
Company's share of those results, are presented below:
Three Months Ended Six Months Ended
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002
------------- ------------- ------------- -------------
Revenues $ 1,657,338 $ 2,551,283 $ 3,323,797 $ 5,355,307
Expenses 2,181,555 3,236,336 4,772,639 6,359,453
------------- ------------- ------------- -------------
Loss ($ 524,217) ($ 685,053) ($ 1,448,842) ($ 1,004,146)
============= ============= ============= =============
Company's share ($ 300,114) ($ 392,193) ($ 829,462) ($ 574,874)
============= ============= ============= =============
NOTE 11 - NET CAPITAL REQUIREMENTS:
- ----------------------------------
MFI, as a U.S. broker-dealer, is subject to the Uniform Net Capital Rule (rule
15c3-1) of the Securities and Exchange Commission ("SEC"), 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
Division of the Fixed Income Clearing Corporation ("GSD-FICC"), requires it to
maintain minimum excess regulatory net capital of $10,000,000 and, as a result
of its recent upgrade in membership status at GSD-FICC in March 2003, combined
stockholder's equity and subordinated borrowing of $25,000,000. At June 30,
2003, MFI had regulatory net capital of $47.1 million, a regulatory net capital
requirement of $250,000 and combined stockholder's equity and subordinated
borrowing of $54.8 million. EBL is a Type D registered firm of the Financial
Services Authority ("FSA") in the U.K., required to maintain a financial
resources requirement equal to six weeks' average expenditures. At June 30,
2003, EBL had financial resources in accordance with FSA's rules of (pound)5.5
million ($9.1 million) and a financial resources requirement of (pound)2.4
million ($4.0 million).
NOTE 12 - 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, principal transactions, interest
financing and information sales revenue) and net income (loss) attributable to
its operating segments. The Company has defined its operating segments based
upon geographic location. Although all segments are engaged in the 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, 2003 and June 30, 2002 as defined by SFAS
131 consist of the United States, United Kingdom and Japan. United States
amounts are principally derived from the Company's New York office, but include
all U.S.-based operations, with operating revenues and net income for 2003
reflecting the net loss recorded
Page 15 of 33 Pages
NOTE 12 - SEGMENT REPORTING (Continued):
- ---------------------------------------
on NTL when-issued equity trades (see Note 7). United Kingdom amounts include
the results for EBL, with net income for the six months ended June 30, 2003
reflecting the extraordinary gain on the purchase of Monecor's minority interest
(see Note 6), and for periods prior to the purchase, net of such minority
interest. Japan amounts primarily reflect the non-equity earnings (loss) from
contractual arrangement (Tokyo Venture). See Note 10 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, 2002 and which are not expected to meet these thresholds for the
year ended December 31, 2003 have been included in "All Other."
United United
States Kingdom Japan All Other Total
------------ ------------ ------------ ------------ ------------
Three months ended
June 30, 2003
Operating revenues $ 31,753,830 $ 18,894,134 $ $ 1,433,829 $ 52,081,793
Net income (loss) 2,696,203 1,862,567 ( 268,623) 253,927 4,544,074
Assets 428,103,066 31,772,409 167,894 4,621,908 464,665,277
Three months ended
June 30, 2002
Operating revenues $ 25,635,052 $ 11,399,698 $ $ 1,255,105 $ 38,289,855
Net income (loss) 2,130,629 253,665 ( 417,391) 142,507 2,109,410
Assets 118,346,434 23,076,370 7,185,858 3,544,198 152,152,860
Six months ended
June 30, 2003
Operating revenues $ 50,907,345 $ 35,686,303 $ $ 2,680,747 $ 89,274,395
Net income (loss) 666,999 6,003,833 ( 813,935) 468,634 6,325,531
Six months ended
June 30, 2002
Operating revenues $ 49,469,193 $ 23,370,255 $ $ 2,761,191 $ 75,600,639
Net income (loss) 3,265,426 474,732 ( 611,390) 347,841 3,476,609
Included below are reconciliations of reportable segment 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, 2002.
As of June 30,
2003 2002
------------- -------------
Total for reportable segments $ 460,043,369 $ 148,608,662
Other assets 4,621,908 3,544,198
Elimination of intersegment receivables ( 7,585,347) ( 11,811,303)
Elimination of investments in other segments ( 14,549,715) ( 14,549,715)
------------- -------------
$ 442,530,215 $ 125,791,842
============= =============
Page 16 of 33 Pages
References in this report to "we," "us" and "our" mean Maxcor Financial Group
Inc. and its subsidiaries and other businesses, unless the context requires
otherwise.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The following is a discussion of certain of our significant accounting policies
(see Note 2 to the Consolidated Financial Statements for the fiscal year ended
December 31, 2002 in the 2002 Form 10-K) that we consider to be of particular
importance because they require difficult, complex or subjective judgments on
matters that are often inherently uncertain.
Securities and trading contracts are carried at fair values generally based on
quoted market prices. From time to time quoted market prices are not available
for certain municipal or other securities positions. For such securities, we,
with the assistance of independent pricing services, determine fair values by
analyzing securities with similar characteristics that have quoted market
prices. Consideration is given to the size of our individual positions relative
to the overall market activity in such positions when determining the impact our
sale would have on fair values. Since uncertainties may exist as to the
settlement of when-issued equity trades, we defer any gains resulting from
adjusting the costs of these trades to fair values until uncertainties relating
to settlement are resolved. The assumptions used in valuing our securities and
trading contracts may be incorrect and the actual value realized upon
disposition could be different from the current carrying value.
Included in accounts payable and accrued liabilities are reserves for certain
contingencies to which we may have exposure, such as the employer portion of
National Insurance Contributions in the U.K., claims on securities settlement
disputes and reserves for certain income tax contingencies. The determination of
the amounts of these reserves requires significant judgment on our part. We
consider many factors in determining the amount of these reserves, such as legal
precedent and case law and historic experience. The assumptions used in
determining the estimates of reserves may be incorrect and the actual costs of
resolution of these items could be greater or less than the reserve amount.
THREE MONTHS ENDED JUNE 30, 2003
COMPARED TO THREE MONTHS ENDED JUNE 30, 2002
Commission income represents revenues generated on brokerage transactions
conducted on an agency (including name give-up) or matched riskless principal
basis. For the three months ended June 30, 2003, these revenues increased
$11,427,840 to $48,132,375, compared to $36,704,535 for the comparable period in
2002, reflecting increases in New York and London. The increase in New York was
primarily attributable to increased commissions generated by the sales and
trading operations we started during 2002 (leveraged finance-high yield and
distressed debt, institutional equities and institutional convertibles),
commissions generated by our U.S. Treasury department (which commenced
Page 17 of 33 Pages
operations in the third quarter of 2002) and increased commissions generated by
our interest rate derivatives departments. In London, the increase was primarily
attributable to increased revenues from our interest rate derivative, emerging
market debt and credit derivative departments. The increase in London also
reflected the currency effects of translating strengthened British pound
sterling amounts to U.S. dollars.
Principal transactions represent the net gains or losses generated from
securities transactions involving the assumption of market risk for a period of
time, as well as the results of activities in our firm investment account. For
the three months ended June 30, 2003, these activities resulted in a gain of
$3,824,419, compared to a gain of $1,585,320 for the three months ended June 30,
2002. This change primarily reflected an increase in gains on high yield and
distressed debt transactions entered into by our leveraged finance group,
improved results in our firm investment account and an $800,000 gain applied as
a reduction to the $5.9 million loss previously recorded during the first
quarter of 2003 for the disputed settlement of NTL when-issued trades. The gain
was on NTL shares determined no longer to constitute a hedge (see Note 7 to the
Consolidated Financial Statements included in this report).
Interest income for the three months ended June 30, 2003 increased $275,649 to
$675,099, compared to $399,450 for the three months ended June 30, 2002,
primarily reflecting financing income earned on reverse repurchase agreements
entered into by our newly-started institutional finance department and an
increase in the average inventory of municipal securities held.
Other items for the three months ended June 30, 2003 resulted in a loss of
$157,199, as compared to a loss of $184,302 for the three months ended June 30,
2002. This change resulted primarily from the loss of $300,114 on our interest
in the Tokyo Venture for the three months ended June 30, 2003, as compared to a
loss of $392,193 for the three months ended June 30, 2002, and income of
$125,000 during the three months ended June 30, 2003 from the licensing of
financial information derived from our brokerage business. The impact of these
changes were partially offset by the receipt during the prior period of $186,000
as a partial settlement of our insurance claim for the impact of the September
11th attacks on London operations and a decrease in foreign exchange gains
during the three months ended June 30, 2003 as compared to the three months
ended June 30, 2002.
Compensation and related costs for the three months ended June 30, 2003
increased $6,639,085 to $32,264,562, compared to $25,625,477 for the three
months ended June 30, 2002, primarily as a result of the expansion of products
in New York, the overall increase in commission income (resulting in higher
commission-based payouts), and the currency effects of translating strengthened
British pound sterling amounts to U.S. dollars.
Communication costs for the three months ended June 30, 2003 increased $404,784
to $3,160,528, compared to $2,755,744 for the three months ended June 30, 2002,
primarily as a result of increased brokerage staff in connection with the
expansion of products in New York and the currency effects of translating
strengthened British pound sterling amounts to U.S. dollars, offset in part by a
reduction to communication accruals established in prior periods in London of
$250,000 that were no longer considered necessary.
Page 18 of 33 Pages
Travel and entertainment costs for the three months ended June 30, 2003
increased $627,107 to $2,357,077, compared to $1,729,970 for the three months
ended June 30, 2002, reflective in part of the expansion of products in New York
and the overall increase in commission income.
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, 2003,
these costs increased $359,294 to $1,411,805, compared to $1,052,511 for the
three months ended June 30, 2003, primarily due to increased costs for office
space associated with our new headquarters at One Seaport Plaza in lower
Manhattan and the lack of free rent amortization in London in the current period
as such benefit was amortized to the March 2003 lease-break option date.
Our 2003 Charity Day, held on May 12, 2003, resulted in a charitable
contribution of $982,300, an amount equal to all the revenue generated that day
by our New York, Stamford, Mexico, London and Switzerland offices. All
participating brokerage employees waived any entitlement to commissions from
such revenues. The proceeds raised are being contributed to The Euro Brokers
Relief Fund, Inc., a 501(c)(3) tax-exempt corporation (http://relief.ebi.com)
established to provide charitable aid to the families and other financial
dependents of our 61 employees and staff members killed as a result of the
September 11th attacks and to the firm's recently-established Maxcor Foundation,
which is designating three additional charitable recipients: Marine Corps-Law
Enforcement Foundation, Inc., Columbia University, College of Physicians &
Surgeons and The Great Ormond Street Hospital for Children in London. The
results of our 2002 Charity Day were not included in the 2002 second quarter, as
it was held on March 11, 2002.
Clearing and execution fees are fees paid to clearing organizations for
transaction settlements and credit enhancements and to other broker-dealers
(including ECNs) for providing access to various markets and exchanges for
executing transactions. For the three months ended June 30, 2003, these costs
increased $143,211 to $952,153, compared to $808,942 for the three months ended
June 30, 2002, primarily as a result of the clearing and execution costs
incurred by our institutional equities desk and other new departments.
Depreciation and amortization expense consists principally of depreciation of
communication and computer equipment and leased automobiles and amortization of
leasehold improvements and software. For the three months ended June 30, 2003,
depreciation and amortization increased $230,058 to $814,411, compared to
$584,353 for the three months ended June 30, 2002, primarily as a result of the
depreciation and amortization in New York of furniture and leasehold
improvements purchased for our new headquarters.
Interest expense for the three months ended June 30, 2003 increased $406,438 to
$456,073, compared to $49,635 for the comparable period in 2002, primarily as a
result of financing expense incurred on repurchase agreements entered into by
our newly-started institutional finance department and interest costs associated
with the new BONY revolving credit facility.
During the three months ended June 30, 2002, we recorded $46,668 of net costs 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,
Page 19 of 33 Pages
$366,269, that at the time was considered probable of recovery under the extra
expense portion of the insurance coverage. These costs included 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, equipment rental
costs, food costs and dues to various industry associations. For the three
months ended June 30, 2003, these expenses increased $1,050,374 to $2,350,687,
as compared to $1,300,313 for the three months ended June 30, 2002, primarily as
a result of professional fees of $300,000 incurred in connection with the NTL
when-issued trade disputes previously discussed, equipment rental costs of
$290,000 on operating leases entered into with GECC, an increase to the reserve
for the employer portion of National Insurance Contributions in the U.K. of
$465,000, increased costs for corporate insurance coverage and increases in
other general, administrative and other expenses. These increases were offset in
part by a rebate received in London for consumption taxes previously paid of
$160,000.
Provision for income taxes for the three months ended June 30, 2003 increased
$925,017 to $3,181,024, compared to $2,256,007 for the three months ended June
30, 2002 as a result of an increase in pre-tax income.
For the three months ended June 30, 2002, minority interest in consolidated
subsidiary resulted in a reduction of the net income from EBL (formerly EBFL) of
$185,973. The lack of minority interest in the current period is the result of
EBHL's purchase of Monecor's minority interest in February 2003.
SIX MONTHS ENDED JUNE 30, 2003
COMPARED TO SIX MONTHS ENDED JUNE 30, 2002
For the six months ended June 30, 2003, commission income increased $16,126,085
to $89,281,729, compared to $73,155,644 for the comparable period in 2002,
reflecting increases in New York and London. The increase in New York was
primarily attributable to increased commissions generated by the sales and
trading operations we started during 2002 (leveraged finance-high yield and
distressed debt, institutional equities and institutional convertibles),
commissions generated by our U.S. Treasury department (which commenced
operations in the third quarter of 2002) and increased commissions generated by
our interest rate derivatives departments. These increases in New York were
offset in part by reduced commissions generated by our money market department.
In London, the increase was primarily attributable to increased revenues from
our interest rate derivative, emerging market debt and credit derivative
departments. The increase in London also reflected the currency effects of
translating strengthened British pound sterling amounts to U.S. dollars.
For the six months ended June 30, 2003, principal transactions resulted in a
loss of $257,332, compared to a gain of $2,444,995 for the six months ended June
30, 2002. This change primarily reflected a net loss of $5.1 million recorded by
MFI during 2003 on the disputed settlement of its NTL when-issued equity trades.
Page 20 of 33 Pages
As discussed in Note 7 to the Consolidated Financial Statements included in this
report, the recording of this $5.1 million net loss includes the estimated
damages payable if the NTL-related legal proceedings conclude that all of MFI's
NTL when-issued trades, other than permanently adjusted settlements by mutual
agreement, should have settled on an unadjusted basis. However, the final net
loss could be materially higher or lower based on the ultimate outcome of such
proceedings.
Partially offsetting this loss in principal transactions was an increase in
gains on other high yield and distressed debt transactions entered into by our
leveraged finance group and improved results in our firm investment account.
Interest income for the six months ended June 30, 2003 increased $514,211 to
$1,314,816, compared to $800,605 for the six months ended June 30, 2002,
primarily reflecting financing income earned on reverse repurchase agreements
entered into by our newly-started institutional finance department and an
increase in the average inventory of municipal securities held.
Other items for the six months ended June 30, 2003 resulted in a loss of
$476,677, as compared to a loss of $378,028 for the six months ended June 30,
2002. This change resulted primarily from the loss of $829,462 on our interest
in the Tokyo Venture for the six months ended June 30, 2003, as compared to a
loss of $574,874 for the six months ended June 30, 2002 and the receipt during
the prior period of $186,000 as a partial settlement of our insurance claim for
the impact of the September 11th attacks on London operations. The impact of
these changes were partially offset by income of $250,000 during the six months
ended June 30, 2003 from the licensing of financial information derived from our
brokerage business and an increase in foreign exchange gains during the six
months ended June 30, 2003 as compared to the six months ended June 30, 2002.
Compensation and related costs for the six months ended June 30, 2003 increased
$11,312,064 to $62,071,713, compared to $50,759,649 for the six months ended
June 30, 2002, primarily as a result of the expansion of products in New York,
the overall increase in commission income (resulting in higher commission-based
payouts) and the currency effects of translating strengthened British pound
sterling amounts to U.S. dollars.
Communication costs for the six months ended June 30, 2003 increased $1,046,158
to $6,401,319, compared to $5,355,161 for the six months ended June 30, 2002,
primarily as a result of increased brokerage staff in connection with the
expansion of products in New York and the currency effects of translating
strengthened British pound sterling amounts to U.S. dollars, offset in part by a
reduction to communication accruals established in prior periods in London of
$250,000 that were no longer considered necessary.
Travel and entertainment costs for six months ended June 30, 2003 increased
$941,641 to $4,268,974, compared to $3,327,333 for the six months ended June 30,
2002, reflective in part of the expansion of products in New York and the
overall increase in commission income.
Page 21 of 33 Pages
Occupancy costs for the six months ended June 30, 2003 increased $461,789 to
$2,520,326, compared to $2,058,537 for the six months ended June 30, 2002,
primarily due to increased costs for office space associated with our new
headquarters at One Seaport Plaza in lower Manhattan and the expiration of free
rent amortization in London during 2003 as such benefit was amortized to the
March 2003 lease-break option date.
All the revenue generated on our Charity Days by our New York, Stamford, Mexico,
London and Switzerland offices are donated to designated charities. All
participating brokerage employees waive any entitlement to commissions from such
revenues. The proceeds of $982,300 raised on our May 12, 2003 Charity Day are
designated for The Euro Brokers Relief Fund, Inc. and the firm's
recently-established Maxcor Foundation, which is designating three recipients:
Marine Corps-Law Enforcement Foundation, Inc., Columbia University, College of
Physicians & Surgeons and The Great Ormond Street Hospital for Children in
London. Our March 11, 2002 Charity Day resulted in a contribution of $1,219,233
entirely to The Euro Brokers Relief Fund, Inc.
Clearing and execution fees for the six months ended June 30, 2003 increased
$262,700 to $1,821,624, compared to $1,558,924 for the six months ended June 30,
2002, primarily as a result of the clearing and execution costs incurred by our
institutional equities desk and other new departments, offset by a reduction in
the number of cleared emerging market debt transactions.
For the six months ended June 30, 2003, depreciation and amortization increased
$470,293 to $1,580,146, compared to $1,109,853 for the six months ended June 30,
2002, primarily as a result of the depreciation and amortization in New York of
furniture and leasehold improvements purchased for our new headquarters.
Interest expense for the six months ended June 30, 2003 increased $436,360 to
$537,648, compared to $101,288 for the comparable period in 2002, primarily as a
result of financing expense incurred on repurchase agreements entered into by
our newly-started institutional finance department and interest costs associated
with the new BONY revolving credit facility.
During the six months ended June 30, 2002, we recorded $518,042 of net costs 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 at the time was considered probable of recovery under the extra
expense portion of the insurance coverage. These costs included the use of
outside professionals, hiring costs and benefits for the families of deceased
employees.
For the six months ended June 30, 2003, general, administrative and other
expenses increased $1,598,617 to $4,033,412, as compared to $2,434,795 for the
six months ended June 30, 2002, primarily as a result of professional fees of
$500,000 incurred in connection with the NTL when-issued equity trade disputes
previously discussed, equipment rental costs of $290,000 on operating leases
entered into with GECC, an increase to the reserve for the employer portion of
National Insurance Contributions in the U.K. of $465,000, increased costs for
corporate insurance coverage and increases in other general, administrative and
other expenses. These increases were offset in part by a rebate received in
London for consumption taxes previously paid of $160,000.
Page 22 of 33 Pages
Provision for income taxes for the six months ended June 30, 2003 decreased
$1,598,470 to $2,101,105, compared to $3,699,575 for the six months ended June
30, 2002, as a result of a decrease in pre-tax income.
For the six months ended June 30, 2003, minority interest in consolidated
subsidiaries resulted in a reduction of the net income from such subsidiaries of
$175,985, as compared to a reduction of $404,217 for the six months ended June
30, 2002. The decrease is the result of EBHL's purchase of the minority interest
in EBL (formerly EBFL) in February 2003 (see discussion of extraordinary gain
below).
During the six months ended June 30, 2003, we recorded an extraordinary gain of
$2,957,547 on the purchase by EBHL of the 50% shareholding held by Monecor in
EBFL. This purchase resulted from a ruling by the London Court of Appeals in
February 2003 that dismissed Monecor's appeal of the May 2002 judgment of the
London High Court of Justice. That judgment permitted EBHL to purchase Monecor's
interest at a 30% discount to the book value attributable to this shareholding
as of December 2000. Monecor's direct petition to the House of Lords for leave
to appeal this ruling was subsequently denied. EBHL obtained the May 2002
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.
This discounted purchase price resulted in an extraordinary gain of $2,957,547,
equal to the excess of the amount recorded for Monecor's interest in EBFL of
$5,570,703 over the purchase price of $2,613,156.
LIQUIDITY AND CAPITAL RESOURCES
A substantial portion of our 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.
At June 30, 2003, the Consolidated Statements of Financial Condition include
U.S. Treasury and federal agency securities purchased under agreements to resell
(reverse repurchase agreements) of $259.3 million and U.S. Treasury and federal
agency securities sold under agreements to repurchase (repurchase agreements) of
$260.1 million. These transactions are collateralized financings on which we
seek to earn an interest spread. The balances recorded on these transactions are
the contract amounts. We monitor the fair value of the securities purchased and
sold under these agreements daily and obtain additional collateral or return
excess collateral when appropriate.
At June 30, 2003, in connection with certain of our matched riskless principal
businesses that clear through MFI's membership in GSD-FICC (see discussion
below), we had securities failed-to-deliver approximating $40.8 million, offset
by securities failed-to-receive approximating $34.7 million and a short-term
bank loan approximating $5.5 million. These amounts arise in the ordinary course
of business from transactions that initially fail to compare at GSD-FICC on
trade date and generally are resolved shortly afterwards through corrected
instructions and/or proper receipt/delivery.
Page 23 of 33 Pages
Securities held at clearing firm and trading contracts reflect securities
positions taken in connection with sales and trading brokerage operations and in
our firm investment account. Positions are financed either from cash resources
or by margin borrowings (if available) from broker-dealers that clear these
transactions on our behalf on a fully-disclosed basis. At June 30, 2003, as
reflected on the Consolidated Statements of Financial Condition, we had net
assets relating to securities positions of approximately $16.3 million,
reflecting both securities owned of approximately $26.9 million, offset by
margin borrowings from a clearing broker of $10.8 million, and securities sold,
not yet purchased of $2.4 million, offset by a receivable from a clearing firm
of $2.6 million.
MFI is a member of the GSD-FICC for the purpose of clearing transactions in U.S.
Treasury and federal agency securities 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 minimum deposit of
$5,000,000 in U.S. Treasury securities, and minimum net worth (including
subordinated borrowings) of $25 million (reflecting an increase in March 2003 as
a result of upgrading MFI's GSD-FICC membership status). In addition, MFI's
clearing brokers require certain minimum collateral deposits. The aforementioned
deposits have been reflected as deposits with clearing organizations on the
Consolidated Statements of Financial Condition.
EBL is a Type D registered firm of the Financial Services Authority in the U.K.,
required to maintain a financial resources requirement generally equal to six
weeks' average expenditures ($4.0 million at June 30, 2003).
In March 2003, EBI terminated its $5 million revolving credit facility with GECC
and entered into an agreement with BONY for a three-year revolving credit
facility of up to $15 million. This facility is secured by EBI's receivables and
the stock issued by EBI to its direct parent and has mandatory reductions to
availability of $5 million on each of the eighteenth and thirtieth months
following the closing date. The credit agreement contains certain covenants
which require EBI separately, and our entire company as a whole, to maintain
certain financial ratios and conditions. Borrowings under this facility bear
interest at a variable rate based upon two types of borrowing options, (1) an
Alternate Base Rate option which incurs interest at the Prime Rate plus a margin
or (2) a Eurodollar option which incurs interest at rates quoted in the London
interbank market plus a margin. Commitment fees of .35% per annum are charged on
the unused portion of this new facility. As of June 30, 2003, EBI had $12
million outstanding under this new facility.
We expect to incur cash outlays approximating $1.5 million during the remainder
of 2003 in order to complete the build-out of our new permanent headquarters at
One Seaport Plaza in lower Manhattan. Our build-out costs to date have largely
been funded by proceeds from our property casualty policy with Kemper. This
policy covers replacement costs of assets destroyed in the September 11th
attacks and has a limit of approximately $14 million. Through June 30, 2003, we
had received advances under this policy of $12 million. We expect to receive an
additional approximately $1.5 million and resolve our claims under this policy
in the third quarter of 2003.
Page 24 of 33 Pages
As of June 30, 2003, we had authorization remaining for the repurchase of up to
694,193 shares of our common stock under our existing share repurchase program
authorized by our Board of Directors in July 2001. The program originally
authorized the repurchase of up to 709,082 shares (10% of the then-outstanding
shares), was initially expanded in the immediate aftermath of the September 11th
attacks to authorize the repurchase of up to 1,200,000 shares, and was further
expanded in April 2003 by an additional 700,000 shares, for a total of 1,900,000
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.
In July 2003, the Board of Directors declared our first quarterly dividend of
$.0625 per share, payable on September 12, 2003 to holders of record on August
29, 2003. In light of the new tax legislation pertaining to dividends and our
recent performance, we believe that the dividend, which on an annual basis is
anticipated to be $.25 per share, is a tax-efficient way to return value to our
shareholders while at the same time enabling us to retain sufficient earnings
for growth opportunities.
In the ordinary course of our businesses, we 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.
We believe that all of our ongoing liquidity needs will be met in timely fashion
from our cash and cash equivalents and other resources. Moreover, we have
historically met regulatory net capital and stockholders' equity requirements
and believe we 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 us 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, we have identified these forward-looking statements by
words such as "believes," "anticipates," "expects," "may," "intends" and similar
phrases. Such forward-looking statements, which describe our current beliefs
concerning future business conditions and the outlook for our company and
business, are subject to significant uncertainties, many of which are beyond our
control. Actual results or performance could differ materially from that which
we expect. Uncertainties include factors such as: market and economic
conditions, including the level of trading volumes in the instruments we broker
and interest rate volatilities; the effects of any additional terrorist acts or
acts of war and governments' military and other responses to them; the scope of
Page 25 of 33 Pages
our recoveries from insurers; the success of our technology development and
deployment; the status of our relationships with employees, clients, business
partners, vendors and clearing firms; possible third-party litigations or
regulatory actions against us or other unanticipated contingencies; the scope of
our trading gains and losses; the actions of our competitors; and government
regulatory changes. For a fuller description of these and additional
uncertainties, reference is made to the "Competition," "Regulation," "Cautionary
Statements," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the "Quantitative and Qualitative Disclosures about
Market Risk" sections of the 2002 Form 10-K. The forward-looking statements made
herein are only made as of the date of this report and we undertake no
obligation to publicly update such forward-looking statements to reflect new
information or subsequent events or circumstances.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As was the case with the terminated $5 million revolving credit facility with
GECC, borrowings under the new $15 million revolving credit facility with BONY
bear interest at a variable rate. We will continue to monitor the interest rate
environment to determine the necessity of a hedging strategy to guard against
increases in market interest rates.
Other than the item described above, our market risk analysis did not materially
change from the market risk analysis as of December 31, 2002 presented in the
2002 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Our management, including our Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of our disclosure controls and
procedures as of June 30, 2003. Our disclosure controls and procedures are
designed to provide reasonable assurance that the information required to be
disclosed in our periodic SEC reports has been appropriately recorded,
processed, summarized and reported. Based on that evaluation, our Chief
Executive Officer and our Chief Financial Officers have concluded that our
disclosure controls and procedures are effective at the reasonable assurance
level.
Our management, including our Chief Executive Officer and Chief Financial
Officer, has evaluated any changes in our internal control over financial
reporting that occurred during the quarterly period ended June 30, 2003, and has
concluded that there was no change during this quarterly period that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
Page 26 of 33 Pages
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 6 to the Consolidated Financial Statements (unaudited) included as a
part of this report for a discussion of the proceeding in the United Kingdom
that permitted our purchase of the minority interest held by Monecor (London)
Limited ("Monecor") in our London subsidiary formerly known as Euro Brokers
Finacor Limited. Although the purchase was implemented in February 2003, once
the London Court of Appeals both dismissed Monecor's appeal of the original May
2002 judgment of the London High Court of Justice and denied Monecor leave to
appeal to the House of Lords, Monecor subsequently petitioned the House of Lords
directly for leave to appeal. In July 2003, the House of Lords denied this
petition.
See Note 7 to the Consolidated Financial Statements (unaudited) included as a
part of this report for a discussion of pending proceedings in the Supreme Court
of the State of New York and before NASD involving the disputed settlement of
our NTL Inc. when-issued equity trades.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 5, 2003, we held our annual meeting of stockholders (the "Meeting"). At
the Meeting, our stockholders re-elected three directors - James W. Stevens,
Frederick B. Whittemore and Robin A. Clark - as Class I directors of the
Company, to serve terms expiring at our third succeeding annual meeting of
stockholders. The terms of office for our other six directors - Gilbert D.
Scharf, Michael J. Scharf, Larry S. Kopp, Keith E. Reihl, William B. Wigton and
Oscar M. Lewisohn - are still ongoing and were not subject to any vote at the
Meeting.
In addition, stockholders at the Meeting ratified the appointment of
PricewaterhouseCoopers LLP as our independent accountants for the year ending
December 31, 2003.
At the Meeting, 6,828,040 shares of our common stock were represented by proxy
or ballot, comprising approximately 97% of the 7,058,760 shares of common stock
outstanding at the close of business on April 25, 2003, the record date for the
Meeting. Specific voting results for each of the two proposals described above
were as follows:
1. Election of Directors:
James W. Stevens
- ----------------
For: 6,468,701
Withheld: 359,339
Frederick B. Whittemore
- -----------------------
For: 6,466,401
Withheld: 361,639
Robin A. Clark
- --------------
For: 6,296,220
Withheld: 531,820
Page 27 of 33 Pages
2. Ratification of Appointment of Independent Accountants:
For: 6,510,913
Against: 312,127
Abstain: 5,000
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
- ----------- -----------
31.1 Rule 13a-14(a) Certification of Principal Executive Officer
31.2 Rule 13a-14(a) Certification of Principal Financial Officer
32 18 U.S.C. Section 1350 Certifications of Principal Executive
and Financial Officers
(b) Reports on Form 8-K
During the three months ended June 30, 2003, we filed three current reports on
Form 8-K: respectively on April 24, 2003, April 30, 2003 and May 15, 2003. The
first filed report attached our press release announcing an increase by 700,000
shares in the repurchase authorization under our share repurchase program. The
second filed report attached the Letter to Stockholders that was included as
part of our 2002 Annual Report. The third filed report attached our press
release announcing our unaudited financial results for our fiscal first quarter
ended March 31, 2003, as well as furnished the certifications of our Principal
Executive and Financial Officers given pursuant to 18 U.S.C. Section 1350 in
connection with our Quarterly Report on Form 10-Q for such quarter.
Page 28 of 33 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 11, 2003
MAXCOR FINANCIAL GROUP INC.
(Registrant)
/s/ GILBERT D. SCHARF
---------------------------------------------
Gilbert D. Scharf, Chief Executive Officer
/s/ STEVEN R. VIGLIOTTI
---------------------------------------------
Steven R. Vigliotti, Chief Financial Officer
Page 29 of 33 Pages
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
31.1 Rule 13a-14(a) Certification of Principal Executive Officer 31
31.2 Rule 13a-14(a) Certification of Principal Financial Officer 32
32 18 U.S.C. Section 1350 Certifications of Principal Executive 33
and Financial Officers
Page 30 of 33 Pages