<PAGE> 1
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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 June 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.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE 13-3571419
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
150 SOUTH PINE ISLAND ROAD, SUITE 500, PLANTATION, FLORIDA 33324
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(Address of Principal Executive Offices)
(954) 577-9225
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(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 AUGUST 18, 2000
----- -----------------------------
Common Stock, par value $.01 per share 14,294,867 shares
Transitional Small Business Disclosure Format Yes [ ] No [X]
<PAGE> 2
FINANTRA CAPITAL, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1 Condensed Consolidated Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheet at June 30, 2000 3
Condensed Consolidated Statements of Operations for the
Three and Six Months ended June 30, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows for the Six
Months ended June 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>
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<PAGE> 3
\
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
(UNAUDITED)
<TABLE>
<S> <C>
ASSETS
Assets:
Cash and cash equivalents $ 4,154,920
Certificate of deposit-restricted 1,450,000
Loans available for sale 2,738,426
Finance receivables, net 14,245,260
Lease receivables, net 1,068,185
Other receivables, net 28,530,961
Due from related parties 1,784,543
Property and equipment, net 625,885
Goodwill, net 11,284,578
Other assets 5,338,207
------------
Total assets 71,226,965
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 1,068,301
Client reserves 5,692,924
Client payouts 1,178,296
Credit balances of factoring clients 327,232
Lines of credit 27,341,835
Notes payable and other interest bearing obligations 8,895,013
Notes payable-related parties 38,000
Capital leases 54,804
------------
Total liabilities 44,596,405
------------
Mandatorily redeemable Series D preferred stock,
2,000,000 shares authorized; 1,000,000 shares
issued and outstanding 1,000,000
Commitments and Contingencies (Note 7)
Stockholders' equity:
Preferred stock, 15,000,000 shares authorized, 3,231,784 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; 3,361 shares issued and outstanding 34
Common stock, $.01 par value, 50,000,000 shares authorized;
14,614,166 shares issued and outstanding 145,841
Additional paid-in capital 34,685,810
Treasury stock; 677,500 shares repurchased (2,709,997)
Accumulated deficit (6,523,407)
------------
Total stockholders' equity 25,630,560
------------
Total liabilities and stockholders' equity $ 71,226,965
============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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<PAGE> 4
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Broker fees and gains on sales of mortgage loans $ 745,394 $ 802,497 $ 1,858,602 $ 954,477
Finance income 2,895,480 73,229 5,041,230 120,755
Factoring fee income 281,358 438,138 810,248 1,006,764
Leasing income 69,908 272,145 144,178 322,847
Servicing income 702,750 0 1,357,980 0
Consulting and advisory fees 50,000 520,000 100,000 697,000
Medical billing fees 0 161,203 0 311,167
Gain on securitization and sale of finance
receivables 1,787,546 0 2,096,546 0
Other income 139,010 87,117 494,120 301,497
----------- ----------- ----------- -----------
Total revenues 6,671,446 2,354,329 11,902,904 3,714,507
----------- ----------- ----------- -----------
Expenses:
Compensation and employee benefits 2,266,794 1,274,756 4,728,782 2,216,087
Consulting and marketing fees 361,185 247,448 782,091 351,223
Occupancy and equipment 621,323 245,632 1,207,226 451,262
Legal and accounting 165,927 97,394 471,786 235,837
Interest expense 1,065,055 167,149 2,127,890 250,075
Provision for credit loss 178,340 30,000 353,711 30,000
Indirect loan expense 182,366 107,923 418,644 130,038
Other expenses 1,035,541 386,606 1,430,165 691,201
----------- ----------- ----------- -----------
Total expenses 5,876,531 2,556,908 11,520,295 4,355,723
----------- ----------- ----------- -----------
Income (loss) before minority interest 794,915 (202,579) 382,609 (641,216)
----------- ----------- ----------- -----------
Net income (loss) 632,840 (202,579) 382,609 (629,416)
Preferred stock dividends (218,467) (68,200) (555,489) (136,400)
----------- ----------- ----------- -----------
Net income (loss) applicable to common stockholders $ 576,448 $ (270,779) $ (172,880) $ (765,816)
=========== =========== =========== ===========
Weighted average common shares outstanding (basic) 14,257,775 6,021,152 13,447,220 5,327,462
=========== =========== =========== ===========
Weighted average common shares outstanding (diluted) 15,846,334 -- 15,170,668 --
=========== =========== =========== ===========
Net income (loss) per basic common share $ 0.04 $ (0.04) $ (0.01) $ (0.14)
=========== =========== =========== ===========
Net income (loss) per diluted common share $ 0.04 $ -- $ (0.01) $ --
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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<PAGE> 5
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30,
---------------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net cash used operating activities 3,514,582 (770,162)
Cash flows from investing activities:
(Increase) decrease in related parties receivables (28,069) 181,466
Repayment of note receivable from securitization 5,000,000 0
Purchases of property and equipment (259,463) (393,610)
Cash acquired in acquisitions -- 2,500
Increase in deposit on acquisitions -- (250,000)
----------- -----------
Net cash provided (used) by investing activities 4,712,468 (212,144)
Cash flows from financing activities:
Net (decrease) increase in lines of credit (2,501,194) 0
Proceeds from debt 1,788,025 1,368,513
Repayment of debt (1,433,321)
Proceeds from related party debt 8,000 (170,000)
Repayment of capital leases (54,839) (5,538)
Issuance of mandatorily redeemable Series D
preferred stock 1,000,000
Payment of preferred stock dividends (145,989) (136,400)
Issuance of common stock 7,581,034 3,028,530
Purchase of treasury stock (2,709,997) 0
Proceeds from exercise of warrants and options for common stock 22,800
----------- -----------
Net cash provided by financing activities 3,542,719 1,348,079
=========== ===========
Net increase in cash 2,940,605 118,273
Cash - beginning 1,214,315 971,760
----------- -----------
Cash - end 4,154,920 1,090,033
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period:
Interest $ 2,093,246 $ 97,850
=========== ===========
Supplemental noncash investing and financial activities:
Issuance of common stock for acquisition of
subsidiaries $ -- $ 52,500
=========== ===========
Exchange of preferred stock for common stock 1,730 --
=========== ===========
Exchange of finance receivables for other receivables $32,164,042 --
Exchange of finance receivables for cost method investment 581,171 --
=========== ===========
Common stock issued as contingent purchase price for
acquisitions $ 682,031 --
=========== ===========
Imputed dividend on Series C preferred stock $ 409,500 --
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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<PAGE> 6
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1 - PRINCIPLES OF CONSOLIDATION
The accompanying financial statements include the accounts of 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 Annual Financial Statement for the year ended December 31,
1999. Operating results for the three and six months ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000.
Certain items in the condensed consolidated financial statements for the interim
period ended June 30, 1999 have been reclassified to conform with the current
presentation. These reclassifications had no effect on the previously reported
net loss.
NOTE 3 - STOCKHOLDERS' EQUITY
During the quarter ended June 30, 2000, the Company issued additional shares of
common stock as described below.
The Company issued an aggregate of 737,000 shares to private investors
(including 160,000 shares to the Company's Chairman of the Board) for total
proceeds of $2,388,114. These shares were sold by the Company at prices ranging
from $2.50 per share to $4.00 per share.
In addition, pursuant to an employment agreement, the Company issued 50,000
shares to its Chairman of the Board, issued an aggregate of 35,000 shares in
satisfaction of consulting services performed by various unrelated persons,
issued 173,060 shares upon the conversion into common stock of shares of
Series C preferred stock and issued an aggregate of 19,000 shares upon the
exercise of certain outstanding warrants. The Company received $22,800 upon the
exercise of these warrants.
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<PAGE> 7
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
Further, the Company redeemed and placed into its treasury an aggregate of
677,500 shares of common stock. The Company paid approximately $2,710,000, or
$4.00 per share, for these shares.
The Company issued 1,000 shares of Series D preferred stock to a private
investor at $1,000 per share. The Series D preferred stock is mandatorily
redeemable by the Company, if not previously converted into common stock at the
election of the holder after five years from the issuance date.
NOTE 4 - BASIC AND DILUTIVE EARNINGS PER SHARE
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares for the period.
Dilutive earnings per share is calculated by dividing net income available to
common shareholders by weighted average number of common shares outstanding
including the dilutive potential common shares related to outstanding stock
warrants, stock options, convertible preferred stock and various stock exchange
agreements.
Potential dilutive common shares have been excluded from the three month period
ending June 30, 1999 and the six month period ending 2000 and 1999 diluted
earnings per share as a net loss was incurred for the periods and inclusion of
such shares would be antidilutive.
The following is a reconciliation of the calculation of basic EPS to diluted
EPS.
<TABLE>
<CAPTION>
For the three For the six
months ended months ended
June 30, June 30,
------------------------- -------------------------
2000 1999 2000 1999
------------ ---------- ----------- ----------
<S> <C> <C> <C> <C>
Net income (loss) applicable
to common shareholders $ 576,448 $ (270,777) $ (172,880) $ (765,816)
Basic EPS
Weighted average shares of
common stock 14,257,775 6,021,152 13,447,220 5,327,462
Basic EPS $ .04 $ (.04) $ (.01) $ (.14)
============ ========== =========== ==========
Diluted EPS
Weighted average shares of
common stock 14,257,775 6,021,152 13,447,220 5,327,462
Effect of dilutive securities
Stock options 118,003 -- -- --
Stock warrants 1,307,980 -- -- --
Preferred stock -- -- -- --
Exchange agreements 162,575 -- -- --
------------ ---------- ----------- ----------
15,846,334 6,021,152 13,447,220 5,327,462
Diluted EPS $ .04 $ (.04) $ (.01) $ (.14)
============ ========== =========== ==========
</TABLE>
NOTE 5 - FINANCE RECEIVABLES
During the quarter ended March 31, 2000, the Company securitized and sold $6.6
million of finance receivables, which were comprised of consumer finance
contracts. The Company received proceeds of $6 million in the form of two
short-term notes receivables from the buyers, which are included in other
receivables in the condensed consolidated balance sheet at March 31, 2000, and
retained a beneficial interest in the amount of $898,000. The sale resulted in a
gain of $309,000.
During the quarter ended 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 proceeds of $26.1 million in the form of a
short-term note receivable from the purchaser, which is included in other
receivables in the condensed consolidated balance sheet at June 30, 2000. The
note receivable is a general obligation of the buyer and will be paid to the
Company on August 31, 2000. The Company retained a beneficial interest of $6.3
million. The sale resulted in a gain of $1.8 million.
NOTE 6 - BUSINESS SEGMENTS
Management of the Company reports the results of operations of the Company
through two primary business segments: BUSINESS FINANCE, which specializes
principally in accounts receivable factoring and equipment leasing; and CONSUMER
FINANCE.
The following table summarizes certain financial data for the Company's business
segments:
<TABLE>
<CAPTION>
REVENUES EXPENSES NET LOSS TOTAL ASSETS
-------- -------- -------- ------------
<S> <C> <C> <C> <C>
June 30, 2000:
Business Finance...................... $ 554,893 $ 644,080 $ (89,187) $ 3,932,815
Consumer Finance...................... 4,412,905 4,209,542 203,363 61,527,607
Corporate items and other............. 263,660 790,142 (526,482) 11,117,217
---------- ---------- ---------- -----------
$5,231,458 $5,643,764 $ (412,306) $76,577,639
========== ========== ========== ===========
June 30, 1999:
Business Finance...................... $ 880,325 $ 810,692 $ 69,633 $ 5,674,989
Consumer Finance...................... 151,980 481,875 (329,895) 1,926,733
Corporate items and
eliminations........................ 327,873 506,248 (178,375) 7,571,256
---------- ---------- ---------- -----------
$1,360,178 $1,798,815 $ (438,637) $15,172,978
========== ========== ========== ===========
</TABLE>
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<PAGE> 8
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 7 - COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases various kinds of equipment under operating leases. No
significant changes to the terms or amounts of these operating leases 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.
NOTE 8 - SUBSEQUENT EVENT
Subsequent to June 30, 2000, the Company redeemed 1,890 (approximately one-half
of its issued and outstanding) shares of Series C Preferred Stock for an
aggregate redemption price of $2,362,500 (125% of the aggregate stated value
for such shares). Concurrently therewith, the Company agreed to redeem the
remaining issued and outstanding shares of Series C Preferred Stock on or
before October 15, 2000 for an aggregate redemption price equal to 130% of the
aggregate stated value for such shares.
On August 8, 2000, the Company completed the acquisition of all of the issued
and outstanding shares of World Residential Mortgage Corporation for cash and
stock of the Company.
On August 18, 2000, the Company signed an agreement and plan of merger with
United Financial Mortgage.
-8-
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
Finantra Capital, Inc., a Delaware corporation (the "Company"), is a
diversified, multi-faceted specialty finance company principally engaged in
lending activities related to accounts receivable factoring, equipment leasing,
mortgage banking, consumer finance and other types of specialty financing. The
Company also provides accounting and collections services to other entities. The
Company's business is conducted, generally, through two principal operating arms
- the Company's commercial asset business finance group, and the Company's
consumer finance group. The commercial asset business finance group, operating
under the umbrella of the Company's Ameri-Cap Business Finance Group, Inc.
holding company subsidiary, specializes, principally, in accounts receivable
factoring and equipment leasing. The consumer finance group, operating under the
umbrella of the Company's Ameri-Cap Consumer Finance Group, Inc. holding company
subsidiary ("ACFG"), specializes, principally, in mortgage banking and other
retail specialty financing lines.
The Company's emergence into the consumer specialty finance industry
was solidified by the Company's acquisition, its largest to date, through the
Company's Travelers Acquisition Co. subsidiary ("TAC"), 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. Travelers operates under the
Company's ACFG consumer finance group umbrella.
In addition to its commercial asset finance and consumer finance arms,
the Company has also 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.
Since the consummation, during January 1998, of the Company's initial
public offering of securities, the Company's operations have focused primarily
on growing an operation base and establishing a market presence in each of the
aforementioned business segments. The Company's primary strategy for achieving
its necessary growth and market presence has been, among other things, to pursue
acquisitions of existing enterprises which, in the Company's opinion, have
management experience and earnings potential and long-term growth possibilities,
and obtaining institutional lines of credit for each business line. Having
established operations in each of its commercial assets business finance and
consumer finance arms, the Company's current principal strategy for making its
operations more profitable is to bundle (or combine and package) financial
products and services. The Company believes that by bundling products and
services, it will be positioned to more effectively compete since, as the volume
of the transactions it handles increases, the more likely the Company will have
access to less costly leasing, factoring, mortgage banking and retail consumer
financing lines.
In an effort to further solidify the Company's emergence into the
retail specialty finance industry, the Company, during January 2000, through its
Travelers Acceptance Corporation and T.A.C. Technology Finance Corp.
subsidiaries, 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")
-9-
<PAGE> 10
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, of not less than a fixed amount per month.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
For the six months ended June 30, 2000 ("Six Months 2000"), the Company
generated revenues of $11,902,904, an increase of $3,738,837, or approximately
226%, from revenues of $3,714,507 for the six months ended June 30, 1999 ("Six
Months 1999"). This significant increase in revenues was primarily the result of
the Company's acquisition, subsequent to the end of the Six Months 1999 period,
of Travelers, and the full scale implementation, in accordance with the
Company's business plan, subsequent to the end of the Six Months 1999 period, of
the Company's consumer retail loan (Travelers), mortgage banking and accounts
receivable factoring operations. During the Six Months 1999 period, the
Company's revenues generating operations were essentially limited to sales of
mortgage loans and accounts receivables factoring operations. During Six Months
2000, the Company recorded approximately $2,096,546 million form the gains on
its securitizations of its consumer finance receivables. In addition, during Six
Months 2000, the Company recorded approximately $4,651,558 million of finance
interest attributable directly to its Travelers operations. Moreover, during Six
Months 2000, the Company through Travelers, recorded approximately $1,333,650 of
servicing income. The Company did not securitize any of its finance contracts
during Six Months 1999.
For Six Months 2000, the Company incurred an increase of $7,164,566,
for approximately 164%, in total operating expenses over Six Months 1999
figures. This increase was primarily the result of the Company's acquisition,
subsequent to the end of the Six Months 1999 period, of Travelers and the
full-scale implementation, in accordance with the Company's business plan, of
the Company's consumer retail loan (Travelers), mortgage banking and accounts
receivable factoring operation. During Six Months 1999, the Company's operations
were essentially limited to sales of mortgage loans and accounts receivables
factoring operation.
As a consequence of the Company's expansion and, primarily, its
acquisition of Travelers, the Company, during the Six Months 2000 period,
incurred approximately $1,797,815 of additional interest expense as compared to
interest expense incurred during the Six Months 1999 period. This increase was
directly related to borrowings required under the Company's interest-bearing
credit facilities to finance consumer related loans originated by Travelers. In
addition, as a result of the Company's growth and expansion (again, primarily
relating to its acquisition of Travelers), the Company incurred approximately
$5,266,757 of additional compensation and general overhead expenses during the
Six Months 2000 period as compared to the Six Months 1999 period. As a
consequence of the foregoing, the Company recorded a net income of $382,609 for
Six Months 2000, as compared to a net loss of $639,416 for Six Months 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 incurred a net loss
applicable to common stockholders for Six Months 2000 of $172,880, or
approximately $______________, per share, as compared to a net loss applicable
to common stockholders for Six Months 1999 of $_________, or approximately $0.01
per share. No shares if Series C or D Preferred Stock were outstanding during
Six Months 1999.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
For the three months ended June 30, 2000 ("Second Quarter 2000"), the
Company generated revenues of $6,671,446, an increase of $2,956,939, or
approximately 99%, from revenues of $3,714,507 for the three months ended June
30, 1999 ("Second Quarter 1999"). This significant increase in revenues was
primarily the result of the Company's acquisition, subsequent to Second Quarter
1999, of Travelers, and the full scale implementation, in accordance with the
Company's business plan, subsequent to Second Quarter 1999, of the Company's
consumer retail loan (Travelers), mortgage banking and accounts receivable
factoring operations. During Second Quarter 1999, the Company's revenue
generating operations were essentially limited to sales of mortgage loans and
accounts receivable factoring operations.
During Second Quarter 2000, the Company recorded approximately
$1,858,602 million from the gains on the sales of mortgage loans and related
broker fees. In addition, during Second Quarter 2000, the Company recorded
approximately $2,895,480 million of finance interest attributable directly to
its Travelers operations. Moreover, during Second Quarter 2000, the Company,
through Travelers, recorded approximately $702,750 of servicing income and an
additional $1,787,546 from the gain on the sale of the consumer installments
contracts sold by the Company during Second Quarter 2000. The Company did not
securitize any of its finance contracts during Second Quarter 1999.
During Second Quarter 2000, the Company incurred an increase of
$2,319,623, or approximately 91%, in total operating expenses over Second
Quarter 1999 figures. This increase was primarily the result of the Company's
acquisition, subsequent to Second Quarter 1999, of Travelers and the full-scale
implementation, in accordance with the Company's business plan, subsequent to
Second Quarter 1999, of the Company's consumer retail loan (Travelers), mortgage
banking and accounts receivable factoring operations. During Second Quarter
1999, the Company's operations were essentially limited to sales of mortgage
loans and accounts receivables factoring operations.
As a consequence of the Company's expansion, and, primarily, its
acquisition of Travelers, the Company, during Second Quarter 2000, incurred
approximately $899,912 million of additional interest expense as compared to
Second Quarter 1999 interest expense. This increase was directly related to
borrowings required under the Company's interest-bearing credit facilities to
finance consumer retail loans originated by Travelers. In addition, as a result
of the Company's growth and expansion (again, primarily relating to its
acquisitions of Travelers), the Company incurred approximately $1,421,711
million of additional compensation and general overhead expenses during Second
Quarter 2000 as compared to Second Quarter 1999.
As a consequence of the foregoing, the Company recorded net income of
$794,915 for Second Quarter 2000, as compared to a net loss $202,579 for Second
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 incurred net income applicable to common stockholders for Second Quarter
2000 of $576,448, or approximately $0.04 per share, as compared to a net loss
applicable to common stockholders for Second Quarter 1999 of $270,779, or
approximately $0.04 per share. No shares of Series C or D Preferred Stock were
outstanding during Second Quarter 1999.
-10-
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company had total assets of $71,226,964, as
compared to total assets of $66,535,520 at December 31, 1999. This increase in
total assets is primarily the result of (i) the increased number of consumer
retail loans, equipment leases, factored accounts receivable, loans held for
resale and related financial instruments originated or underwritten by the
Company during Six Months 2000, (ii) the receipt by the Company of approximately
$9.4 million in proceeds from the Company's issuance, in privately negotiated
transactions (at differing per share purchase prices) with 28 accredited
investors, of 3,565,545 shares of Common Stock and (iii) the Company's receipt
of $26,164,042 million in the form of short-term notes from the purchasers of
$26,164,042 million of consumer finance contracts securitized and sold by the
Company during Six Months 2000. The $11,284,578 of goodwill, net, recorded on
the Company's balance sheet at June 30, 2000 represents the premium over the
fair value of net assets acquired by the Company in connection with its
acquisitions of its operating divisions. The Company anticipates that the future
earnings of the acquired companies will offset the amortization associated with
the recording of this goodwill.
At June 30, 2000, the Company had total liabilities of $44,571,405, as
compared to total liabilities of $47,372,402 at December 31, 1999. This decrease
in total liabilities was primarily the result of reduced borrowings by the
Company's mortgage operations.
At June 30, 2000, the Company had total stockholders' equity of
$25,432,929, as compared to total stockholders' equity of $19,163,118 at
December 31, 1999. This increase in stockholders' equity is attributable
directly to the Company's issuance, during Six Months 2000, of 3,565,545 shares
of Common Stock to individual investors in consideration for approximately $9.4
million in proceeds, net of the net loss incurred.
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 commercial 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 Second Quarter 2000, the Company redeemed and placed into its
treasury an aggregate of 677,500 shares of Common Stock. The Company paid
approximately $2,710,000, or $4.00 per share, for these shares.
In addition, during Second Quarter 2000, the Company issued 1,000
shares of Series D Preferred Stock to a private investor for an aggregate of
$1,000,000.
Subsequent to June 30, 2000, the Company redeemed 1,890 (approximately
one-half of its issued and outstanding) shares of Series C Preferred Stock for
an aggregate redemption price of $2,362,500 (125% of the aggregated stated value
for such shares). Concurrently therewith, the Company agreed to redeem the
remaining issued and outstanding shares of Series C Preferred Stock on or before
October 15, 2000 for an aggregate redemption price equal to 130% of the
aggregate stated value for such shares.
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<PAGE> 12
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 effects after January 1, 2000, the Company, during
Fiscal 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 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.
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<PAGE> 13
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
During Second Quarter 2000, the Company issued and sold, in separate,
privately negotiated transactions (at differing per share purchase prices), to
12 "accredited investors" (as defined in Rule 501 promulgated under the
Securities Act of 1933, as amended (the "1933 Act")), an aggregate of 737,000
restricted shares of Common Stock in consideration for an aggregate purchase
price of $2,388,114. No fees, commissions or other offering discounts were paid
by the Company to anyone in connection with these privately negotiated
transactions. The Company utilized the net proceeds from these sales to, among
other things, expand its leasing operations and marketing base, to provide
working capital for its accounts receivable factoring operations, to augment
capital committed to mortgage operations and fund, generally, the Company's
business and operations.
Further, during Second Quarter 2000, the Company issued and sold, in a
separate, privately negotiated transaction, to an accredited investor, 1,000
shares of the Company's Series D Preferred Stock (the "Series D Preferred
Stock") in consideration for $1,000,000. The Series D Preferred Stock has a
stated value of $1,000 per share and ranks pari pasu with shares of the
Company's Series A Preferred Stock and junior to shares of the Company's Series
B and C Preferred Stock with respect to dividends and upon liquidation,
dissolution and winding up. Holders of shares of Series D Preferred Stock are
entitled to cumulative annual cash dividends, paid quarterly, at the rate of 10%
of each share's stated value. Holders of shares of Series D Preferred Stock have
no voting rights, except as otherwise required by law, and, at any time, may
convert their shares into shares of the Company's Common Stock at a conversion
price, subject to adjustment for significant events, of $3.00 of stated value
per share. Upon the occurrence of certain significant events, holders of the
Series D Preferred Stock may also require the Company to redeem their shares for
cash. In addition, if, on the 18-month anniversary of the issuance of such
Series D Preferred Stock, and on each 12-month anniversary thereafter, the
market price for shares of the Company's Common Stock shall have increased by
20% or more, the holder must convert 20% of his original number of shares of
Series D Preferred Stock into Common Stock. The shares of Series D Preferred
Stock are mandatorily redeemable by the Company five years following their date
of issuance at a redemption price equal to 200% of such shares' stated value
plus accumulated and unpaid dividends thereon. No fees, commissions or other
offering discounts were paid by the Company to anyone in connection with this
privately negotiated transaction. The proceeds to the Company from this sale
were applied to fund acquisitions.
All of the privately negotiated stock sales disclosed in this Item 2
were made by the Company in reliance upon Section 4(2) promulgated under the
1933 Act.
ITEM 6. EXHIBITS
(a) Exhibits
NO. DESCRIPTION
--- -----------
3.1 Certificate of Designation, Powers, Preferences and
Rights of the Series of Preferred Stock of Finantra
Capital, Inc. to be designated 10% Series D Convertible
Preferred Stock
27 Financial Data Schedule
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<PAGE> 14
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: August 21, 2000 By: /s/ ROBERT D. PRESS
--------------------------------------------
Robert D. Press, Chairman of the Board
and Chief Executive Officer
By: /s/ VERN E. LANDECK
--------------------------------------------
Vern E. Landeck, Chief Financial Officer
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<PAGE> 15
EXHIBIT INDEX
NO. DESCRIPTION
--- -----------
3.1 Certificate of Designation, Powers, Preferences and
Rights of the Series of Preferred Stock of Finantra
Capital, Inc. to be designated 10% Series D Convertible
Preferred Stock
27 Financial Data Schedule
-15-
