-----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, WafggV0cpF+Wm7HnO91e5TL9Riy+huRtDhfJI3fhmNC7VWVpOkKLR8RtE2ocQMvR 5H9W+yrQAwmcZ4tA8N81cA== 0001019056-04-000315.txt : 20040304 0001019056-04-000315.hdr.sgml : 20040304 20040304172645 ACCESSION NUMBER: 0001019056-04-000315 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040217 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040304 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: 04649625 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 ---------------- February 17, 2004 ------------------------------------------------ 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 10 Pages Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. 99.1 Press Release, dated February 17, 2004. 99.2 Press Release, dated March 3, 2004. Item 9. Regulation FD Disclosure On February 17, 2004, Maxcor Financial Group Inc. (the "Registrant") issued a press release announcing that its Board of Directors has declared a cash dividend of $.0625 per share of common stock for its fourth quarter ended December 31, 2003. The press release is furnished herewith and attached hereto as Exhibit 99.1. On March 3, 2004, the Registrant issued a press release announcing the Registrant's unaudited earnings results for the full year and fourth quarter ended December 31, 2003. The press release is furnished herewith and attached hereto as Exhibit 99.2. The furnishing of the press releases as exhibits to this Report is not to be deemed an admission that the releases contain material information that has not already been publicly disclosed in the manner contemplated by Regulation FD Rule 101(e)(2). Item 12. Results of Operations and Financial Condition. See the second paragrah in Item 9 above. Page 2 of 10 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/ STEVEN R. VIGLIOTTI ------------------------------------- Name: Steven R. Vigliotti Title: Chief Financial Officer Date: March 4, 2004 Page 3 of 10 Pages EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 99.1 Press Release, dated February 17, 2004 5 99.2 Press Release, dated March 3, 2004 6 Page 4 of 10 Pages EX-99.1 3 ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 ------------ [COMPANY LOGO OMITTED] MAXCOR FOR IMMEDIATE RELEASE - --------------------- MAXCOR FINANCIAL GROUP DECLARES QUARTERLY CASH DIVIDEND ------------------------------------------------------- $.0625 per common share to be paid on March 16, 2004 ---------------------------------------------------- to holders of record on February 27, 2004 ----------------------------------------- (New York - February 17, 2004) - Maxcor Financial Group Inc. (Nasdaq: MAXF) announced today that its Board of Directors has declared a cash dividend of $.0625 per share of common stock for its fourth quarter ended December 31, 2003. The dividend will be paid on March 16, 2004 to holders of record on February 27, 2004. The anticipated annual dividend rate of $.25 per share represents a 2.0% yield based on Friday's closing share price of $12.74. 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, trading and research operations in corporate bonds, municipal bonds, 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) Roger Schwed (Maxcor - New York) 714-435-0678 (office) 646-346-7000 (office) 949-632-7848 (cellular) Page 5 of 10 Pages EX-99.2 4 ex99_2.txt EXHIBIT 99.2 Exhibit 99.2 ------------ [COMPANY LOGO OMITTED] MAXCOR FOR IMMEDIATE RELEASE - --------------------- MAXCOR FINANCIAL GROUP INC. REPORTS INCREASED --------------------------------------------- 2003 TOTAL NET INCOME OF $16.3 MILLION, OR $1.98 PER SHARE ---------------------------------------------------------- Results reflect a 30% increase over 2002 total net income of ------------------------------------------------------------ $12.5 million, or $1.53 per share --------------------------------- 2003 total net revenues climb by 14% to $195 million ---------------------------------------------------- 2003 fourth quarter net income is $1.5 million, or $.19 per share ----------------------------------------------------------------- (New York - March 3, 2004) - Maxcor Financial Group Inc. (Nasdaq: MAXF) today announced its results for the full year and fourth quarter ended December 31, 2003. For the full year 2003, net income was up by 30%, to $16.3 million, or $1.98 per share, from net income of $12.5 million, or $1.53 per share, for all of 2002. Total net revenues for 2003 increased by 14%, growing to $195 million from $170 million in 2002. Maxcor noted that both 2003 and 2002 full year results included substantial one-time net after-tax benefits recognized in connection with September 11th-related insurance recoveries (net of September 11th-related expenses). For 2003, this net after-tax benefit was $6.0 million, or $.72 per share, principally recorded during Q3 2003. For 2002, this net after-tax benefit was $3.8 million, or $.46 per share, principally recorded during Q4 2002. Absent these September 11th-related effects (and the other non-operating items described below in the selected financial data tables), full year 2003 net income was $10.5 million, or $1.28 per share, achieved on revenues of $189 million, and full year 2002 net income was $8.8 million, or $1.07 per share, achieved on revenues of $159 million. For Q4 2003, Maxcor's net income was $1.5 million, or $.19 per share, achieved on net revenues of $48 million, and did not include any material non-operating items. By comparison, Q4 2002 net income was $6.0 million, or $.73 per share, achieved on net revenues of $50 million, and included $3.9 million, or $.48 per share, of net income (and $10 million of net revenues) attributable to 9/11 insurance recoveries (net of expenses). Absent the effects of such insurance recoveries, Q4 2002 net income was $2.0 million, or $.25 per share, achieved on net revenues of $40 million. "We are proud to have continued to be profitable - now for thirteen consecutive quarters - and grow revenues in what was a somewhat difficult fourth quarter environment," said Gil Scharf, Chairman and CEO of Maxcor. "The slight decrease in operating income for the quarter reflects reduced trading volumes in certain of our Euro Brokers inter-dealer brokerage businesses, as well as Page 6 of 10 Pages increased costs associated with hiring and retaining employees for some of our new and existing businesses amidst increasing competition for their services. The quarter also was impacted by increased losses suffered by our high yield and distressed debt sales and trading group, which has since been restructured and is now part of our overall institutional corporate bond effort." Added Scharf: "We have a top-notch new facility and modern infrastructure that we are leveraging through the addition of new businesses. This year we have already added a high-grade component to our institutional corporate bond presence. We continue actively to look for new employees - for both our Maxcor and Euro Brokers businesses - who have strong client skills and relationships and want to work in a dynamic, entrepreneurial firm. We think that this strategy, combined with our strong balance sheet, position us well for future continued profitability and long-term growth in shareholder value." As of December 31, 2003, Maxcor's book value per share was $8.41, a 28% increase from its book value of $6.56 at year-end 2002. Maxcor currently pays a $.0625 per share quarterly dividend. Maxcor also said that there were no new material developments in the lawsuit it commenced in New York State Supreme Court with respect to its when-issued trades in NTL Inc. shares. A decision on Maxcor's motion for summary judgment is still pending, the timing or outcome of which obviously cannot be predicted. For further information on current and prior period results, including audited financial statements for the year ended December 31, 2003, Maxcor is referring investors to its 2003 Annual Report on Form 10-K, which will be filed by March 30th with the Securities and Exchange Commission (www.sec.gov) and will also then be made available on Maxcor's web site (www.maxf.com). Maxcor Financial Group Inc., 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, trading and research operations in corporate bonds, municipal bonds, 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) Page 7 of 10 Pages
MAXCOR FINANCIAL GROUP INC. Selected Financial Data - ------------------------------------------------------------------------------------------- For the Year For the Year Ended Ended December 31, December 31, 2003 2002 ------------- ------------- (unaudited) (audited) Revenue: Commission income $ 176,497,549 $ 149,428,132 Insurance Recoveries $ 11,106,063 $ 11,098,135 Interest income $ 6,280,695 $ 2,147,274 Principal transactions $ 6,122,442 (1) $ 8,720,422 Other ($ 1,140,241) ($ 843,142) ------------- ------------- Gross revenue $ 198,866,508 $ 170,550,821 Interest expense on securities indebtedness $ 4,117,319 $ 147,865 ------------- ------------- Net revenue $ 194,749,189 $ 170,402,956 Net income $ 16,314,792 (2) $ 12,546,624 (5) Basic earnings per share $ 2.33 (3) $ 1.72 (6) Diluted earnings per share $ 1.98 (4) $ 1.53 (7) Weighted average common shares outstanding: basic 6,987,415 7,304,284 Weighted average common shares outstanding: diluted 8,228,599 8,210,638 - -------------------------------------------------------------------------------------------
(1) Includes a net loss of $5.1 million recorded for the disputed settlement of NTL when-issued equity trades. (2) Includes: (i) a $6.0 million after-tax benefit related to the $11.1 million in insurance recoveries recorded in 2003 revenues from the settlement of Maxcor's September 11th-related property insurance claim, (ii) a $3.1 million after-tax loss and costs related to the disputed settlement of NTL when-issued equity trades, consisting of the $5.1 million loss recorded and described in footnote 1 above plus $700,000 in related legal costs incurred through December 31, 2003, and (iii) an extraordinary gain of $3.0 million relating 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. Maxcor breaks out these types of items from its results as reported under generally accepted accounting principles in order to provide a better picture of its earnings from operations. (3) Includes the net positive earnings effect -- $0.82 per share - of the items described in footnote 2 above. (4) Includes the net positive earnings effect -- $0.70 per share - of the items described in footnote 2 above. (5) Includes non-operating items aggregating to a net after-tax benefit of $3.8 million, primarily reflecting the $11.1 million in insurance recoveries recorded in 2002 revenues from the settlements of the Company's New York and London business interruption claims related to lost revenues (net of saved expenses) associated with the September 11th attacks, reduced by net pre-tax costs of $3.2 million associated with the attacks. These expenses reflect gross costs of $7.0 million offset by the recording of an additional $3.8 million from the portion of the settlements covering the Company's extra expenses claims. (6) Includes the net positive earnings effect -- $0.52 per share - of the items described in footnote 5 above. (7) Includes the net positive earnings effect -- $0.46 per share - of the items described in footnote 5 above. Page 8 of 10 Pages
- -------------------------------------------------------------------------------------------- For the Quarter For the Quarter Ended Ended December 31, December 31, 2003 2002 ------------- ------------- (unaudited) (unaudited) Revenue: Commission income $ 42,977,998 $ 37,769,499 Insurance recoveries -- $ 10,267,150 Interest income $ 2,717,903 $ 813,902 Principal transactions $ 4,400,459 $ 1,619,190 Other ($ 329,580) ($ 486,828) ------------- ------------- Gross revenue $ 49,766,780 $ 49,982,913 Interest expense on securities indebtedness $ 2,110,428 $ 58,600 ------------- ------------- Net revenue $ 47,656,352 $ 49,924,313 Net income $ 1,540,955 $ 5,959,814 (8) Basic earnings per share $ 0.22 $ 0.82 (9) Diluted earnings per share $ 0.19 $ 0.73 (10) Weighted average common shares outstanding: basic 7,055,723 7,288,535 Weighted average common shares outstanding: diluted 8,214,608 8,159,599 - --------------------------------------------------------------------------------------------
(8) Includes non-operating items aggregating to a net after-tax benefit of $3.9 million, primarily reflecting the $10.3 million in September 11th-related insurance recoveries recorded in Q4 2003 revenues, reduced by net additional pre-tax costs associated with the September 11th attacks of $2.3 million. These additional expenses reflect gross costs of $4.4 million (including $2.2 million in foregone sub-rental income in London and $1.1 million in extra rental expense in New York) offset by the recording of an additional $2.1 million from the portion of the insurance settlement covering the Company's extra expenses claim. (9) Includes the net positive earnings effect -- $0.54 per share - of the items described in footnote 8 above. (10) Includes the net positive earnings effect -- $0.48 per share - of the items described in footnote 8 above. Page 9 of 10 Pages - -------------------------------------------------------------------------------- As of As of December 31, December 31, 2003 2002 ------------ ------------ (unaudited) (audited) Stockholders' equity $ 60,044,502 $ 47,593,086 Common shares outstanding 7,138,723 7,255,160 Book value per share $ 8.41 $ 6.56 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 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 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----