<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period
ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period from to
--------- ----------
Commission File Number 000-22681
FINANTRA CAPITAL, INC.
------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE 13-3571419
--------------------------------- -------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
150 SOUTH PINE ISLAND ROAD, SUITE 500, PLANTATION, FLORIDA 33324
----------------------------------------------------------------
(Address of Principal Executive Offices)
(954) 577-9225
----------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
NUMBER OF SHARES OUTSTANDING
CLASS ON NOVEMBER 20, 2000
---------------- -----------------------
Common Stock, par value $.01 per share 15,061,044 shares
--------
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT YES [ ] NO [X]
<PAGE> 2
FINANTRA CAPITAL, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
----
PART I FINANCIAL INFORMATION
<S> <C> <C> <C>
Item 1 Condensed Consolidated Balance Sheet at September 30,2000 (Unaudited) 3
Condensed Consolidated Statements of Operations for the
Three and Nine Months ended September 30, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows for the Nine
Months ended September 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II OTHER INFORMATION
Item 2 Changes in Securities and Use of Proceeds 13
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 14
</TABLE>
<PAGE> 3
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<S> <C>
ASSETS
Assets:
Cash and cash equivalents $ 354,813
Certificate of deposit-restricted 1,450,000
Loans available for sale 5,667,286
Finance receivables, net 33,445,875
Lease receivables, net 719,763
Other receivables, net 5,069,704
Due from related parties 560,561
Automobile assets held for sale 6,524,728
Property and equipment, net 807,117
Goodwill, net 8,779,007
Other assets 4,076,186
------------
Total assets 67,455,040
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 3,310,772
Client reserves 5,282,542
Client payouts 1,545,380
Credit balances of factoring clients 411,927
Lines of credit 32,999,194
Notes payable and other interest bearing obligations 9,364,297
Notes payable-related parties 163,000
Capital leases 50,778
------------
Total liabilities 53,127,890
------------
Minority Interest 25,616
Mandatorily redeemable Series D preferred stock,
2,000 shares authorized; 1,000 shares issued
and outstanding, $.01 par value and $1,000
stated value per share 1,000,000
Commitments and Contingencies (Note 7)
Stockholders' equity:
Preferred stock, 15,000,000 shares authorized, 3,229,685 issued:
Series A redeemable convertible preferred stock,
$.01 par value, 2,948,817 shares authorized; 2,728,004
shares issued and outstanding 27,279
Series B convertible preferred stock, $.01 par value, 500,000
shares authorized; 500,000 shares issued and outstanding 5,000
Series C 6% convertible preferred stock, $.01 par value,
3,800 shares authorized; 1,681 shares issued and outstanding 17
Common stock, $.01 par value, 50,000,000 shares authorized;
15,061,044 shares issued 150,611
Additional paid-in capital 32,524,544
Treasury stock; 355,198 shares repurchased (1,420,790)
Cumulative Deficit (17,985,127)
------------
Total stockholders' equity 13,301,534
------------
Total liabilities and stockholders' equity $ 67,455,040
============
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<PAGE> 4
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ ------------------------------
2000 1999 2000 1999
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues:
Broker fees and net gains on sales of mortgage loans $ 1,031,908 $ 1,472,100 $ 2,890,510 $ 2,426,577
Finance income 1,527,284 -- 6,178,842 --
Interest income on other receivables 729,368 -- 729,368 --
Leasing income -- -- 79,086 --
Servicing income 786,109 -- 2,144,089 --
Consulting and advisory fees -- 11,921 -- 11,921
Gain on securitization and sale of finance
receivables -- -- 2,096,546 --
Other income 112,501 576,699 26,100
------------ ----------- ------------ -----------
Total revenues 4,187,170 1,484,021 14,695,140 2,464,598
------------ ----------- ------------ -----------
Expenses:
Compensation and employee benefits 2,411,035 1,025,475 6,757,395 2,481,681
Consulting and marketing fees 468,449 279,870 1,194,586 591,288
Occupancy and equipment 1,254,289 344,684 2,359,942 576,907
Legal and accounting 313,480 99,285 729,656 290,212
Interest expense 1,274,452 103,278 3,304,133 226,394
Provision for credit losses 139,282 -- 432,993
Indirect loan expenses 334,090 228,494 752,734 358,532
Other expenses 646,225 (8772) 1,906,961 240,146
Non-recurring exit charge 2,693,510 -- 2,693,510 --
------------ ----------- ------------ -----------
Total expenses 9,534,812 2,089,858 20,131,910 4,765,160
------------ ----------- ------------ -----------
Loss before minority interest (5,347,642) (605,837) (5,436,770) (2,300,562)
Minority interest in subsidiaries -- -- -- 11,800
------------ ----------- ------------ -----------
Loss from continuing operations (5,347,642) (605,837) (5,436,770) (2,288,762)
Discontinued operations:
Gain (loss) from operations of discontinued segment (429,992) 389,733 41,745 1,443,242
Loss on disposal of segment (5,540,886) (5,540,886)
------------ ----------- ------------ -----------
Net (Loss) Income from discontinued operations (5,970,878) 389,733 (5,499,141) 1,443,242
------------ ----------- ------------ -----------
Net (loss) (11,318,520) (216,104) (10,935,911) (845,520)
Preferred stock dividends (143,200) (68,200) (698,689) (204,600)
------------ ----------- ------------ -----------
Net (loss) Income applicable to common stockholders $(11,461,720) $ (284,304) $(11,634,600) ($1,050,120)
============ =========== ============ ===========
Weighted average common shares outstanding: basic
and diluted 14,193,731 6,389,927 13,318,353 5,703,901
============ =========== ============ ===========
Loss per basic and diluted common share:
Net loss before discontinued operations $ (0.39) $ (.04) $ (0.46) $ (.18)
Discontinued operations (0.42) (0.41)
------------ ----------- ------------ -----------
Net loss $ (0.81) $ (0.04) $ (0.87) $ (0.18)
============ =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<PAGE> 5
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net cash used by operating activities $(12,499,966) $ (283,370)
------------ ------------
Cash flows from investing activities:
Decrease in related parties loans 289,598 --
Repayment of note receivable from securitization 5,000,000 --
Net purchases of property and equipment (335,048) (522,989)
Cash used for acquisitions (64,556) (21,605,067)
Decrease in certificate of deposit -- 25,000
------------ ------------
Net cash provided (used) by investing activities 4,600,396 (21,813,458)
------------ ------------
Cash flows from financing activities:
Increase in lines of credit 3,156,165 3,016,053
Proceeds from issuance of notes payable 2,036,884 9,464,021
Repayment of note payable (1,734,147)
Increase (decrease) in related party debt 90,500 (170,000)
Repayment under capital leases (58,865) (5,538)
-- --
Repurchase of Series C stock (1,953,581)
Issuance of mandatorily redeemable Series D
preferred stock 1,000,000 --
Payment of preferred stock dividends (214,190) (204,600)
Issuance of common stock, net 6,959,690 7,972,684
Issuance of preferred stock -- 3,780,000
Repurchase of common stock (2,709,998) --
Sale of treasury stock 332,835
Proceeds from exercise of warrants and options for common stock 134,775 --
------------ ------------
Net cash provided by financing activities 7,040,068 23,852,620
============ ============
Net decrease in cash $ (859,502) $ 1,755,792
Cash - beginning $ 1,214,315 $ 971,760
------------ ------------
Cash - end $ 354,813 $ 2,727,552
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period:
Interest $ 3,219,911 $ 89,055
============ ============
Supplemental noncash investing and financing activities:
Issuance of common stock for acquisition of subsidiaries $ -- $ 52,500
============ ============
Issuance of common stocks for services 0 237,050
Exchange of preferred stock for common stock $ 1,730 $ --
============ ============
Exchange of finance receivables for cost method investment $ 581,171 $ --
------------ ------------
Reclassification of automobile assets to held for sale $ 7,629,499 $ --
Common stock issued as contingent purchase price for
acquisitions $ 682,031 $ --
============ ============
Imputed dividend on Series C preferred stock $ 409,500 $ --
============ ============
Imputed dividend on Series D preferred stock $ 50,000 $ --
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<PAGE> 6
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE 1 - PRINCIPLES OF CONSOLIDATION
The accompanying financial statements include the accounts of Finantra Capital,
Inc. (the "Company") and its subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.
NOTE 2 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required for complete financial statements. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary for a fair statement of the results for the interim periods presented
have been included.
These results have been determined on the basis of generally accepted accounting
principles and practices applied consistently with those used in the preparation
of the Company's consolidated financial statements included in its Form 10-KSB
for the year ended December 31, 1999. Operating results for the three and nine
months ended September 30, 2000 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000.
NOTE 3 - ACQUISITIONS
WORLD RESIDENTIAL MORTGAGE, INC.
On August 4, 2000, Ameri-Cap Mortgage Group, an 85% owned subsidiary of the
Company, acquired 80% of the outstanding common shares of World Residential
Mortgage, Inc. ("World"), a residential mortgage company, for 86,705 shares of
the Company's common stock aggregating $180,000 in value, $42,500 in cash, and a
promissory note of $42,500. The common stock issued to World is being held in
escrow and is subject to forfeiture by World based on meeting certain pretax
earnings targets over a period of thirteen months. Since this provision
represents a contingency based on earnings in future periods, the common stock
issued in the future, if any, will be recorded as additional purchase price if
and when the contingencies are met. In addition, the Company is obligated to
issue additional shares of common stock to World to acquire the remaining 20% of
World common stock over a three-year period ending August 4, 2003. The number of
the Company's common shares to be issued is based on an exchange formula based
on the pretax earnings and average stock price of the Company over a predefined
period. World's assets and pretax results of operations as of the acquisition
date were $174,054 and $54,450, respectively.
HAYHURST & ASSOCIATES, INC.
On August 24, 2000, Ameri-Cap Mortgage Group, a 85% owned subsidiary of the
Company, acquired 100% of the outstanding common shares of Hayhurst &
Associates, Inc. ("Hayhurst"), a residential mortgage company, for consideration
of $25,000 cash, a promissory note of $50,000 and 81,250 shares of the Company's
common stock with a stated value of $325,000. If the Company's common stock is
trading at a price less than $4 per share on August 24, 2001, the Company is
required to issue additional shares of stock or pay the difference in cash up to
$4 per share. Since this contingency is based on the security price of the
Company's common stock in the future, the additional shares, if any, of the
Company's common stock that become issuable in the future will not be recorded
as additional purchase price. Hayhurst's assets and pretax results of operations
as of the acquisition date were $2,612,502 and ($34,717) respectively.
Both of these acquisitions were accounted for as purchases, with their results
of operations included in the Company's statement of operations from the date of
acquisition.
<PAGE> 7
NOTE 4 - DISCONTINUED OPERATIONS AND NON-RECURRING EXIT CHARGE
During the third quarter of 2000, the Company and the Board of Directors
performed a strategic review of the Company's business operations and lines of
business. As a result of this strategic review, the Company decided to exit
certain businesses, which resulted in the writedown of certain assets and
accrual of other specific exit costs. A description of the Company's exit plans
and the related accounting and financial reporting implications are provided
below.
DISCONTINUED OPERATIONS
The Company has decided to exit the Business Finance business segment, comprised
of leasing, factoring, medical billings, and commercial finance lending. This
decision was precipitated in part by the deteriorating business operations of
several of the Company's individually significant commercial borrowers during
the third quarter, some of which led to depressed collateral values or cessation
of business operations, and the resignation of certain executive and operational
management personnel of the factoring line of business.
The Company has reflected the exit from Business Finance as discontinued
operations in the statement of operations. The Company's exit plan is to
immediately cease origination of new receivables in this segment and to
liquidate these businesses through orderly liquidation of the remaining finance
receivables over a period of nine to twelve months. Collection of certain of
these receivables may involve litigation, as certain of these borrowers filed
for bankruptcy or dissolution during the third quarter. Accordingly, the
ultimate timing and outcome of the Company's collection efforts could result in
additional chargeoffs or recoveries. All other assets that cannot be redeployed
to the other ongoing businesses of the Company are also being written off.
The loss on disposal of the Business Finance segment is comprised of the
following:
<TABLE>
<S> <C>
Writeoff of goodwill and other assets $2,710,574
Writedown of receivables 2,399,312
Exit costs (legal, leases and personnel) 431,000
----------
$5,540,886
==========
</TABLE>
The estimated operating loss during phase-out period included in exit costs
above is comprised of personnel costs for collections staff in the factoring
line of business.
NON-RECURRING EXIT CHARGE
The Company has also decided to exit certain other businesses that do not
constitute business segments. These include the non-conforming, non-A paper
origination line of business within the Company's mortgage banking operations
through immediate cessation of business activities and the automobile finance
line of business within Travelers Acceptance Corporation through the sale of
this business to a third party buyer. The sale of the automobile finance line of
business is expected to be completed in the fourth quarter of 2000.
These businesses do not constitute separate segments; accordingly, losses
associated with the exit from these lines of business have been reflected as a
non-recurring exit charge in the statement of operations. The non-recurring exit
charge is comprised of the following:
<TABLE>
<S> <C>
Writeoff of goodwill and other assets $1,465,571
Writedown of receivables 1,170,562
Exit costs (leases) 57,377
----------
$2,693,510
==========
</TABLE>
<PAGE> 8
In addition, the Company has plans to terminate certain specifically identified
employees of the Company. The Company anticipates that the severance costs
related to these terminations will be recorded in the fourth quarter of 2000 as
the employees are notified.
NOTE 5 - FINANCE RECEIVABLES
On June 30, 2000, the Company securitized and sold $25.4 million of net finance
receivables, which were comprised of consumer finance contracts. The Company
received consideration of $26.1 million in a short-term note receivable from the
purchaser, which was included in other receivables in the condensed consolidated
balance sheet at June 30, 2000. The note receivable was a general obligation of
the buyer and was to be paid to the Company on August 31, 2000. The
securitization structure included the issuance by the securitization trust of a
$26.1 million Class A note to the buyer, and a $6.3 million Class B note
retained by the Company and recorded as a retained interest. In addition, the
Company recorded an interest only strip of $1.0 million. Both the retained
interest and the interest only strip are accounted for as trading securities at
fair value, with changes in fair value recorded in earnings.
On August 30, 2000, the purchaser of the Class A note voluntarily put the Class
A note to the securitization trust in lieu of paying the $26.1 million
short-term note receivable. From an accounting standpoint, this resulted in the
Company obtaining effective control of the receivables in the securitization
trust. Accordingly, the Company was required to consolidate the securitization
trust into its condensed consolidated balance sheet effective August 30, 2000.
This resulted in the Company recording the finance receivables in the
securitization trust at fair value, and reclassifying to finance receivables the
remaining outstanding balance of the retained interest and interest only strip
originally recorded on June 30, 2000.
The Company re-securitized these finance receivables, as well as additional
finance receivables, in a securitization transaction which closed on November
16, 2000. As part of this securitization transaction, the Company received cash
of $21,273,460 from the investors in the securitization trust, and retained
beneficial interests in the form of class B note and a class C note of
$6,078,131 and $ 3,039,066 res[ectively.
NOTE 6 - NOTES PAYABLE AND LINES OF CREDIT
The Company has a loan in the amount of $3.65 million that had a maturity date
of October 29, 2000. The Company received a written extension of the maturity
date to March 31, 2001. In consideration for the written extension, the Company
has agreed to pay a cash extension fee of $7,500 in November 2000 and $240,000
no later than the extended maturity date. In addition, the Company pledged as
collateral to the lender the $3,039,066 million retained beneficial interest
resulting from the November 16, 2000 securitization disclosed in Note 5. The
Company also agreed to allow the lender the right to appoint a director to the
Board of Directors.
With respect to one of the Company's lines of credit used to finance the
factoring line of business, the Company was notified on November 10, 2000 by a
lender that the Company was in violation of certain covenants which constitute
events of default. The lender will make no further advances under the line of
credit pending the resolution of the events of default, and this line of credit
will be terminated no later than the scheduled maturity date of May 11, 2001.
Since the Company is discontinuing the operations of the business for which the
line of credit was obtained, the lack of future funding will not effect the
business of the Company. As of October 31, 2000, the outstanding borrowings
under this line of credit were $550,583.
NOTE 7 - STOCKHOLDERS' EQUITY
During the third quarter of 2000, the Company issued 476,838 shares of common
stock. Of this amount, 206,250 shares were issued in connection with the
acquisitions of two mortgage companies discussed in Note 3; 165,000 were issued
under exercises of common stock warrants; and 50,000 were issued to an executive
officer under his employment agreement.
<PAGE> 9
During the third quarter of 2000, the Company redeemed 1,680 shares of the
Series C preferred stock at a redemption price of 125% of par value, plus
accrued dividends. The redemption at a premium resulted in an expense of
$147,044, which is included in other expense in the statement of operations. The
Company will redeem the remaining outstanding shares of Series C preferred stock
during the fourth quarter of 2000 at 130% of par value, plus accrued dividends.
NOTE 8 - BUSINESS SEGMENTS
Management of the Company has historically reported the results of operations of
the Company through two primary business segments: Business Finance, which
specialized principally in accounts receivable factoring and equipment leasing;
and Consumer Finance. As discussed in Note 4, the Company is exiting the
Business Finance segment and has reported that segment as discontinued
operations in the statement of operations. Accordingly, the Company only has one
operating segment as of September 30, 2000.
<PAGE> 10
NOTE 9 - TAXES
The Company did not record a provision for income taxes during the quarter ended
September 30, 2000 due to the net loss for the quarter. In addition, there is no
deferred tax component because the Company continues to record a 100% valuation
allowance on its net deferred tax asset.
NOTE 10 - COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases various kinds of equipment under operating leases. Except as
disclosed in Note 4, no significant changes to the terms or amounts of these
operating leases has occurred since December 31, 1999.
LITIGATION
The Company is involved in litigation in the normal course of business. This
litigation is not expected to have a material effect on the Company's results of
operations or financial condition.
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
Finantra Capital, Inc., a Delaware corporation (the "Company"), is a
specialty finance company principally engaged in lending activities related to
consumer finance and mortgage banking. The Company, historically, had also been
engaged in commercial asset business finance, including medical receivables
financing, equipment leasing, accounts receivable factoring, and other types of
commercial finance lending. During the third quarter of the fiscal year ending
December 31, 2000 ("Fiscal 2000"), the Company, for the reasons discussed below,
adopted a restructuring plan and commenced an orderly liquidation and
discontinuation of its commercial asset business finance segment.
The Company's mortgage banking and consumer finance operations
presently are conducted under the umbrella of the Company's Ameri-Cap Consumer
Finance Group, Inc. holding company subsidiary ("ACFG"). The Company's emergence
into the consumer specialty finance industry was solidified by the Company's
acquisition, its largest to date, of Travelers Investment Corporation
("Travelers"), as of September 30, 1999. Travelers is a California-based
specialty consumer finance company which, for the past 25 years, has been
engaged, generally, in the acquisition, management, servicing and collection of
individual consumer contracts.
In an effort to further solidify the Company's entry into the retail
specialty finance industry, the Company, during January 2000, entered into a
Consumer Finance Contracts Program (the "Program") with Gateway Companies, Inc.,
a New York Stock Exchange Company ("Gateway"). Pursuant to the Program, among
other things, Gateway has agreed to assign to the Company Gateway customer
contracts (the "Contracts") for computers, software, accessories, certain
warranties and other related goods and services sold by Gateway or any of its
vendors in the ordinary course of Gateway's business (collectively, the "Goods")
to consumers for individual, family, personal or household use, and the Company
has agreed to accept such assignments of Contracts and finance loans to
Gateway's customers to pay Gateway for the Goods being purchased under the
Contracts. In general, the Company has agreed to pay Gateway for Contracts for
Goods assigned under the Program by Gateway to the Company at a purchase price
per Contract equal to the total principal amount to be financed by the Company
under such Contract less a negotiated discount. Pursuant to the Program, Gateway
has agreed to make commercially reasonable efforts to assign to the Company, and
the Company has agreed to make commercially reasonable efforts to accept
assignments of Contracts, that meet the Company's credit criteria. Such credit
criteria are at the sole discretion of the Company. The volume of contracts
funded by the Company during the nine months ended September 2000 has not been
material to operating results. Although this Program may become a material
source of new business, no assurances can be made in that regard.
In addition to its consumer finance arm, the Company has established an
Internet financial services company subsidiary, Finantra Internet Services.com,
Inc., as a platform for the distribution of financial products and services, in
particular, residential mortgages, through the Internet.
The Company's current operating strategy is to bundle (or combine and
package) financial products and services and to grow its mortgage banking
platform by consummating several pending acquisitions of established mortgage
originators. The Company intends to raise additional capital to finance these
acquisitions. The Company believes that by bundling products and services, it
will be positioned to more
<PAGE> 12
effectively compete since, as the volume of the transactions it handles
increases, the more likely the Company will have access to less costly mortgage
banking and retail consumer financing lines.
During the three months ended September 30, 2000 ("Third Quarter
2000"), management and the Board of Directors of the Company performed a
strategic review of the Company's business operations and lines of business. As
a result of this strategic review, the Company decided to focus primarily on the
consumer finance business segment (Travelers consumer finance and mortgage
banking). Accordingly, the Company plans to exit the commercial asset business
finance segment.
The decision to exit the commercial asset business finance segment was
determined, due to, among other things, poor financial performance, recent
industry downturns and trends, deteriorating business operations of several of
the Company's individually significant commercial borrowers, termination of
certain management and operational personnel, and the disproportionately large
amount of revenues generated by the Company's consumer finance segment as
compared to its commercial asset business finance segment. The Company's exit
plan is to immediately cease origination of new receivables in this segment and
to liquidate these businesses through the orderly liquidation of the remaining
finance receivables over a period of nine to 12 months. The collection of
certain of these receivables, however, may involve litigation, as certain of
these borrowers filed for bankruptcy or dissolution during Third Quarter 2000.
Accordingly, the ultimate timing and outcome of the Company's collection efforts
could result in additional chargeoffs or recoveries. All other assets of the
Company dedicated to the commercial asset business finance segment that cannot
be redeployed to the on-going businesses of the Company are also being written
off.
With respect to the Company's medical receivables financing business,
management determined to cease these operations principally because operating
results did not justify the level of cash and personnel resources devoted to
this business. Moreover, management concluded that the medical receivables
financing industry, in general, had been experiencing significant upheaval
recently. With respect to the Company's equipment leasing business, management
concluded that due to the unsteady performance of this division's operations and
the continuing downturn experienced by this industry in general (which has
contributed to the failure of many well-respected leasing companies recently),
the Company should cease its equipment leasing business and abandon this
platform. With respect to the Company's accounts receivable factoring division,
management determined to cease this business principally due to operational
losses, resignation and termination of management and operational personnel,
sudden and severe deterioration of the delinquency status of receivables, and
the need for a significant capital investment to be made in this division in
order to maintain operations and satisfy financial covenants with this
division's principal lender. With respect to the Company's temporary staffing
services business, management determined that with the Company's exit from the
commercial asset business segment, the Company will no longer provide temporary
staffing services to commercial customers.
As a consequence of the Company's decision to cease commercial asset
finance operations, the Company, during Third Quarter 2000, reflected this
business segment as discontinued operations in its Statement of Operations for
the three and nine months ended September 30, 2000, and recorded a loss on
disposal of $5,540,886. The overall composition of this loss on disposal is
included in Note 4 to the Condensed Consolidated Financial Statements of the
Company at September 30, 2000.
The write-off of receivables included certain related party receivables
including $187,000 relating to a loan it had made to Tract 4, Inc., $884,000
relating to a receivable due the Company from Medley Group, Inc. and $56,000
from two other affiliated companies.
<PAGE> 13
The loan to Tract 4, Inc. was written off because a significant
business venture for Tract 4, Inc. did not materialize during Third Quarter 2000
and Tract 4, Inc. ceased business operations. Maynard J. Hellman, a director
of the Company, owns 50% of the outstanding capital stock of Tract 4, Inc. The
receivable from Medley Group, Inc. was written off since Medley Group, Inc.
currently has no assets other than its ownership of shares of the Company's
common stock, the value of which has declined significantly during calendar year
2000. Robert D. Press, Chairman of the Board and Chief Executive Officer of the
Company, is the principal stockholder of Medley Group, Inc.
Other individually significant components of the loss on disposal (each
involving entities unaffiliated with the Company) include:
- The write-off of a $714,000 agreement with Medical Billing Service
Systems, an entity which was engaged in the medical receivables
business which ceased operations during Third Quarter 2000.
- The write-off of a $635,000 investment by the Company in Titan Mortgage
Corporation. During Third Quarter 2000, Titan Mortgage Corporation
ceased operations and shut down its business.
- The write-off of a $600,000 receivable from Cutting Edge Entertainment,
Inc., which represents approximately 60% of the outstanding balance of
a loan made by the Company to Cutting Edge Entertainment, Inc. Payments
from Cutting Edge have become sporadic during Fiscal 2000, and
management of the Company has instituted legal proceedings against
Cutting Edge to recover this receivable.
- The write-off of a $213,000 receivable from Goldcoast Refrigeration
Corporation, an entity engaged in air conditioning/refrigeration
services. To the Company's knowledge, Goldcoast Refrigeration has
become the subject of several lawsuits, which put payment of this
receivable in doubt.
- A $400,000 provision for credit losses related to the Company's
accounts receivable factoring operations. This provision became
necessary as a result of the termination and resignation of the
management and operations personnel of this division during the second
and third quarters of Fiscal 2000, which resulted in a sudden and
severe deterioration of the delinquency status of the Company's
factored receivables.
- The write-off of $1,246,658 in goodwill associated with the Company's
1998 acquisition of Premier Provider Services, a temporary staffing
company focused on the medical billing industry. With the Company's
exit from the commercial asset business segment, the Company will no
longer provide temporary staffing services to commercial customers.
In addition, during the Third Quarter of Fiscal 2000, the Company
recorded a non-recurring exit charge of approximately $2,693,510 relating to
certain businesses that are being exited within the consumer finance segment of
the Company's business, but which do not constitute segments themselves. The
overall composition of this charge is included in Note 4 to the Condenses
Consolidated Financial Statements of the Company at September 30, 2000.
The individually significant items in this charge include:
<PAGE> 14
- The write-off of $1,303,194 in goodwill related to Ameri-Cap Mortgage
Services, Inc., as management of the Company decided to exit the
origination of non-conforming, subprime residential mortgages.
- A $1,104,771 provision to write down the Travelers' automobile finance
receivable business to net realizable value as the Company has entered
into a letter of intent to sell this line of business. The closing of
this sale is expected during the fourth quarter of Fiscal 2000.
RESULT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999
For the nine months ended September 30, 2000 ("Nine Months 2000"), the
Company generated revenues of $14,695,140, an increase of $12,230,542, or
approximately 496%, from revenues of $2,464,598 for the nine months ended
September 30, 1999 ("Nine Months 1999"). This significant increase in revenues
was primarily the result of the Company's acquisition, as of September 30, 1999,
of Travelers, and the full scale implementation, in accordance with the
Company's business plan, subsequent to the end of Nine Months 1999, of the
Company's consumer retail loan (Travelers) and mortgage banking operations.
During Nine Months 2000, the Company recorded $2,096,546 from the
non-cash gains on its securitizations of a portion of its consumer finance
receivables, and $6,178,842 of finance income attributable directly to its
Travelers operations. Moreover, during Nine Months 2000, the Company, through
Travelers, recorded $2,144,089 of servicing income. As Travelers was acquired
effective September 30, 1999, the Company did not have any revenue from its
Travelers operations or generate any revenue from its servicing activities
during Nine Months 1999.
For Nine Months 2000, total operating expenses increased by
$15,366,750, or approximately 323%, over Nine Months 1999 figures. This
significant increase was primarily the result of the Company's acquisition of
Travelers and the operating expenses related thereto, the full-scale
implementation, in accordance with the Company's business plan, of the Company's
consumer retail loan (Travelers) and mortgage banking operations, and the
Company's recording of a $432,993 provision for credit losses associated with
Travelers' finance contracts. This provision is based on the normal quarterly
analysis of historical chargeoff and delinquency experience, which is updated on
a quarterly basis. During Nine Months 1999, the Company's operations were
essentially limited to originations and sales of mortgage loans.
As a consequence of the Company's expansion and, primarily, its
acquisition of Travelers, the Company, during Nine Months 2000, incurred
$3,304,133 of interest expense primarily related to borrowings required under
the Company's interest-bearing credit facilities to finance consumer related
loans originated by Travelers. In addition, as mentioned earlier, during Nine
Months 2000, the Company, as a consequence of its decision to orderly liquidate
and discontinue its commercial asset finance business, recorded a one-time loss
on disposal of the business finance segment of approximately $5,490,886.
Further, during Nine Months 2000, the Company posted a one-time, non-recurring
exit charge for certain business lines that the Company will no longer operate,
but which lines do not constitute business segments, of $2,693,510. No
write-offs or adjustments were recorded during Third Quarter 1999.
<PAGE> 15
As a consequence of the foregoing, the Company recorded a net loss of
$10,935,911 for Nine Months 2000, as compared to a net loss of $845,520 for Nine
Months 1999. When combined, however, with the dividends with respect to shares
of the Company's Series A, C and D Preferred Stock, the Company incurred a net
loss applicable to common stockholders for Nine Months 2000 of $11,634,600, or
$0.85 per share, as compared to a net loss applicable to common stockholders for
Nine Months 1999 of $1,050,120, or $0.18 per share. No shares of Series D
Preferred Stock were outstanding during Nine Months 1999.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
For Third Quarter 2000, the Company generated revenues of $4,187,170,
an increase of $2,838,283, or approximately 210%, from revenues of $1,348,887
for the three months ended September 30, 1999 ("Third Quarter 1999"). This
significant increase in revenues was primarily the result of the Company's
acquisition, as of September 30, 1999, of Travelers, and the full scale
implementation, in accordance with the Company's business plan, subsequent to
the end of Third Quarter 1999, of the Company's consumer retail loan (Travelers)
and mortgage banking operations.
During Third Quarter 2000, the Company recorded $1,527,284 of finance
income attributable directly to its Travelers' operations and an additional
$786,109 of servicing income. As Travelers was acquired effective September 30,
1999, the Company did not have any revenue from its Travelers operations or
generate any revenue from its servicing activities during Nine Months 1999.
For Third Quarter 2000, total operating expenses increased by
$7,580,088, or approximately 388%, over Third Quarter 1999 figures. This
significant increase was primarily the result of the Company's acquisition of
Travelers and the operating expenses related thereto, the full-scale
implementation, in accordance with the Company's business plan, of the Company's
consumer retail loan (Travelers) and mortgage banking operations, and the
Company's recording of a $139,282 provision for credit loss. This provision is
based on the normal quarterly analysis of historical chargeoff and delinquency
experience, which is updated on a quarterly basis. During Third Quarter 1999,
the Company's operations were essentially limited to originations and sales of
mortgage loans.
As a consequence of the Company's expansion and, primarily, its acquisition of
Travelers, the Company, during Third Quarter 2000, incurred $1,274,452 of
interest expense primarily related to borrowings required under the Company's
interest-bearing credit facilities to finance consumer related loans originated
by Travelers. In addition, as mentioned earlier, during Third Quarter 2000, the
Company, as a consequence of its decision to orderly liquidate and discontinue
its commercial asset finance business, recorded a one-time loss on disposal of
business finance segment of approximately $5,540,886 million. Further, during
Third Quarter 2000, the Company posted a one-time, non-recurring exit charge
for certain business lines that the Company will no longer operate, but which
lines do not constitute business segments, of $2,693,510. No write-offs or
adjustments were taken during Third Quarter 1999.
As a consequence of the foregoing, the Company recorded a net loss of
$11,318,520 for Third Quarter 2000, as compared to a net loss of $216,104 for
Third Quarter 1999. When combined, however, with the provisions for dividends
with respect to shares of the Company's Series A, C and D Preferred Stock, the
Company recorded a net loss applicable to common stockholders for Third Quarter
2000 of $11,461,720, or $0.77 per share, as compared to a net loss applicable to
common stockholders for Third Quarter 1999 of
<PAGE> 16
$284,304, or $0.04 per share. No shares of Series D Preferred Stock were
outstanding during Third Quarter 1999.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, the Company had total assets of $67,455,040, as
compared to total assets of $66,535,520 at December 31, 1999. This increase is
primarily the result of (i) the increased number of consumer retail loans and
related financial instruments originated or underwritten by the Company during
Nine Months 2000, and (ii) the receipt by the Company of approximately
$8,111,940 in proceeds from the Company's issuance, in privately negotiated
transactions (at differing per share purchase prices) with 24 accredited
investors, of $3,405,545 shares of Common. The $8,779,004 of goodwill, net,
recorded on the Company's balance sheet at September 30, 2000, represents
primarily the premium over the fair value of the assets acquired by the Company
in connection with its acquisitions of Travelers. The Company anticipates that
the future earnings of the acquired companies will offset the amortization
associated with the recording of this goodwill.
At September 30, 2000, the Company had total liabilities of
$53,127,890, as compared to total liabilities of $47,372,402 at December 31,
1999. This increase in total liabilities was primarily the result of increased
borrowings under the Company's credit facilities to support Travelers'
operations, increased client reserves and client payouts which were necessary
given the Company's increased acquisition of finance contracts.
At September 30, 2000, the Company had total stockholders' equity of
$13,301,534, as compared to total stockholders' equity of $19,163,118 at
December 31, 1999. This decrease in stockholders' equity is attributable
directly to the loss that the Company, as described above, has incurred during
Fiscal 2000.
The Company is currently in the process of seeking a replacement lender
for Finova Capital Corporation under the Company's $32.5 million senior credit
facility it utilizes for funding Travelers operations. Pursuant to the terms of
the facility the interest rate charged by Finova will increase by 200 basis
points in approximately 120 days. If the Company cannot successfully find a
replacement senior lender the Company could encounter some cash flow concerns
with its Travelers funding commitments.
The Company recently successfully negotiated an extension, until March
31, 2001, of its $3.65 million subordinated loan with BHC Interim Funding LLP.
It is anticipated that the replacement by the Company of Finova as its senior
lender will cause sufficient cash proceeds to become available so that
replacement of the BHC facility, at maturity, will not be necessary. The Company
has pledged as collateral to BHC the $3.1 million retained beneficial interest
resulting from the November 16, 2000 securitization disclosed in Note 5.
<PAGE> 17
With respect to one of the Company's lines of credit used to finance
the factoring line of business, the Company was notified on November 10, 2000 by
a lender that the Company was in violation of certain covenants which constitute
events of default. The lender will make no further advances under the line of
credit pending the resolution of the events of default, and this line of credit
will be terminated no later than the scheduled maturity date of May 11, 2001. As
of October 31, 2000, the outstanding borrowings under this line of credit were
$550,583. The Company has discontinued this business segment and as such this
credit facility should have no effect on liquidity.
The senior warehouse lender to Travelers, following the November 16,
2000 securitization, reduced the line commitment from $32.5 million to $15
million. Additionally, the lender suspended current borrowings until the junior
Note associated with the securitization, currently held by the Company, is sold
to a third party. At issuance this note had a face value of $6,078,131. Under
the agreement with the Lender, all proceeds from the sale of the junior note are
to be paid to the senior warehouse lender. The Company anticipates the sale of
the junior note will occur in the fourth quarter of 2000.
The Company anticipates, based on its current proposed plans and
assumptions relating to its operations and expansion, that it will be able to
satisfy its currently contemplated cash requirements for the next 12 months from
working capital, cash flow and its interest-bearing credit facilities. In the
event that the Company's plans change or its assumptions prove to be inaccurate,
or working capital, cash flow and availability under existing credit facilities
prove to be insufficient to fund the Company's operations and expansion (due to
unanticipated expenses, delays, problems or otherwise), the Company would be
required to seek additional funding. Depending upon the Company's financial
strength and the state of the capital markets, the Company may also determine
that it is advisable to raise additional equity capital. The Company has no
current arrangements with respect to, or sources of, any additional capital, and
there can be no assurance that such additional capital will be available to the
Company, if needed, on commercially reasonable terms, or at all. The inability
of the Company to obtain additional capital would have a material adverse effect
on the Company and could cause the Company to be unable to implement its
business strategy or to otherwise significantly curtail or cease operations.
During Third Quarter 2000, the Company redeemed 1,680 issued and
outstanding shares of its Series C Preferred Stock for an aggregate redemption
price of $2,930,000 (125% of the aggregated stated value for such shares). The
Company will redeem the remaining outstanding shares of Series C Preferred Stock
during the fourth quarter of Fiscal 2000 at 130% of the stated value for such
shares, plus accrued dividends.
YEAR 2000 COMPLIANCE
The inability of business processes to continue to function correctly
after the beginning of the Year 2000 could have serious adverse effects on
companies and entities throughout the world. In order to insulate itself from
suffering any such adverse effect after January 1, 2000, the Company, during
1999, purchased new software and hardware systems for itself and its
subsidiaries. These new systems all carry manufacturers' representations and
warranties concerning Year 2000 compliance. To date, all of these systems have
functioned properly and the Company has not been adversely impacted by any Year
2000
<PAGE> 18
computer problems. No assurance can be given, however, that the Company's
software and hardware systems will not fail in the future. In such event, the
Company will be forced to expend such amounts of its working capital as may be
necessary to correct its software and hardware systems and implement contingency
plans.
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
During Third Quarter 2000, the Company issued an aggregate of 206,250
shares of Common Stock in connection with its acquisition of World Residential
Mortgage, Inc. and Hayhurst Associates, Inc., mortgage companies.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On September __, 2000, the Company held its 2000 Annual Meeting of
Stockholders (the "Annual Meeting"). At the Annual Meeting, the eight persons
nominated by the Company for election as directors were elected in an
uncontested manner. Specifically, each nominee received the number of votes set
forth opposite his or her name below. each director serves until the next Annual
Meeting of Stockholders of the Company and until his or her respective successor
has been duly elected as qualified.
<TABLE>
<CAPTION>
VOTES CAST IN FAVOR OF
NOMINEE ELECTION AS A DIRECTOR
------- ----------------------
<S> <C>
Robert D. Press 8,631,686 shares
Charles Litt 8,631,686 shares
Maynard J. Hellman 8,631,686 shares
Arthur J. Press 8,631,686 shares
Evaldo F. Dupuy 8,631,686 shares
Thomas W. Dwyer 8,631,686 shares
Alyce B. Schreiber 8,631,686 shares
Steve Beitler 8,631,686 shares
</TABLE>
ITEM 6. EXHIBITS
(1) Exhibits
NO. DESCRIPTION
27 Financial Data Schedule (for SEC use only)
<PAGE> 19
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf of the undersigned, thereunto duly
authorized.
FINANTRA CAPITAL, INC.
Dated: November 20, 2000 By: /s/ ROBERT D. PRESS
--------------------------------------------
Robert D. Press, Chairman of the Board
and Chief Executive Officer
