<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 March 31, 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
---------------------------------- -------------------------
(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 MAY 17, 2000
----- -----------------------------
Common Stock, par value $.01 per share 14,676,239 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 March 31, 2000 3
Condensed Consolidated Statements of Operations for the
Three Months ended March 31, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows for the Three
Months ended March 31, 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>
-2-
<PAGE> 3
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2000
(UNAUDITED)
<TABLE>
<S> <C>
ASSETS
Assets:
Cash and cash equivalents $ 6,187,938
Certificate of deposit-restricted 1,450,000
Loans available for sale 6,056,554
Finance receivables, net 35,935,761
Lease receivables, net 1,240,361
Other receivables, net 7,524,517
Due from related parties 1,755,574
Property and equipment, net 694,733
Goodwill, net 11,496,617
Other assets 4,235,584
------------
Total assets 76,577,639
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 1,719,776
Client reserves 5,289,921
Client payouts 1,279,825
Credit balances of factoring clients 836,846
Lines of credit 32,048,250
Notes payable and other interest bearing obligations 8,532,108
Notes payable-related parties 38,000
Capital leases 57,217
------------
Total liabilities 49,801,943
------------
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, _____ 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; 3,780 shares issued and outstanding 38
Common stock, $.01 par value, 50,000,000 shares authorized;
13,850,206 shares issued and outstanding 138,501
Additional paid-in capital 33,704,732
Accumulated deficit (7,099,854)
------------
Total stockholders' equity 26,775,696
------------
Total liabilities and stockholders' equity $ 76,577,639
============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-3-
<PAGE> 4
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
-----------------------------
2000 1999
---- ----
<S> <C> <C>
Revenues:
Broker fees and gains on sales of mortgage loans $ 1,113,208 $ 0
Finance income 2,145,750 199,506
Factoring fee income 528,890 568,625
Leasing income 74,270 50,702
Servicing income 655,230 0
Medical billing fees 411 149,965
Consulting and advisory fees 50,000 177,000
Other income 663,699 214,380
----------- -----------
Total revenues 5,231,458 1,360,178
----------- -----------
Expenses:
Compensation and employee benefits 2,461,988 941,331
Consulting and marketing fees 420,906 103,775
Occupancy and equipment 585,903 205,630
Legal and accounting 305,859 138,443
Interest expense 1,062,835 82,926
Provision for credit loss 175,371 0
Indirect loan expense 236,278 22,115
Other expenses 394,624 304,595
----------- -----------
Total expenses 5,643,764 1,798,815
----------- -----------
Loss before minority interest (412,306) (438,637)
Minority interest in loss of consolidated subsidiaries 0 11,800
----------- -----------
Net loss (412,306) (426,837)
Preferred stock dividends (337,022) (68,200)
----------- -----------
Net loss applicable to common stockholders $ (749,328) $ (495,037)
=========== ===========
Weighted average common shares outstanding 12,248,013 4,627,727
=========== ===========
Net loss per basic and diluted common share $ (0.06) $ (0.11)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-4-
<PAGE> 5
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
---------------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net cash (used) provided by operating activities (4,070,472) (1,670,155)
Cash flows from investing activities:
Increase in related parties receivables 900 342,577
Purchases of property and equipment (176,046) (267,450)
----------- -----------
Net cash used by investing activities (175,146) 75,127
Cash flows from financing activities:
Net increase (decrease) in lines of credit 2,205,221 (155,911)
Proceeds from debt 1,288,025 7,335,700
Repayment of debt (1,313,726) (8,680,217)
Proceeds from related party debt 8,000 0
Repayment of capital leases (52,426) 0
Payment of preferred stock dividends (29,897) (68,200)
Issuance of common stock 7,114,044 3,464,450
Purchase of treasury stock 0 (31,150)
----------- -----------
Net cash provided by financing activities 9,219,241 1,864,672
=========== ===========
Net increase in cash 4,973,623 269,644
Cash - beginning 1,214,315 971,760
----------- -----------
Cash - end 6,187,938 1,241,404
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period:
Interest $ 1,012,835 $ --
=========== ===========
Supplemental noncash investing and financial activities:
Issuance of common stock for acquisition of
subsidiaries $ -- $ 712,500
=========== ===========
Issuance of common stock for services $ -- $ 41,500
=========== ===========
Exchange of finance receivable for other receivables $ 6,000,000 --
=========== ===========
Common stock issued as contingent purchase price for
acquisitions $ 682,031 --
=========== ===========
Imputed dividend on Series C preferred stock $ 307,125 --
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-5-
<PAGE> 6
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 months ended March 31, 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 March 31, 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 March 31, 2000, the Company issued additional shares of
common stock as described below.
The Company issued 2,828,545 shares to private investors for total proceeds of
$7,114,045.
The Company issued 242,500 shares as consideration under exchange agreements
related to certain prior year acquisitions for which the Company was obligated
to issue additional shares to the minority shareholders. Of these shares,
127,500 were issued to a Director of the Company who is a minority shareholder
in certain subsidiaries of the Company.
Pursuant to an employment agreement, the Company granted 1,450,000 shares to an
executive officer of the Company. Of these shares, 1,400,000 are subject to
forfeiture by the executive ratably over a seven
-6-
<PAGE> 7
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
year term if the executive leaves the employment of the Company. Accordingly,
the issuance of these shares was recorded as deferred compensation in
shareholders' equity and will be amortized as compensation expense over the
seven year term.
NOTE 4 - EARNINGS PER SHARE
Potential dilutive common shares have been excluded from the diluted earnings
per share calculation as a net loss was incurred for the period, an inclusion
of such shares would be antidilutive.
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 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, which is included in other income in the condensed consolidated
statements of operations.
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, which specializes principally in mortgage banking, consumer finance and
other types of specialty 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>
March 31, 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
========== ========== ========== ===========
March 31, 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>
-7-
<PAGE> 8
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 March 31, 2000, the Company issued to private investors for cash
approximately 527,000 shares of Common Stock.
-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
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999
For the three months ended March 31, 2000 ("First Quarter 2000"), the
Company generated revenues of $5,231,458, an increase of $3,871,280, or
approximately 285%, from revenues of $1,360,178 for the three months ended March
31, 1999 ("First Quarter 1999"). This significant increase in revenues was
primarily the result of the Company's acquisition, subsequent to First Quarter
1999, of Travelers, and the full scale implementation, in accordance with the
Company's business plan, subsequent to First Quarter 1999, of the Company's
consumer retail loan (Travelers), mortgage banking and accounts receivable
factoring operations. During First Quarter 1999, the Company's revenue
generating operations were essentially limited to accounts receivable factoring
operations.
During First Quarter 2000, the Company recorded approximately $1.1
million from the gains on the sales of mortgage loans and related broker fees.
In addition, during First Quarter 2000, the Company recorded approximately $2.1
million of finance interest attributable directly to its Travelers operations.
Moreover, during First Quarter 2000, the Company, through Travelers, recorded
approximately $655,000 of servicing income and an additional $309,000 from the
gain on the sale of the consumer installments contracts sold by the Company in
its first securitization. The Company did not securitize any of its finance
contracts during First Quarter 1999.
During First Quarter 2000, the Company incurred an increase of
$3,844,949, or approximately 214%, in total operating expenses over First
Quarter 1999 figures. This increase was primarily the result of the Company's
acquisition, subsequent to First Quarter 1999, of Travelers and the full-scale
implementation, in accordance with the Company's business plan, subsequent to
First Quarter 1999, of the Company's consumer retail loan (Travelers), mortgage
banking and accounts receivable factoring operations. During First Quarter 1999,
the Company's operations were essentially limited to accounts receivables
factoring operations.
As a consequence of the Company's expansion, and, primarily, its
acquisition of Travelers, the Company, during First Quarter 2000, incurred
approximately $1.0 million of additional interest expense as compared to First
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 $2.9 million of additional
compensation and general overhead expenses during First Quarter 2000 as compared
to First Quarter 1999.
As a consequence of the foregoing, the Company recorded a net loss of
$412,306 for First Quarter 2000, as compared to a net loss $426,837 for First
Quarter 1999. When combined, however, with the provisions for dividends with
respect to shares of the Company's Series A and Series C Preferred Stock, the
Company incurred a net loss applicable to common stockholders for First Quarter
2000 of $749,328, or approximately $0.06 per share, as compared to a net loss
applicable to common stockholders for First Quarter 1999 of $495,037, or
approximately $0.11 per share. No shares of Series C Preferred were outstanding
during First Quarter 1999.
-10-
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Company had total assets of $76,577,639, 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 First Quarter 2000, (ii) the receipt by the Company of
approximately $7.1 million in proceeds from the Company's issuance, in privately
negotiated transactions (at differing per share purchase prices) with 16
accredited investors, of 2,828,545 shares of Common Stock and (iii) the
Company's receipt of $6 million in the form of two short-term notes from the
purchasers of $6.6 million of consumer finance contracts securitized and sold by
the Company during First Quarter 2000. The $11,496,617 of goodwill, net,
recorded on the Company's balance sheet at March 31, 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 March 31, 2000, the Company had total liabilities of $49,801,943, as
compared to total liabilities of $47,372,402 at December 31, 1999. This slight
increase in total liabilities was primarily the result of increased borrowings
under the Company's lines of credit necessitated as a result of the Company's
increased business activities, primarily in the consumer retail loan (Travelers)
area. Due to the increased amount of consumer retail loan business originated by
the Company during First Quarter 2000, the Company was also required to record
an additional approximate $1.2 million in client reserves at March 31, 2000, as
compared to the amount of client reserves at December 31, 1999.
At March 31, 2000, the Company had total stockholders' equity of
$26,775,696, 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 First Quarter 2000, of 2,828,545
shares of Common Stock to individual investors in consideration for
approximately $7.1 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.
In addition, subsequent to the end of First Quarter 2000, the Company
issued and sold, in separate, privately negotiated transactions (at differing
per share purchase prices), to nine accredited investors, an aggregate of
527,000 shares of Common Stock in consideration for an aggregate of
approximately $1.9 million.
-11-
<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.
-12-
<PAGE> 13
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
During First Quarter 2000, the Company issued and sold, in separate,
privately negotiated transactions (at differing per share purchase prices), to
16 "accredited investors" (as defined in Rule 501 promulgated under the
Securities Act of 1933, as amended (the "1933 Act")), an aggregate of 2,828,545
restricted shares of Common Stock in consideration for an aggregate purchase
price of $7,114,044. 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.
In addition, following the close of First Quarter 2000, the Company
issued and sold, in separate, privately negotiated transactions (at differing
per share purchase prices), to nine accredited investors, 527,000 restricted
shares of Common Stock in consideration for an aggregate purchase price of
$1,863,139. No fees, commissions or other offering discounts were paid by the
Company to anyone in connection with these privately negotiated transactions.
The net proceeds to the Company from these sales were applied substantially in
the same manner as the net proceeds derived from the aforementioned private
stock sales during First Quarter 2000.
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 AND REPORTS ON FORM 8-K
(a) Exhibits
NO. DESCRIPTION
--- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
On January 25, 2000, the Company filed a Current Report on Form 8-K for
an event dated January 24, 2000, reporting, pursuant to Item 4 of Form 8-K, that
it engaged PricewaterhouseCoopers LLP as its principal accountants to replace
its former principal accountants, Daszkal Bolton Manela Devlin & Co. The change
was made effective January 24, 2000.
On February 7, 2000, the Company filed a Current Report on Form 8-K for
an event dated January 6, 2000, reporting, pursuant to Item 5 of Form 8-K, that
it entered into the Consumer Finance Contracts Program with Gateway Companies,
Inc.
-13-
<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: May 19, 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
-14-
<PAGE> 15
EXHIBIT INDEX
NO. DESCRIPTION
- --- -----------
27 Financial Data Schedule
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 6,187,938
<SECURITIES> 0
<RECEIVABLES> 49,055,657
<ALLOWANCES> (2,599,444)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 694,733
<DEPRECIATION> 55,123
<TOTAL-ASSETS> 76,577,639
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
5,122,864
<COMMON> 28,752,686
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 76,577,639
<SALES> 0
<TOTAL-REVENUES> 5,231,458
<CGS> 0
<TOTAL-COSTS> 5,643,764
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,062,835
<INCOME-PRETAX> (412,306)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (412,306)
<EPS-BASIC> (.06)
<EPS-DILUTED> (.06)
</TABLE>
