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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 September 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 November 12, 2003 was 7,021,350.
The Exhibit Index is on Page 29.
Page 1 of 32 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 6. Exhibits and Reports on Form 8-K 27
Signatures 28
Exhibit Index 29
Page 2 of 32 Pages
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------
SEPTEMBER 30, 2003
------------------
(Unaudited)
Page 3 of 32 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
(Unaudited)
ASSETS September 30, 2003 December 31, 2002
- ------ ------------------ ------------------
Cash and cash equivalents $ 63,054,085 $ 52,781,616
Securities purchased under agreements to resell 455,261,625
Deposits with clearing organizations 6,738,882 6,318,529
Receivable from broker-dealers and customers 27,290,651 19,523,426
Securities failed-to-deliver 51,322,326
Securities held at clearing firms and trading contracts 38,023,726 29,526,028
Prepaid expenses and other assets 5,677,997 4,085,934
Deferred tax asset 488,472 364,419
Fixed assets 12,683,627 10,878,007
------------------ ------------------
Total assets $ 660,541,391 $ 123,477,959
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Securities sold under agreements to repurchase $ 458,459,000 $
Payable to broker-dealers and customers 33,775,615 17,337,560
Securities failed-to-receive 50,537,592
Securities sold, not yet purchased and trading contracts 144,153
Accounts payable and accrued liabilities 22,198,209 24,168,384
Accrued compensation payable 19,810,273 26,875,249
Income taxes payable 1,742,920 543,897
Deferred taxes payable 5,297,694 566,003
Obligations under capitalized leases 723,458 842,399
Revolving credit facility 10,000,000
------------------ ------------------
602,544,761 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 September 30, 2003 and December 31, 2002
Common stock, $.001 par value, 30,000,000 shares authorized;
12,664,314 and 12,232,564 shares issued at September 30,
2003 and December 31, 2002, respectively 12,664 12,233
Additional paid-in capital 37,934,686 36,517,908
Treasury stock at cost; 5,642,964 and 4,977,404 shares of
common stock held at September 30, 2003 and December 31,
2002, respectively ( 16,603,717) ( 11,208,967)
Retained earnings 35,076,782 20,741,779
Accumulated other comprehensive income:
Foreign translation adjustments 1,576,215 1,530,133
------------------ ------------------
Total stockholders' equity 57,996,630 47,593,086
------------------ ------------------
Total liabilities and stockholders' equity $ 660,541,391 $ 123,477,959
================== ==================
The accompanying notes are an integral part of these
consolidated financial statements.
Page 4 of 32 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(Unaudited)
For the Three Months Ended For the Nine Months Ended
------------------------------ ------------------------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Revenue:
Commission income $ 44,237,822 $ 38,502,990 $ 133,519,551 $ 111,658,633
Insurance recoveries 11,106,063 645,297 11,106,063 830,985
Interest income 2,247,976 532,767 3,562,792 1,333,372
Principal transactions 1,979,315 4,656,236 1,721,983 7,101,232
Other ( 333,984) 207,402 ( 810,661) ( 356,314)
------------- ------------- ------------- -------------
Gross revenue 59,237,192 44,544,692 149,099,728 120,567,908
Interest expense on securities indebtedness 1,701,742 43,318 2,006,891 89,265
------------- ------------- ------------- -------------
Net revenue 57,535,450 44,501,374 147,092,837 120,478,643
------------- ------------- ------------- -------------
Costs and expenses:
Compensation and related costs 31,705,605 29,081,451 93,777,318 79,841,100
Communication costs 3,357,682 3,028,810 9,536,265 8,169,949
Travel and entertainment 2,548,869 1,884,396 6,817,843 5,211,729
Occupancy and equipment rental 1,885,924 1,125,509 4,918,845 3,398,068
Clearing and execution fees 1,030,670 820,207 2,852,294 2,379,131
Depreciation and amortization 840,314 649,737 2,420,460 1,759,590
Other interest expense 67,892 49,936 300,391 105,277
Charity Day contributions 982,300 1,219,233
Costs related to World Trade Center attacks 358,300 876,342
General, administrative and other expenses 1,505,925 1,379,568 5,249,478 3,814,363
------------- ------------- ------------- -------------
42,942,881 38,377,914 126,855,194 106,774,782
------------- ------------- ------------- -------------
Income before provision for income taxes,
minority interest and extraordinary item 14,592,569 6,123,460 20,237,643 13,703,861
Provision for income taxes 6,144,263 2,507,685 8,245,368 6,207,260
------------- ------------- ------------- -------------
Income before minority interest and
extraordinary item 8,448,306 3,615,775 11,992,275 7,496,601
Minority interest in income of consolidated
subsidiary ( 505,574) ( 175,985) ( 909,791)
------------- ------------- ------------- -------------
Income before extraordinary item 8,448,306 3,110,201 11,816,290 6,586,810
Extraordinary gain on purchase of minority
interest 2,957,547
------------- ------------- ------------- -------------
Net income $ 8,448,306 $ 3,110,201 $ 14,773,837 $ 6,586,810
============= ============= ============= =============
Basic earnings per share:
Income before extraordinary item $ 1.23 $ .42 $ 1.70 $ .90
Extraordinary gain on purchase of minority
interest .42
------------- ------------- ------------- -------------
Net income $ 1.23 $ .42 $ 2.12 $ .90
============= ============= ============= =============
Diluted earnings per share:
Income before extraordinary item $ 1.04 $ .38 $ 1.45 $ .80
Extraordinary gain on purchase of minority
interest .36
------------- ------------- ------------- -------------
Net income $ 1.04 $ .38 $ 1.81 $ .80
============= ============= ============= =============
The accompanying notes are an integral part of these
consolidated financial statements.
Page 5 of 32 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
----------------------------------------------------------
FOR THE PERIODS ENDED DECEMBER 31, 2002 AND SEPTEMBER 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 nine
months ended
September 30, 2003 $ 14,773,837 14,773,837 14,773,837
Foreign translation
adjustment (inclusive
of income tax benefit
of $7,850) 46,082 46,082 46,082
------------
Comprehensive income $ 14,819,919
============
Exercise of stock options
including tax benefit
of $395,165 431 1,416,778 ( 658,449) 758,760
Acquisition of treasury
stock ( 4,736,301) ( 4,736,301)
Common stock dividends ( 438,834) ( 438,834)
------------ ------------ ------------ ------------ ------------ ------------
Balance at September 30,
2003 $ 12,664 $ 37,934,686 ( $16,603,717) $ 35,076,782 $ 1,576,215 $ 57,996,630
============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
Page 6 of 32 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
For the Nine Months Ended
------------------------------
September 30, September 30,
2003 2002
------------- -------------
Cash flows from operating activities:
Net income $ 14,773,837 $ 6,586,810
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 2,420,460 1,759,590
Provision for doubtful accounts ( 90,803) ( 3,170)
Gain on purchase of minority interest ( 2,957,547)
Minority interest in net earnings of consolidated
subsidiaries 175,985 909,791
Unreimbursed losses of equity affiliates and contractual
arrangements 688,056 356,770
Deferred income taxes 4,600,071 ( 163,946)
Change in assets and liabilities:
Increase in securities purchased under agreements to resell ( 455,261,625)
(Increase) decrease in deposits with clearing organizations ( 420,353) 11,001
Increase in receivable from broker-dealers and customers ( 7,421,677) ( 6,131,223)
(Increase) decrease in securities failed-to-deliver ( 51,322,326) 172,457,513
Increase in securities owned, held at clearing firm ( 8,495,202) ( 17,972,030)
Increase in prepaid expenses and other assets ( 1,507,943) ( 283,438)
Increase in securities sold under agreements to repurchase 458,459,000
Increase in payable to broker-dealer 16,438,055 12,971,763
(Decrease) increase in securities sold, not yet purchased ( 144,153) 2,349,821
Increase (decrease) in securities failed-to-receive 50,537,592 ( 171,149,392)
Decrease in accounts payable and accrued liabilities ( 3,518,027) ( 1,304,639)
Decrease in accrued compensation payable ( 7,359,782) ( 3,864,037)
Increase in income taxes payable 1,565,378 1,519,683
------------- -------------
Net cash provided by (used in) operating activities 11,158,996 ( 1,949,133)
------------- -------------
Cash flows from investing activities:
Purchase of fixed assets ( 8,757,387) ( 3,849,391)
Purchase of minority interest ( 2,613,156)
Proceeds from asset sales under sale-leaseback transactions 5,220,658
------------- -------------
Net cash used in investing activities ( 6,149,885) ( 3,849,391)
------------- -------------
The accompanying notes are an integral part of these consolidated
financial statements.
Page 7 of 32 Pages
MAXCOR FINANCIAL GROUP INC.
---------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited) (Continued)
For the Nine Months Ended
------------------------------
September 30, September 30,
2003 2002
------------- -------------
Cash flows from financing activities:
Proceeds from the exercise of options 363,595 107,462
Proceeds from the exercise of warrants 2,463,975
Repayment of notes payable ( 447,978)
Repayment of obligations under capitalized leases ( 141,754) ( 128,423)
Common stock dividends ( 438,834)
Borrowings under revolving credit facility 10,000,000
Acquisition of treasury stock ( 4,736,301) ( 1,178,194)
------------- -------------
Net cash provided by financing activities 5,046,706 816,842
------------- -------------
Effect of exchange rate changes on cash 216,652 814,039
------------- -------------
Net increase (decrease) in cash and cash equivalents 10,272,469 ( 4,167,643)
Cash and cash equivalents at beginning of period 52,781,616 49,565,284
------------- -------------
Cash and cash equivalents at end of period $ 63,054,085 $ 45,397,641
============= =============
Supplemental disclosures of cash flow information:
Interest paid $ 1,550,994 $ 139,639
Income taxes paid 2,783,115 3,985,992
Income tax benefit on option exercises 395,165 40,291
Non-cash financing activities:
Capital lease obligations incurred 730,837
Receipt of shares in treasury for exercise price of stock options 658,449
The accompanying notes are an integral part of these consolidated
financial statements.
Page 8 of 32 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, trading and research operations in various fixed
income and equity securities and institutional securities financing operations.
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 September 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 32 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 nine month
periods respectively ended September 30, 2003 and September 30, 2002:
Three Months Ended Nine Months Ended
--------------------------------------- ---------------------------------------
September 30, 2003 September 30, 2002 September 30, 2003 September 30, 2002
------------------ ------------------ ------------------ ------------------
Income before extraordinary item $ 8,448,306 $ 3,110,201 $ 11,816,290 $ 6,586,810
Extraordinary gain on purchase of minority
interest 2,957,547
------------------ ------------------ ------------------ ------------------
Net income 8,448,306 3,110,201 14,773,837 6,586,810
Weighted average common shares outstanding -
basic calculations 6,889,677 7,425,138 6,964,395 7,309,591
Dilutive effect of stock options and warrants 1,264,327 843,255 1,208,220 919,670
------------------ ------------------ ------------------ ------------------
Weighted average common shares outstanding -
diluted calculations 8,154,004 8,268,393 8,172,615 8,229,261
Basic earnings per share:
Income before extraordinary item $ 1.23 $ .42 $ 1.70 $ .90
Extraordinary gain on purchase of minority
interest .42
------------------ ------------------ ------------------ ------------------
Net income $ 1.23 $ .42 $ 2.12 $ .90
================== ================== ================== ==================
Diluted earnings per share:
Income before extraordinary item $ 1.04 $ .38 $ 1.45 $ .80
Extraordinary gain on purchase of minority
interest .36
------------------ ------------------ ------------------ ------------------
Net income $ 1.04 $ .38 $ 1.81 $ .80
================== ================== ================== ==================
Antidilutive common stock equivalents:
Options 260,000 445,000 260,000
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 September
30, 2003, the fair value of securities received as collateral under reverse
repurchase agreements of $1,328.2 million was repledged under repurchase
agreements.
Page 10 of 32 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 nine months ended September 30, 2003, the Company
repurchased 616,300 shares under this expanded program for $4,736,301. As of
September 30, 2003, the remaining authorization under this expanded program was
694,193 shares. In addition, during the nine months ended September 30, 2003,
the Company issued 431,750 shares pursuant to options exercised under the
Company's 1996 Stock Option Plan. In connection with certain exercises, the
Company received 49,260 shares into treasury as consideration for exercise
prices aggregating $658,449.
As a result of these activities, at September 30, 2003, the Company had
7,021,350 shares of common stock outstanding and held 5,642,964 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 Nine Months Ended
--------------------------------------- ---------------------------------------
September 30, 2003 September 30, 2002 September 30, 2003 September 30, 2002
------------------ ------------------ ------------------ ------------------
Net income, as reported $ 8,448,306 $ 3,110,201 $ 14,773,837 $ 6,586,810
Deduct: Total stock-based compensation expense
determined under fair value based method for
all awards, net of related tax effects 306,837 247,613 663,980 563,104
------------------ ------------------ ------------------ ------------------
Pro forma net income $ 8,141,469 $ 2,862,588 $ 14,109,857 $ 6,023,706
================== ================== ================== ==================
Page 11 of 32 Pages
NOTE 4 - STOCKHOLDERS' EQUITY (Continued):
- -----------------------------------------
Three Months Ended Nine Months Ended
---------------------------------------- ----------------------------------------
September 30, 2003 September 30, 2002 September 30, 2003 September 30, 2002
------------------ ------------------ ------------------ ------------------
Earnings per share:
Basic, as reported $ 1.23 $ .42 $ 2.12 $ .90
Basic, pro forma $ 1.18 $ .39 $ 2.03 $ .82
Diluted, as reported $ 1.04 $ .38 $ 1.81 $ .80
Diluted, pro forma $ 1.00 $ .35 $ 1.73 $ .73
Dividends:
- ----------
On September 12, 2003, the Company paid its first quarterly common stock
dividend of $.0625 per share to holders of record on August 29, 2003. Based upon
7,021,350 total shares outstanding on August 29, 2003, this payment totaled
$438,834.
In November 2003, the Board of Directors declared another quarterly common stock
dividend of $.0625 per share, payable on December 16, 2003 to holders of record
on November 28, 2003.
NOTE 5 - PROPERTY INSURANCE RECOVERY:
- ------------------------------------
During the three months ended September 30, 2003, the Company settled in full
its property insurance claim against Kemper Insurance Companies ("Kemper") for
losses incurred for destroyed property as a result of the September 11, 2001
terrorist attacks on the World Trade Center, where the Company's headquarters
were formerly located. As a result of this settlement, during the three and nine
months ended September 30, 2003, the Company recognized a net gain of
$11,106,063. This net gain reflected the gross insurance proceeds received of
$13,868,210, less $2,762,147, representing the aggregate of the net book value
of owned property destroyed in the attacks, termination costs associated with
operating leases of equipment destroyed in the attacks and claim-related
expenses.
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 32 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 September 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 nine months ended September 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 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
payment of damages at a level higher than MFI's recorded estimate of damages
potentially payable, or through the delivery of additional NTL shares at a time
when their market value exceeds such damages estimate. 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 nine months
ended September 30, 2003 related to this matter of $100,000 and $600,000,
respectively.
Page 13 of 32 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 September
30, 2003, EBI had $10 million outstanding under this new facility. In November
2003, this facility was amended to expand the permitted use of borrowings and to
establish a fixed availability of $10 million through maturity.
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 September 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 $ 386,561
2004 1,546,932
2005 979,113
2006 1,009,185
-----------
$ 3,921,791
===========
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 32 Pages
NOTE 10 - TOKYO BASED VENTURE (Continued):
- -----------------------------------------
Summarized operating results of the Tokyo Venture for the three and nine month
periods respectively ended September 30, 2003 and September 30, 2002, along with
the Company's share of those results, are presented below:
Three Months Ended Nine Months Ended
---------------------------------------- ----------------------------------------
September 30, 2003 September 30, 2002 September 30, 2003 September 30, 2002
------------------ ------------------ ------------------ ------------------
Revenues $ 842,539 $ 3,104,409 $ 4,166,336 $ 8,459,715
Expenses 1,520,167 3,042,535 6,292,804 9,401,988
------------------ ------------------ ------------------ ------------------
(Loss) income ($ 677,628) $ 61,874 ($ 2,126,468) ($ 942,273)
================== ================== ================== ==================
Company's share ($ 387,942) $ 35,423 ($ 1,217,403) ($ 539,451)
================== ================== ================== ==================
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 September 30,
2003, MFI had regulatory net capital of $46.3 million, a regulatory net capital
requirement of $250,000 and combined stockholder's equity and subordinated
borrowing of $55.2 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 September 30,
2003, EBL had financial resources in accordance with FSA's rules of (pound)3.9
million ($6.4 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 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 nine month periods
respectively ended September 30, 2003 and September 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
Page 15 of 32 Pages
NOTE 12 - SEGMENT REPORTING (Continued):
- ---------------------------------------
net loss recorded on NTL when-issued equity trades (see Note 7) and net income
for 2003 reflecting the gain recorded on property insurance settlement (see Note
5). United Kingdom amounts include the results for EBL, with net income for the
nine months ended September 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 States United Kingdom Japan All Other Total
-------------- -------------- -------------- -------------- --------------
Three months ended
September 30, 2003
Operating revenues $ 27,413,892 $ 17,039,422 $ $ 1,805,489 $ 46,258,803
Net income (loss) 7,992,825 553,665 ( 396,506) 298,322 8,448,306
Assets 651,363,173 27,212,654 175,521 5,698,397 684,449,745
Three months ended
September 30, 2002
Operating revenues $ 26,451,290 $ 15,798,544 $ $ 1,046,327 $ 43,296,161
Net income 1,903,205 1,133,661 1,796 71,539 3,110,201
Assets 119,791,712 25,246,106 214,182 3,118,882 148,370,882
Nine months ended
September 30, 2003
Operating revenues $ 78,321,235 $ 52,725,725 $ $ 4,486,236 $ 135,533,196
Net income (loss) 8,659,824 6,557,498 ( 1,210,441) 766,956 14,773,837
Nine months ended
September 30, 2002
Operating revenues $ 75,920,483 $ 39,168,799 $ $ 3,807,518 $ 118,896,800
Net income (loss) 5,168,631 1,608,393 ( 609,594) 419,380 6,586,810
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 September 30, 2002.
As of September 30,
------------------------------
2003 2002
------------- -------------
Total for reportable segments $ 678,751,348 $ 145,252,000
Other assets 5,698,397 3,118,882
Elimination of intersegment receivables ( 10,812,370) ( 4,658,879)
Elimination of investments in other segments ( 13,095,984) ( 13,095,984)
------------- -------------
$ 660,541,391 $ 130,616,019
============= =============
Page 16 of 32 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 September 30, 2003
Compared to Three Months Ended September 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 September 30, 2003, these revenues increased
$5,734,832 to $44,237,822, compared to $38,502,990 for the comparable period in
2002, reflecting increases in New York and London. The increase in New York was
attributable to increased commissions generated by the institutional sales,
trading and research operations we started during 2002 (leveraged finance-high
yield and distressed debt, institutional equities and convertible securities)
Page 17 of 32 Pages
and increased commissions generated by our inter-dealer brokerage operations. In
London, the increase was attributable to increased revenues from our
inter-dealer brokerage operations, commissions generated by our newly-started
sales, trading and research operations and the currency effects of translating
strengthened British pound sterling amounts to U.S. dollars.
During the three months ended September 30, 2003, we recognized a net gain of
$11,106,063 on the settlement of our property insurance claim against Kemper for
losses incurred for destroyed property as a result of the September 11, 2001
terrorist attacks on the World Trade Center, where the Company's headquarters
were formerly located. This net gain reflected the gross insurance proceeds
received of $13,868,210, less $2,762,147, representing the aggregate of the net
book value of owned property destroyed in the attacks, termination costs
associated with operating leases of equipment destroyed in the attacks and claim
related expenses. Insurance recoveries of $645,297 during the three months ended
September 30, 2002 represent the balance of the settlement of our insurance
claim for the impact of the September 11th attacks on London operations under
our U.K. business interruption and extra expense insurance policy with Norwich
Union.
Interest income for the three months ended September 30, 2003 increased
$1,715,209 to $2,247,976, compared to $532,767 for the three months ended
September 30, 2002, primarily reflecting financing income earned on reverse
repurchase agreements in connection with our newly-started institutional
securities financing operations and an increase in the average inventory of
securities held. This financing income, however, is in large part offset by
interest expense incurred on associated repurchase agreements. Accordingly, to
reflect more clearly the net impact of our securities financing operations,
which are designed to generate income from the net spread of such financing
income over interest expense, we have presented interest expense on securities
indebtedness on the Consolidated Statements of Operations as a reduction to
gross revenues.
Principal transactions represent the net gains or losses generated from
securities transactions involving the assumption of market risk for a period of
time. For the three months ended September 30, 2003, these activities resulted
in a gain of $1,979,315, compared to a gain of $4,656,236 for the three months
ended September 30, 2002. This change reflected a decrease from the significant
gains recognized in the prior period from our sales, trading and research
operations, partially offset by improved results in our firm investment account.
Other items for the three months ended September 30, 2003 resulted in a loss of
$333,984, as compared to a gain of $207,402 for the three months ended September
30, 2002. This change resulted primarily from the loss of $387,942 on our
interest in the Tokyo Venture for the three months ended September 30, 2003, as
compared to a gain of $35,423 for the three months ended September 30, 2002, an
increase in foreign exchange losses during the current period and a decrease in
income during the current period from the licensing of financial information
derived from our brokerage business. This licensing income decreased to $42,000,
as compared to $137,000, due to the expiration of a licensing agreement on July
31, 2003.
For the three months ended September 30, 2003, interest expense on securities
indebtedness increased $1,658,424 to $1,701,742, compared to $43,318 for the
three months ended September 30, 2002, primarily as a result of interest expense
incurred on repurchase agreements in connection with our newly-started
institutional securities financing operations discussed above. The other type of
interest expense included in this classification, interest incurred on margin
borrowings to finance securities positions, decreased slightly.
Page 18 of 32 Pages
Compensation and related costs for the three months ended September 30, 2003
increased $2,624,154 to $31,705,605, compared to $29,081,451 for the three
months ended September 30, 2002, primarily as a result of increased brokerage
staff in connection with 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 September 30, 2003 increased
$328,872 to $3,357,682, compared to $3,028,810 for the three months ended
September 30, 2002, primarily as a result of the expansion of products and
customers in New York and London and the currency effects of translating
strengthened British pound sterling amounts to U.S. dollars.
Travel and entertainment costs for the three months ended September 30, 2003
increased $664,473 to $2,548,869, compared to $1,884,396 for the three months
ended September 30, 2002, reflective in part of expansion efforts in New York
and London and the overall increase in commission income.
Occupancy and equipment rental represent expenses incurred in connection with
the Company's office premises, including base rent and related escalations,
maintenance, electricity and real estate taxes, as well as rental costs for
equipment under operating leases. For the three months ended September 30, 2003,
these costs increased $760,415 to $1,885,924, compared to $1,125,509 for the
three months ended September 30, 2002, primarily due to increased costs for
office space associated with our new headquarters at One Seaport Plaza in lower
Manhattan, increased costs for office space in London and rental costs on new
equipment in New York leased from GECC.
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 September 30, 2003, these
costs increased $210,463 to $1,030,670, compared to $820,207 for the three
months ended September 30, 2002, primarily as a result of the increase in
transaction volumes from our institutional equities desk and other areas started
in 2002.
Depreciation and amortization expense consists principally of depreciation of
communication and computer equipment and automobiles under capitalized leases
and amortization of leasehold improvements and software. For the three months
ended September 30, 2003, depreciation and amortization increased $190,577 to
$840,314, compared to $649,737 for the three months ended September 30, 2002,
primarily as a result of the depreciation and amortization in New York of
furniture and leasehold improvements purchased for our new headquarters.
Page 19 of 32 Pages
Other interest expense represents interest costs incurred on non-securities
related indebtedness, such as revolving credit facilities and capital lease
obligations. For the three months ended September 30, 2003, these costs
increased slightly to $67,892, compared to $49,936 for the three months ended
September 30, 2002, primarily as a result of increased costs associated with our
revolving credit facility, which was expanded with the change from GECC to BONY.
During the three months ended September 30, 2002, we recorded $358,300 of net
costs as a result of the September 11th attacks on the World Trade Center,
reflecting gross costs incurred of $922,055, reduced by the portion of these
expenses, $563,755, 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 lost sublet income on additional
space in London re-allocated for use by New York employees in the aftermath of
the attacks.
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 September 30, 2003,
these expenses increased $126,357 to $1,505,925, as compared to $1,379,568 for
the three months ended September 30, 2002, primarily as a result of professional
fees of $100,000 incurred in connection with the NTL when-issued trade disputes,
increased costs for corporate insurance coverage and increases in other general,
administrative and other expenses. These increases were offset in part by a
decrease in other professional fees.
Provision for income taxes for the three months ended September 30, 2003
increased $3,636,578 to $6,144,263, compared to $2,507,685 for the three months
ended September 30, 2002, as a result of an increase in pre-tax income, offset
in part by a reduction of $500,000 to income tax reserves as the result of the
favorable resolution to certain contingencies.
For the three months ended September 30, 2002, minority interest in consolidated
subsidiary resulted in a reduction of the net income from EBL (formerly EBFL) of
$505,574. The lack of minority interest in the current period is the result of
EBHL's purchase of Monecor's minority interest in February 2003.
Nine Months Ended September 30, 2003
Compared to Nine Months Ended September 30, 2002
For the nine months ended September 30, 2003, commission income increased
$21,860,918 to $133,519,551, compared to $111,658,633 for the comparable period
in 2002, reflecting increases in New York and London. The increase in New York
was attributable to increased commissions generated by the institutional sales,
trading and research operations we started during 2002 and increased commissions
generated by our inter-dealer brokerage operations. In London, the increase was
attributable to increased revenues from our inter-dealer brokerage operations,
commissions generated by our newly-started sales, trading and research
operations and the currency effects of translating strengthened British pound
sterling amounts to U.S. dollars.
Page 20 of 32 Pages
During the nine months ended September 30, 2003, we recognized a net gain of
$11,106,063 on the settlement of our property insurance claim against Kemper for
losses incurred for destroyed property as a result of the September 11, 2001
terrorist attacks on the World Trade Center, where the Company's headquarters
were formerly located. This net gain reflected the gross insurance proceeds
received of $13,868,210, less $2,762,147, representing the aggregate of the net
book value of owned property destroyed in the attacks, termination costs
associated with operating leases of equipment destroyed in the attacks and claim
related expenses. Insurance recoveries of $830,985 during the nine months ended
September 30, 2002 represent the settlement of our insurance claim for the
impact of the September 11th attacks on London operations under our U.K.
business interruption and extra expense insurance policy with Norwich Union.
Interest income for the nine months ended September 30, 2003 increased
$2,229,420 to $3,562,792, compared to $1,333,372 for the nine months ended
September 30, 2002, primarily reflecting financing income earned on reverse
repurchase agreements in connection with our newly-started institutional
securities financing operations and an increase in the average inventory of
securities held.
For the nine months ended September 30, 2003, principal transactions resulted in
a gain of $1,721,983, compared to a gain of $7,101,232 for the nine months ended
September 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. 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. This loss in principal transactions was partially offset by
improved results in our firm investment account.
Other items for the nine months ended September 30, 2003 resulted in a loss of
$810,661, as compared to a loss of $356,314 for the nine months ended September
30, 2002. This change resulted primarily from the loss of $1,217,403 on our
interest in the Tokyo Venture for the nine months ended September 30, 2003, as
compared to a loss of $539,451 for the nine months ended September 30, 2002,
offset in part by income of $292,000 during the current nine-month period from
the licensing of financial information derived from our brokerage business, as
compared to $137,000 during the prior nine-month period, and an increase in
foreign exchange gains during the current nine-month period.
For the nine months ended September 30, 2003, interest expense on securities
indebtedness increased $1,917,626 to $2,006,891, compared to $89,265 for the
nine months ended September 30, 2002, primarily as a result of interest expense
incurred on repurchase agreements in connection with our newly-started
institutional securities financing operations.
Compensation and related costs for the nine months ended September 30, 2003
increased $13,936,218 to $93,777,318, compared to $79,841,100 for the nine
months ended September 30, 2002, primarily as a result of increased brokerage
staff in connection with 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.
Page 21 of 32 Pages
Communication costs for the nine months ended September 30, 2003 increased
$1,366,316 to $9,536,265, compared to $8,169,949 for the nine months ended
September 30, 2002, primarily as a result of the expansion of products and
customers in New York and London 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 nine months ended September 30, 2003
increased $1,606,114 to $6,817,843, compared to $5,211,729 for the nine months
ended September 30, 2002, reflective in part of the expansion efforts in New
York and London and the overall increase in commission income.
Occupancy and equipment rental for the nine months ended September 30, 2003
increased $1,520,777 to $4,918,845, compared to $3,398,068 for the nine months
ended September 30, 2002, primarily due to increased costs for office space
associated with our new headquarters at One Seaport Plaza in lower Manhattan,
increased costs for office space in London and rental costs on new equipment in
New York leased from GECC.
Clearing and execution fees for the nine months ended September 30, 2003
increased $473,163 to $2,852,294, compared to $2,379,131 for the nine months
ended September 30, 2002, primarily as a result of the increase in transaction
volumes from our institutional equities desk and other areas commenced in 2002.
For the nine months ended September 30, 2003, depreciation and amortization
increased $660,870 to $2,420,460, compared to $1,759,590 for the nine months
ended September 30, 2002, primarily as a result of the depreciation and
amortization in New York of furniture and leasehold improvements purchased for
our new headquarters.
For the nine months ended September 30, 2003, other interest costs increased
$195,114 to $300,391, compared to $105,277 for the nine months ended September
30, 2002 primarily as a result of increased costs associated with our revolving
credit facility, which was expanded with the change from GECC to BONY.
All the revenues 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 were
designated for The Euro Brokers Relief Fund, Inc. and the firm's
recently-established Maxcor Foundation Inc., which in turn designated three
principal 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.
Page 22 of 32 Pages
During the nine months ended September 30, 2002, we recorded $876,342 of net
costs as a result of the September 11th attacks on the World Trade Center,
reflecting gross costs incurred of $2,580,602, reduced by the portion of these
expenses, $1,704,260, 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 lost sublet income on additional
space in London re-allocated for use by New York employees in the aftermath of
the attacks.
For the nine months ended September 30, 2003, general, administrative and other
expenses increased $1,435,115 to $5,249,478, as compared to $3,814,363 for the
nine months ended September 30, 2002, primarily as a result of professional fees
of $600,000 incurred in connection with the NTL when-issued equity trade
disputes previously discussed, 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 and
a decrease in other professional fees.
Provision for income taxes for the nine months ended September 30, 2003
increased $2,038,108 to $8,245,368, compared to $6,207,260 for the nine months
ended September 30, 2002, as a result of an increase in pre-tax income, offset
in part by a reduction of $500,000 to income tax reserves as the result of the
favorable resolution to certain contingencies.
For the nine months ended September 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 $909,791 for the nine months ended
September 30, 2002. The decrease is the result of EBHL's purchase of the
minority interest in EBL (formerly EBFL) in February 2003.
During the nine months ended September 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.
Page 23 of 32 Pages
At September 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 $455.3 million and U.S. Treasury
and federal agency securities sold under agreements to repurchase (repurchase
agreements) of $458.5 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.
In the ordinary course of settling our U.S. Treasury and federal agency
securities transactions (including repurchase and reverse repurchase agreements)
we have securities failed-to-deliver and failed-to-receive obligations. These
fails are generally resolved shortly afterwards through proper receipt/delivery.
At September 30, 2003 we had securities failed-to-deliver of $51.3 million,
offset by securities failed-to-receive of $50.5 million.
Securities held at clearing firms and trading contracts reflect securities
positions taken in connection with sales, trading and research 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 September 30, 2003, as
reflected on the Consolidated Statements of Financial Condition, we had net
assets relating to securities positions of $4.2 million, reflecting securities
owned of $38.0 million, offset by margin borrowings from a clearing broker of
$33.8 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, 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). To the extent MFI conducts transactions with
non-netting members of GSD-FICC, MFI may have to post additional clearing
deposits with GSD-FICC (which may be satisfied in part through the collection of
margin deposits from such non-netting members). 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 September 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
Page 24 of 32 Pages
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 September 30, 2003, EBI had $10
million outstanding under this new facility. In November 2003, this facility was
amended to expand the permitted use of borrowings and to establish a fixed
availability of $10 million through maturity.
As of September 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 November 2003, our Board of Directors declared a common stock cash dividend
of $.0625 per share for our fiscal third quarter. The dividend is payable on
December 16, 2003 to holders of record on November 28, 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
Page 25 of 32 Pages
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 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 revolving credit facility with GECC,
borrowings under the new 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 September 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 Officer 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 September 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 32 Pages
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
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 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 September 30, 2003, we filed three current reports
on Form 8-K: respectively on July 21, 2003, August 11, 2003 and August 19, 2003.
The first filed report attached our press release pre-announcing our anticipated
unaudited financial results for our fiscal second quarter ended June 30, 2003,
as well as the declaration by our Board of Directors of an initial quarterly
dividend on our common stock of $0.0625 per share. The second filed report
attached our press release confirming our earlier-announced anticipated
unaudited financial results for our fiscal second quarter ended June 30, 2003.
The third filed report attached our press release announcing that we would
recognize a significant one-time, pre-tax gain during our fiscal third quarter
in connection with our September 11th-related property insurance claim.
Page 27 of 32 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: November 14, 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 28 of 32 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 29 of 32 Pages