-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BDlV3E01r6J0uGHeeH55v+eZxyuMZKzWlZ9NR61NCDJHPRs6OknBbN/ZVIPp4tvb XCPNT+egx+QWzgatywquqA== 0001019056-03-000446.txt : 20030515 0001019056-03-000446.hdr.sgml : 20030515 20030515162623 ACCESSION NUMBER: 0001019056-03-000446 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030509 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXCOR FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000931707 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 593262958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25056 FILM NUMBER: 03704985 BUSINESS ADDRESS: STREET 1: ONE SEAPORT PLAZA STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 6463467000 MAIL ADDRESS: STREET 1: ONE SEAPORT PLAZA STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 FORMER COMPANY: FORMER CONFORMED NAME: FINANCIAL SERVICES ACQUISITION CORP /DE/ DATE OF NAME CHANGE: 19941020 8-K 1 maxcor_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- May 9, 2003 ------------------------------------------------ Date of Report (Date of Earliest Event Reported) MAXCOR FINANCIAL GROUP INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-25056 59-3262958 - ---------------------------- ------------------------ ---------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) One Seaport Plaza, 19th Floor New York, New York ---------------------------------------- (Address of Principal Executive Offices) 10038 ---------- (Zip Code) (646) 346-7000 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) The Exhibit Index is on Page 4 Page 1 of 8 Pages ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 99.1 Press Release, dated May 9, 2003. 99.2 Certification of the Chief Executive Officer and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350. ITEM 9. REGULATION FD DISCLOSURE (The following information is being provided under Items 9 and 12) On May 9, 2003, the Registrant issued a press release announcing the Registrant's unaudited earnings results for its fiscal first quarter ended March 31, 2003. The press release is furnished herewith and attached hereto as Exhibit 99.1. The furnishing of the press release as an exhibit to this Report is not to be deemed an admission that the release contains material information that has not already been publicly disclosed in the manner contemplated by Regulation FD Rule 101(e)(2). On May 15, 2003, the Registrant filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (the "Form 10-Q"). Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), the Form 10-Q was accompanied by, as additional correspondence, a certification of the Registrant's Chief Executive Officer, Gilbert D. Scharf, and its Chief Financial Officer, Steven R. Vigliotti. A copy of the certification is furnished herewith and attached hereto as Exhibit 99.2. Page 2 of 8 Pages SIGNATURE 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 hereunto duly authorized. MAXCOR FINANCIAL GROUP INC. By: /s/ ROGER SCHWED --------------------------------- Name: Roger Schwed Title: Executive Vice President and General Counsel Date: May 15, 2003 Page 3 of 8 Pages EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 99.1 Press Release, dated May 9, 2003 5 99.2 Certification of the Chief 8 Executive Officer and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350 Page 4 of 8 Pages EX-99.1 3 ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 ------------ ------------------ FOR IMMEDIATE RELEASE [GRAPHIC OMITTED] - --------------------- MAXCOR ------------------ MAXCOR FINANCIAL GROUP INC. REPORTS FIRST QUARTER 2003 ------------------------------------------------------ NET INCOME OF $1.8 MILLION, OR $.25 PER SHARE --------------------------------------------- Results include $3.0 million after-tax extraordinary gain from -------------------------------------------------------------- acquisition of 100% ownership of London operations -------------------------------------------------- $1.2 million net loss before extraordinary gain reflects recording of --------------------------------------------------------------------- $3.3 million after-tax loss from NTL when-issued trades ------------------------------------------------------- (New York - May 9, 2003) - Maxcor Financial Group Inc. (Nasdaq: MAXF) today announced after-tax net income of $1.8 million, or $.25 per share, for its first quarter ended March 31, 2003. By comparison, for the quarter ended March 31, 2002, Maxcor generated net income of $1.4 million, or $.17 per share Maxcor emphasized that Q1 results include a $3.0 million (or $.41 per share) after-tax extraordinary gain related to its previously-announced litigation victory in the United Kingdom. That suit enabled Maxcor to acquire 100% ownership of its London-based non-securities brokerage operations through the purchase at a discounted price of the minority interest previously held by its former partner. Maxcor incurred a net loss for Q1 2003 of $1.2 million, or $.16 per share, before this extraordinary item. Company management stressed, however, that this loss includes pre-tax losses of $5.9 million and legal costs of $200,000 (for a total, on an after-tax basis, of $3.3 million, or $.46 per share) relating to its broker-dealer subsidiary's when-issued trading contracts in the common stock of NTL Inc. As previously announced, the settlement terms for these contracts, and the time frame for their final resolution, remain uncertain and are the subject of multiple ongoing proceedings. The recorded Q1 loss, however, reflects the contingency that all such contracts will be required to settle on an unadjusted basis through the delivery and receipt of additional NTL shares. Maxcor cautioned that its final NTL-related losses could be materially higher or lower - depending upon the outcome of the various proceedings. A more detailed discussion of the NTL trades and their potential financial impact can be found in Maxcor's Form 10-Q for the quarterly period ended March 31, 2003, to be filed next week with the Securities and Exchange Commission (www.sec.gov). Maxcor also announced total revenues for Q1 2003 of $37.4 million, after the $5.9 million reduction to revenues from principal transactions for the NTL trades. This figure is essentially unchanged from total revenues of $37.5 million for the comparable period in 2002. Commission income revenues for Q1 2003, which excludes revenue from principal transaction gains and losses, increased to $41.1 million, as compared to $36.5 million for Q1 2002. As of March 31, 2003, Maxcor's book value per share was $6.77 per share, up 34% from $5.07 a year earlier. Page 5 of 8 Pages Maxcor also noted its receipt in April 2003 of an additional $4 million from Kemper Insurance Companies in connection with Maxcor's September 11th related property damage claims, bringing to $12 million the total amount of insurance proceeds paid to date under Maxcor's property casualty insurance policy. The property casualty policy has an aggregate limit of approximately $14 million. When the property claims are fully and finally settled or otherwise resolved, Maxcor said that it expects to record a significant one-time gain. The gain, on a pre-tax basis, will be equal to the amount by which the total proceeds from the property claims exceed the carrying value of property destroyed in the attacks (which was approximately $2.5 million). However, under GAAP, any such gain will be offset in earnings over time by the required expensing of the replacement assets purchased with the property insurance proceeds. Maxcor previously settled in Q4 2002 its September 11th related claims under its business interruption insurance policy with Kemper. Maxcor Financial Group Inc. (www.maxf.com), through its various Euro Brokers businesses, is a leading domestic and international inter-dealer brokerage firm specializing in interest rate and other derivatives, emerging market debt products, cash deposits and other money market instruments, U.S. Treasury and federal agency bonds and repurchase agreements, and other fixed income securities. Maxcor Financial Inc., the Company's U.S. registered broker-dealer subsidiary, also conducts institutional sales and trading operations in municipal bonds, high-yield and distressed debt, convertible securities and equities. The Company employs approximately 500 persons worldwide and maintains principal offices in New York, London and Tokyo. For further information, please contact: Michelle Jordan (media) 714-435-0678 (office) 949-632-7848 (cellular) Roger Schwed (Maxcor - New York) 646-346-7000 (office) - -------------------------------------------------------------------------------- This release contains certain "forward-looking" statements made pursuant to 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," "intends" and similar phrases. Such forward-looking statements, which describe our current beliefs concerning future business conditions and the outlook for the Company, are subject to significant uncertainties, many of which are beyond our control. Actual results or performance could differ materially from what 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 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. Reference is made to the "Cautionary Statements" section of our 2002 Annual Report on Form 10-K and to our subsequent filings with the Securities and Exchange Commission for a fuller description of these and additional uncertainties. The forward-looking statements made herein are only made as of the date of this press release, and we do not undertake any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. - -------------------------------------------------------------------------------- Page 6 of 8 Pages
MAXCOR FINANCIAL GROUP INC. Selected Financial Data - ------------------------------------------------------------------------------------------ For the Three For the Three Months Ended Months Ended March 31, March 31, 2003 2002 (unaudited) (unaudited) Commission income $ 41,149,353 $ 36,451,108 Principal transactions ($ 4,081,752)(1) $ 859,676 Interest income and other revenues $ 320,238 $ 207,429 ------------ ------------ Total revenues: $ 37,387,839 $ 37,518,213 Loss (income) before extraordinary item ($ 1,176,090)(2) $ 1,367,199(4) Extraordinary gain on purchase of minority interest $ 2,957,547 (3) Net income $ 1,781,457 $ 1,367,199 Basic (loss) earnings per share: (Loss) income before extraordinary item ($ 0.16) $ 0.19 Extraordinary gain on purchase of minority interest $ 0.41 Net income $ 0.25 $ 0.19 Diluted (loss) earnings per share: (Loss) income before extraordinary item ($ 0.16) $ 0.17 Extraordinary gain on purchase of minority interest $ 0.41 Net income $ 0.25 $ 0.17 Weighted average common shares outstanding: basic 7,130,991 7,026,385 Weighted average common shares outstanding: diluted 7,130,991 7,959,720 - ------------------------------------------------------------------------------------------
(1) Includes $5.9 million reduction to revenues recorded for the settlement of NTL when-issued equity trading contracts. Maxcor breaks out significant unusual, extraordinary or non-operating items from its results as reported under generally accepted accounting principles in order to provide a better picture of its earnings from operations. (2) Includes $3.3 million after-tax loss and costs related to NTL when-issued equity trading contracts, consisting of the $5.9 million loss recorded and described in footnote 1 above plus $200,000 in related legal costs incurred through quarter end. (3) Extraordinary gain relates to Maxcor's previously-announced litigation victory in the United Kingdom, which enabled it to acquire 100% ownership of a London subsidiary through the purchase at a discounted price of the minority interest previously held by its former partner. (4) Includes one-time expenses of $1.25 million incurred in connection with the September 11th terrorist attacks, reduced by the portion thereof, $775,000, expected at the time to be recovered from insurance. Page 7 of 8 Pages EX-99.2 4 ex99_2.txt EXHIBIT 99.2 Exhibit 99.2 ------------ CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Maxcor Financial Group Inc., a Delaware corporation (the "Company"), does hereby certify to the best of such officer's knowledge, that: 1. The Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (the "Form 10-Q") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 15, 2003 /s/ Gilbert D. Scharf ------------------------------ Gilbert D. Scharf Chief Executive Officer Dated: May 15, 2003 /s/ Steven R. Vigliotti ------------------------------ Steven R. Vigliotti Chief Financial Officer The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q. A signed original of this written statement required by section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----