<PAGE> 1
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[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 28,536,961
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 shares authorized; 1,000 shares issued
and outstanding, 3.01 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, 3,231,784 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;
14,584,166 shares issued 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)
Minority interest in subsidiaries -- -- -- 11,800
----------- ----------- ----------- -----------
Net income (loss) 794,915 (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 6,021,152 13,447,220 5,327,462
=========== =========== =========== ===========
Net income (loss) per basic common share $ 0.04 $ (0.04) $ (0.01) $ (0.14)
=========== =========== =========== ===========
Net income (loss) per diluted common share $ 0.04 $ (0.04) $ (0.01) $ (0.14)
=========== =========== =========== ===========
</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 by operating activities $(5,314,582) $ (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 --
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 (459,644)
----------- -----------
Cash flows from financing activities:
Net (decrease) increase in lines of credit (2,501,194) --
Proceeds from debt 1,788,025
Repayment of debt (1,433,321) (1,368,513)
Increase (decrease) in 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 7,569,234 3,028,530
Purchase of treasury stock (2,709,997) --
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 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 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 577,000 shares to private investors for total
net proceeds of $992,126. These shares were sold by the Company at prices
ranging from $2.50 per share to $3.60 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 options and warrants. The Company received $22,800 upon the
exercise of these options and warrants.
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<PAGE> 7
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
Further, the Company repurchased 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.
During the quarter ended June 30, 2000 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
stockholders by the weighted average number of common shares for the period.
Dilutive earnings per share is calculated by dividing net income available to
stockholders 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 periods ending 2000 and 1999 earnings per
share calculation as a net loss applicable to common stockholders was incurred
for the periods and inclusion of such shares would be antidilutive.
The following is a reconciliation of the calculation of basic earnings per share
to diluted earnings per share. Potentially dilutive common shares excluded from
diluted earnings per share were 2,122,999 and 3,731,700 for the three and six
month periods ended June 30, 2000.
<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 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
------------ ---------- ----------- ----------
Basic earnings per share $ .04 $ (.04) $ (.01) $ (.14)
============ ========== =========== ==========
Weighted average common shares
outstanding (basic) 14,257,775 6,021,152 13,447,220 5,327,462
Effect of dilutive securities
Stock options 118,009 -- -- --
Stock warrants 1,307,980 -- -- --
Preferred stock -- -- -- --
Exchange agreements 162,575 -- -- --
------------ ---------- ----------- ----------
Weighted average common shares
outstanding (diluted) 15,846,334 6,021,152 13,447,220 5,327,462
------------ ---------- ----------- ----------
Diluted earnings per share $ .04 $ (.04) $ (.01) $ (.14)
============ ========== =========== ==========
</TABLE>
NOTE 5 - FINANCE RECEIVABLES
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 consideration of $26.1 million in a short-term
note receivable from the purchaser, which is included in other receivables, net,
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>
TOTAL TOTAL
REVENUES EXPENSE NET INCOME TOTAL ASSETS
-------- ------- ----------- ------------
<S> <C> <C> <C> <C>
At and for the three months ended
June 30, 2000:
Business Finance...................... $ 292,150 $ 521,021 $ (228,871) $ 2,317,131
Consumer Finance...................... 6,088,548 5,303,722 784,826 59,531,570
Corporate items and other............. 290,748 51,788 288,960 9,378,264
----------- ----------- ---------- -----------
Total ......................... $ 6,671,446 $ 5,876,531 $ 794,915 $71,226,965
=========== =========== ========== ===========
At and for the three months ended
June 30, 1999:
Business Finance...................... $ 937,951 $ 926,644 $ 11,287 $ 6,119,545
Consumer Finance...................... 802,497 1,092,147 (289,650) 3,729,251
Corporate items and other ............ 613,881 538,097 75,784 7,201,834
----------- ----------- ---------- -----------
Total ......................... $ 2,354,329 $ 2,556,908 $ (202,579) $17,050,630
=========== =========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
TOTAL TOTAL
REVENUES EXPENSE NET INCOME TOTAL ASSETS
-------- ------- ----------- ------------
<S> <C> <C> <C> <C>
At and for the six months ended
June 30, 2000:
Business Finance...................... $ 847,043 $ 1,165,101 $ (318,058) $ 2,317,131
Consumer Finance...................... 10,501,453 9,513,264 988,189 59,531,570
Corporate items and other............. 554,408 841,930 (287,522) 9,378,264
----------- ----------- ---------- -----------
Total ......................... $11,902,904 $11,520,295 $ 382,609 $71,226,965
=========== =========== ========== ===========
At and for the six months ended
June 30, 1999:
Business Finance...................... $ 1,818,276 $ 1,737,266 $ 81,010 $ 6,119,545
Consumer Finance...................... 954,447 1,574,022 (619,545) 3,729,251
Corporate items and other ............ 941,754 1,044,435 (102,681) 7,201,834
----------- ----------- ---------- -----------
Total ......................... $ 3,714,507 $ 4,355,723 $ (641,216) $17,050,630
=========== =========== ========== ===========
</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 EVENTS
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 ("World
Residential") for an aggregate purchase price of approximately $100,000,
consisting of cash and stock of the Company. As of June 30, 2000, World
Residential assets totaled approximately $168,000 and its shareholders' equity
totaled approximately $122,000.
On August 18, 2000, the Company signed an agreement and plan of merger with
United Financial Mortgage Corporation ("UFM"). The Company will acquire all
outstanding shares of UFM's common stock, other than shares held by UFM's
largest shareholder, for a combination of cash and common stock of the Company.
-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, that meet the Company's credit criteria. Such credit
criteria are at the sole discretion of the Company.
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 $8,187,397, or approximately
220%, 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 corporation (Travelers), mortgage banking and
accounts receivable factoring operations. During the Six Months 1999 period, the
Company's revenue generating operations were essentially limited to sales of
mortgage loans and accounts receivables factoring operations. During Six Months
2000, the Company recorded $2,096,546 million from the gains on its
securitizations of a portion 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 $1,357,980 of
servicing income. The Company did not securitize any of its finance contracts
during Six Months 1999.
For Six Months ending 2000, total operating expenses increased by
$7,164,572, or approximately 164%, 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 $1,877,315 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 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 $172,880, or ($.01),
per share, as compared to a net loss applicable to common stockholders for Six
Months 1999 of $765,816, or approximately ($0.14) per share. No shares of 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 $4,317,117, or
approximately 183%, from revenues of $2,354,329 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
$745,394 million from broker fees and gains on sales of mortgage loans. In
addition, during Second Quarter 2000, the Company recorded $2,895,480 million of
finance interest attributable directly to its Travelers operations. Moreover,
during Second Quarter 2000, the Company, through Travelers, recorded $702,750 of
servicing income and an additional $1,787,546 from the gain on the sale of
certain consumer installments contracts sold and securitized 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
$3,319,623, or approximately 130%, 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 $897,906 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 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 of $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 recorded net income applicable to common stockholders for Second Quarter
2000 of $576,448, or $0.04 per share, as compared to a net loss applicable to
common stockholders for Second Quarter 1999 of $270,779, or ($0.04) per share.
No shares of Series C or D Preferred Stock were outstanding during Second
Quarter 1999.
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<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company had total assets of $71,226,965, 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, 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 $44,596,405, 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
$25,650,560, 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 3,245,525 shares
of Common Stock to individual investors in consideration for approximately $7.8
million in proceeds, net of issuance costs.
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 Second Quarter 2000, the Company repurchased 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 577,000
restricted shares of Common Stock in consideration for an aggregate purchase
price of $2,992,126. 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
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