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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number 333-50103
Creditrust Corporation
(Exact name of registrant as specified in its charter)
Maryland 52-1754916
(State of incorporation) (I.R.S. Employer Identification No.)
7000 Security Boulevard, Baltimore, Maryland 21244-2543
(Address of principal executive offices) (Zip Code)
(410) 594-7000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
None
Securities registered pursuant to Section 12(g) of the Act
Common Stock, par value $.01 per share
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A. [ ]
As of April 26, 2000, the aggregate market value of the outstanding shares
of the Registrant's Common Stock, par value $0.01 per share, held by non-
affiliates was approximately $8.22 million, based on the average closing price
of the Common Stock as reported by Nasdaq National Market on April 26, 2000.
Determination of affiliate status for this purpose is not a determination of
affiliate status for any other purpose.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the most recent practicable date.
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Class Outstanding at April 26, 2000
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Common Stock, par value $.01 per share 10,453,548 shares
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DOCUMENTS INCORPORATED BY REFERENCE
None.
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Form 10-K/A Cross-Reference Sheet
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PART III*
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Item 10. Directors and Executive Officers of the Registrant 1
Item 11. Executive Compensation 3
Item 12. Security Ownership of Certain Beneficial Owners and Management 6
Item 13. Certain Relationships and Related Transactions 7
Signature 8
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* This Annual Report on Form 10-K/A provides the information required in Part
III. The date of the Registrant's Annual Meeting of Stockholders has been
changed to July 6, 2000.
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PART III
Item 10. Directors and Executive Officers of the Registrant
The following table sets forth the names of our directors and executive
officers, their positions and their principal business experience for the past
five years.
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Name Age Position
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Joseph K. Rensin 34 Chairman of the Board and Chief Executive Officer
Michael S. Witlin 32 Director
Stuart Wolpoff 36 Director
J. Barry Dumser 51 President and Chief Operating Officer
Thomas J. Crotty 50 Vice President, Chief Information Officer
Thomas J. Juranich 49 Vice President, Human Resources
Steve K. McGill 40 Vice President, Strategic Initiatives
Richard J. Palmer 48 Vice President and Chief Financial Officer
William F. Young 36 Vice President, Recovery
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Joseph K. Rensin, Chairman of the Board and Chief Executive Officer--Mr.
Rensin co-founded Creditrust in 1991 and has served as Chairman of the Board and
Chief Executive Officer since that time and was President through December 1999.
Mr. Rensin was the initial developer of Creditrust's PAT and Mozart systems and
its extensive database, as well as the customer relations approach to
collections and recovery. He attended the University of Maryland College Park
from 1983 to 1987. While in college, he wrote three books on computers published
by Prentice-Hall.
Michael S. Witlin, Director--Mr. Witlin co-founded Creditrust in 1991, and
he served as Vice President of Creditrust until 1995. From 1995 to 1997, Mr.
Witlin served as a consultant with Company Entier, providing business process
re- engineering services to privately-held and public companies as well as
federal agencies. Since 1998, Mr. Witlin has been a consultant with RWD
Technologies, Inc., providing management and technology consulting services to
Fortune 100 companies.
Stuart Wolpoff, Director--Mr. Wolpoff has been a director of Creditrust
since 1999. Since 1991, Mr. Wolpoff has been executive director of Wolpoff &
Abramson LLP, one of the largest law firms specializing in debt collection.
Creditrust uses this law firm for collection work.
J. Barry Dumser, President and Chief Operating Officer--Mr. Dumser joined
Creditrust in 1997 as its General Counsel and was named President and Chief
Operating Officer in December 1999. From 1995 to 1997, Mr. Dumser served as Vice
President, Chevy Chase Bank where he managed the bank's bankruptcy and deceased
processing units and supervised the litigation unit, which supported the
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collection efforts with respect to the Chevy Chase Bank's approximately $5
billion credit card portfolio. From 1994 to 1995, Mr. Dumser served as Vice
President and Counsel to Matterhorn Bank Programs, and from 1990 to 1993, Mr.
Dumser served as Vice President, Commercial Loan Collateral Control, of First
American Bank of Virginia. Mr. Dumser received his BS in Economics from Wharton
School of Finance and Commerce and his MBA from Boston University School of
Management. Mr. Dumser received his JD from the University of Baltimore School
of Law in 1983 and was admitted to the Maryland Bar that same year.
Thomas J. Crotty, Vice President and Chief Information Officer--Mr. Crotty
joined Creditrust in 1999. Prior to joining Creditrust, Mr. Crotty was Vice
President and Chief Information Officer of Commercial Financial Services, Inc.
from 1997 to 1999, served in various senior information technology management
positions with GEICO Insurance Company from 1983 to 1997, and was previously
employed in information technology positions by USAir Group, J.C. Penney, and
GAF. Mr. Crotty has undergraduate and graduate technology management degrees
from the University of Maryland. Commercial Financial Services, Inc. filed for
protection from its creditors under federal bankruptcy laws in December 1998 and
has ceased operations.
Thomas J. Juranich, Vice President, Human Resources--Mr. Juranich has been
serving as our Vice President, Human Resources since March 2000. Mr. Juranich
joined Creditrust in 1999. Prior to joining the organization, Mr. Juranich was
President of Key Operations Center, a wholly-owned subsidiary of Key Bank &
Trust from 1991 to 1999, where he was responsible for finance, marketing,
operations and human resources of the Credit Card Division. From 1986 to 1991 he
was First Vice President of Long Island Savings Bank where he served as head of
Branch Operations for a 50-branch network, and managed their Consumer Lending
Division. From 1970 to 1986 Mr. Juranich managed several areas of the Credit
Card Division for Chemical Bank and served as Vice President of Operations for
that division from 1982 to 1984, and as Vice President of Check Operations from
1984 to 1986.
Steve K. McGill, Vice President, Strategic Initiatives--Mr. McGill
currently serves as Creditrust's Vice President of Strategic Initiatives. Mr.
McGill joined Creditrust as Chief Technology Officer in 1999. Prior to joining
Creditrust, Mr. McGill served as the Senior Director of Information Systems at a
large recovery company. For several years before that he was Chief Information
Officer and Vice President at an early stage Internet company. From 1992 to 1995
he was with Deloitte & Touche's management consulting practice. From 1989 to
1992 he was with Coopers & Lybrand. LLP's Management Consulting Practice. Mr.
McGill received his BS in Agriculture Economics and his MBA from Oklahoma State
University.
Richard J. Palmer, Vice President, Chief Financial Officer and Treasurer--
Mr. Palmer has been Chief Financial Officer of Creditrust since 1996. From 1983
to 1996, Mr. Palmer served as Chief Financial Officer of, and in various other
financial functions for, CRI, Inc., a national real estate investment company
with headquarters in Rockville, Maryland. Prior to CRI, Inc., Mr. Palmer was
with Grant Thornton LLP from 1976 until 1983 and KPMG Peat Marwick from 1973 to
1976. Mr. Palmer has a BS degree in accounting from Florida Atlantic University
in Boca Raton, Florida. He received his Florida certified public accounting
certificate in 1974, and received reciprocity in the District of Columbia in
1976.
William F. Young, Vice President, Recovery--Mr. Young was promoted to Vice
President of Recovery in March 2000 after serving as Recovery Manager from
November 1997 to February 2000. From 1986 to 1997, Mr. Young was employed by
Bally Total Fitness Corporation, where he held the positions of Financial
Services Manager and Administration Manager. Mr. Young earned his MBA at Loyola
College in Baltimore and his BA from Furman University in Greenville, South
Carolina.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
Except as described below, we believe that our directors, executive
officers and stockholders who may own more than 10% of our common stock have
complied with the requirements of the Securities and Exchange Commission to
report ownership and transactions that reflect a change of beneficial ownership.
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Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth the compensation paid by us during the
three-year period ended December 31, 1999 to our Chief Executive Officer and our
other executive officers receiving compensation in excess of $100,000.
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Annual
Compensation
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Name and Principal Position All Other
- --------------------------- Year Salary Bonus Compensation(1)
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Joseph K. Rensin.................................... 1999 $249,995 $ -- $ 1,587
Chairman and Chief Executive Officer 1998 218,846 -- 1,295
1997 150,010 -- --
J. Barry Dumser..................................... 1999 218,955 5,000 2,500
President and Chief Operating Officer 1998 119,250 5,000 --
Richard J. Palmer................................... 1999 150,010 105,000 1,702
Vice President and Chief Financial Officer 1998 150,010 42,584 1,444
1997 150,010 118,589 188
Jefferson B. Moore (2).............................. 1999 150,010 55,000 1,327
Vice President, Acquisitions 1998 150,010 128,728 1,615
1997 138,470 2,000 --
John D. Frey (3).................................... 1999 280,946 -- 13,270(4)
Vice President, Recovery
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________
(1) Represents amounts contributed by us to the individual's accounts in
Creditrust Corporation's 401(k) plan.
(2) Mr. Moore resigned as of April 21, 2000.
(3) Mr. Frey resigned as of December 31, 1999.
(4) Represents the severance payment made to Mr. Frey in connection with his
resignation.
Option Grants in Last Fiscal Year
We did not grant any stock options to our named executive officers in 1999.
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Aggregated Option Exercises in 1999 and
Value of Options at December 31, 1999
The following table sets forth information about outstanding options held
by the named executive officers as of December 31, 1999. Based on the market
price of our common stock on December 31, 1999 ($7.69), none of the unexercised
stock options held by our named executive officers at December 31, 1999 were in
the money.
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Number of Securities
Underlying Unexercised
Shares Acquired on Options Held
Name Exercise (#) Value Realized ($) at Fiscal Year End(1)(#)
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Exercisable Unexercisable
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Joseph K. Rensin -- -- -- --
J. Barry Dumser 3,225 41,313 3,226 9,678
Richard J. Palmer -- -- 25,806 38,710
Jefferson B. Moore 12,903 196,651 12,903 38,710
John D. Frey -- -- 6,451 9,678
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_______________
(1) Includes both "in-the-money" and "out-of-the-money" options.
Employment Agreements
We have an employment agreement with Mr. Palmer. The employment agreement
entitles Mr. Palmer to annual incentive compensation in an amount up to $100,000
in the discretion of the Compensation Committee of our Board of Directors, in
addition to an annual base compensation of $150,000. Further, he is entitled to
all benefits to which our employees generally are eligible, and is subject to a
confidentiality agreement that prohibits him from disclosing our proprietary
information, removing our documents or soliciting other employees for outside
employment for two years after he leaves us. In the event of a breach of the
confidentiality agreement, we are entitled to liquidated damages of $100 per day
for each day the agreement is violated, among other remedies.
Messrs. Palmer, Moore and Frey have each agreed not to compete with us for
three years from the date their termination of their employment, subject to
certain geographic limitations.
Compensation Pursuant to Plans
1998 Stock Incentive Plan. We have reserved a total of 800,000 shares of
common stock for issuance pursuant to the Creditrust Corporation 1998 Stock
Incentive Plan (the "Stock Plan"). The Stock Plan was established to provide
incentives to motivate and retain our key employees. The Stock Plan is
administered by the Compensation Committee of our Board of Directors and
provides for the grant of incentive stock options and non-qualified stock
options, as well as stock appreciation rights, restricted or
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unrestricted stock awards, phantom stock, performance awards, or any combination
of the foregoing. The Compensation Committee is authorized to grant options
under the Stock Plan to all of our eligible employees, including executive
officers. Directors who are not also our employees are eligible for grants under
the Stock Plan. Options granted under the Stock Plan are granted on such terms
and at such prices as are determined by the Compensation Committee, except that
the per share exercise price of incentive stock options granted under the Stock
Plan cannot be less than the fair market value of the common stock on the date
of grant. Each option is exercisable after the period or periods specified in
the option agreement, but no incentive stock option may be exercised after the
expiration of 10 years from the date of grant. No option may be granted under
the Stock Plan after July 29, 2008. Incentive stock options granted to an
individual who owns (or is deemed to own) 10% or more of the total combined
voting power of all classes of stock of Creditrust must have an exercise price
of at least 110% of the fair market value of the common stock on the date of
grant, and a term of no more than five years. Our Board of Directors has the
authority to amend or terminate the Stock Plan, however certain amendments are
subject to stockholder approval.
Currently, there are 800,000 shares of common stock available for issuance
under the Stock Plan, of which 251,359 shares were subject to outstanding
options.
Stock Purchase Plan. We have reserved a total of 100,000 shares of common
stock for issuance pursuant to the Creditrust Corporation 1998 Employee Stock
Purchase Plan (the "Stock Purchase Plan"). The Stock Purchase Plan was
established to promote our long-term success by providing our employees with a
convenient opportunity to become stockholders. Options granted and shares of
common stock purchased under the Stock Purchase Plan are intended to qualify for
the favorable tax treatment for employees available under Section 423 of the
Internal Revenue Code of 1986, as amended.
The Compensation Committee administers the Stock Purchase Plan. Under the
terms of the Stock Purchase Plan, all of our eligible employees would have the
opportunity to purchase common stock through payroll deductions. The purchase
price is determined by the Compensation Committee but in no event will it be
lower than 85% of the lesser of (1) the fair market value of a share of common
stock on the offering date, or (2) the fair market value of a share of common
stock on the purchase date, provided that the price per share is not less than
par value. The fair market value on any offering date shall be the average on
that date of the high and low prices of a share of common stock on the principal
national securities exchange on which the common stock is trading. The maximum
number of shares for which each employee may purchase options in each annual
period is determined by the Compensation Committee prior to the commencement of
each offering period. The Stock Purchase Plan limits purchases to $25,000 per
participant for each calendar year. The aggregate amount of shares of common
stock that have been reserved under the Stock Purchase Plan is subject to
adjustment for recapitalization, stock dividend, reorganization, merger,
consolidation or other changes in capital affecting the common stock.
Directors Compensation
Our directors who are also employees do not receive additional compensation
for their services as directors. Our non-employee directors receive annual
director compensation consisting of shares of common stock with a value of
$10,000 pursuant to our 1998 Stock Incentive Plan and $5,000 in cash. Each non-
employee director receives $1,500 for each Board meeting attended in person and
$500 for each Board meeting attended telephonically. In addition, each non-
employee director receives $500 for each committee meeting attended in person
and $300 for each committee meeting attended telephonically. Non-employee
directors also are reimbursed for expenses incurred to attend meetings of the
Board of Directors and its committees.
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Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table provides information regarding the beneficial ownership
of our common stock, as of April 20, 2000 by: (1) each person known by us to
own beneficially more than 5% of our common stock; (2) each of our directors;
(3) each of our current named executive officers; and (4) our directors and
executive officers as a group. Except as otherwise indicated, to our knowledge,
the beneficial owners of the common stock listed below have sole investment and
voting power with respect to such shares.
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Shares Beneficially
Owned
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Name of Beneficial Owner(1) Number(2) Percent
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Joseph K. Rensin................................................... 5,191,289 49.7%
Michael S. Witlin(3)............................................... 13,934 *
Stuart Wolpoff..................................................... --- ---
J. Barry Dumser(4)................................................. 3,426 *
Richard J. Palmer(5)............................................... 26,756 *
SAFECO Asset Management Company(6)................................. 672,825 6.4
Wanger Asset Management, L.P.(7)................................... 880,000 8.4
Whippoorwill Associates, Inc. (8).................................. 618,069 5.6
All directors and executive officers as a group 5,265,153 50.1
(9 persons).......................................................
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* Less than 1%.
(1) Unless otherwise specified, the address of these persons is c/o Creditrust
Corporation, 7000 Security Boulevard, Baltimore, Maryland 21244.
(2) We use the SEC's definition of beneficial ownership. This means that the
persons named in this table have sole or shared voting and/or investment
power over the shares shown. Beneficial ownership also includes shares
underlying options or warrants currently exercisable or exercisable within
60 days.
(3) Includes 1,031 shares of our common stock and 12,903 shares of common stock
issuable upon the exercise of options.
(4) Includes 200 shares of our common stock and 3,226 shares of common stock
issuable upon the exercise of options.
(5) Includes 950 shares of our common stock and 25,806 shares of common stock
issuable upon the exercise of options.
(6) This information is based upon an amended Schedule 13G filed with the SEC on
January 28, 2000 by SAFECO Corporation, SAFECO Asset Management Company and
SAFECO Common Stock Trust as joint filers. The SAFECO entities share the
power to vote or dispose of 672,825 shares of our common stock. The address
for the SAFECO entities is 601 Union Street, Suite 2500, Seattle, Washington
98101.
(7) This information is based upon a Schedule 13G filed with the SEC on February
11, 2000 by Wanger Asset Management, L.P., Wanger Asset Management Ltd. and
Acorn Investment Trust as joint filers. The Wanger entities share the power
to vote or dispose of 880,000 shares of our common stock. The address for
the Wanger entities is 227 West Monroe Street, Suite 3000, Chicago, Illinois
60606.
(8) Represents warrants to purchase 618,069 shares of our common stock. This
information is based upon a Schedule 13G filed with the SEC on April 20,
2000 by Whippoorwill Associates, Inc., Shelley F. Greenhaus, David H.
Strumwasser, Shelby S. Werner, Vega Partners III, L.P., Vega Partners IV,
L.P., Vega Offshore Fund and Whippoorwill Profit Sharing Plan as joint
filers. The address for the Whippoorwill entities is 11 Martine Avenue,
White Plains, New York 10606.
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Item 13. Certain Relationships and Related Transactions
In March 2000, we borrowed $648,000 from Joseph K. Rensin, our Chairman of
the Board and Chief Executive Officer, pursuant to a short-term note. The
proceeds of the note were used to pay an obligation of Creditrust under its
revolving credit facility. The note matured on April 16, 2000 and bears
interest at 6% per annum, payable upon maturity. We have not repaid any
principal or interest due under the note and, as a result, the note currently
bears interest at 24% per annum.
In December 1999, we sold receivables to Platinum Financial Services
Corporation, a company with which Stuart Wolpoff, one of our directors, is
affiliated. We received $4.3 million in proceeds in the transaction. The
transaction was concluded on terms at least as favorable as with third parties
and was approved by a majority of the disinterested directors.
During 1999, we paid contingent legal fees on collections of receivables
placed with Wolpoff & Abramson, L.L.P., a law firm at which Mr. Wolpoff is a
principal, amounting to less than five percent of the receipts of the firm.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report on Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Baltimore, State of Maryland, on May 2, 2000.
CREDITRUST CORPORATION
By: /s/ Joseph K. Rensin
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Joseph K. Rensin
Chairman of the Board and
Chief Executive Officer
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