<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[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 transition period from to
----- -----
Commission file number 000-26031
EURO TRADE & FORFAITING, INC.
(Exact name of Registrant as specified in its charter)
Utah 87-0571580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 King Street, Third Floor, London, England, EC2V 8EA
(Address of principal executive offices)
(0171) 776 4600
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date:
Class Outstanding at May 10, 2000
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Common Stock, $0.001 16,945,224
par value
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<PAGE> 2
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent that they are not based on
historical events, constitute forward-looking statements. Forward-looking
statements include, without limitation, statements regarding the outlook
for future operations, forecasts of future costs and expenditures,
evaluation of market conditions, the outcome of legal proceedings, the
adequacy of reserves, or other business plans. Investors are cautioned
that forward-looking statements are subject to an inherent risk that
actual results may vary materially from those described herein. Factors
that may result in such variance, in addition to those accompanying the
forward-looking statements, include changes in interest rates, prices, and
other economic conditions; actions by competitors; natural phenomena;
actions by government authorities; uncertainties associated with legal
proceedings; technological development; future decisions by management in
response to changing conditions; and misjudgments in the course of
preparing forward-looking statements.
PART I. FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
EURO TRADE & FORFAITING, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2000
(Unaudited)
<PAGE> 3
EURO TRADE & FORFAITING, INC.
Consolidated Balance Sheets
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
March 31, 2000 June 30, 1999
-------------- -------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 15,759 $ 9,927
Cash - compensating balances 1,905 13,148
Interest receivable 214 1,337
Note receivable from an affiliate 5,000 -
Forfaiting assets - net of allowance 6,300 17,157
Investments in marketable securities - 1,100
Other assets and prepaid expenses 21 106
-------------- -------------
Total current assets 29,199 42,775
Property and equipment - net 26 55
-------------- -------------
Total assets $ 29,225 $ 42,830
============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and bank overdraft $ 1,022 $ 10,598
Accrued expenses 130 425
Bank loan payable 5,920 7,477
-------------- -------------
Total current liabilities 7,072 18,500
Loan payable - net of current
portion 28 24
-------------- -------------
Total liabilities 7,100 18,524
-------------- -------------
Shareholders' equity
Common stock, $0.001 par value,
50,000 shares authorized; 16,945
shares issued and outstanding at
March 31, 2000 and June 30, 1999 17 17
Additional paid-in capital 25,264 25,264
Deficit (2,812) (630)
Receivable from shareholder (344) (345)
-------------- -------------
Total equity 22,125 24,306
-------------- -------------
$ 29,225 $ 42,830
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</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
EURO TRADE & FORFAITING, INC.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Nine For the Nine
Months Ended Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Revenue $ 1,435 $ 5,901
Cost of revenue
Interest 437 608
Provision for loss 537 -
-------------- --------------
Total cost of revenue 974 608
-------------- --------------
Gross profit 461 5,293
Selling, general and
administrative expenses 2,643 1,782
-------------- --------------
Net (loss) income $ (2,182) $ 3,511
============== ==============
Basic and diluted (loss)
earnings per share $ (0.13) $ 0.24
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
EURO TRADE & FORFAITING, INC.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Revenue $ (222) $ 1,823
Cost of revenue
Interest 128 160
Provision for loss 537 -
-------------- --------------
Total cost of revenue 665 160
-------------- --------------
Gross (loss) profit (887) 1,663
Selling, general and
administrative expenses 420 628
-------------- --------------
Net (loss) income $ (1,307) $ 1,035
============== ==============
Basic and diluted (loss) earnings
per share $ (0.08) $ 0.07
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
EURO TRADE & FORFAITING, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
For the Nine For the Nine
Months Ended Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities
Net (loss) income from operations $ (2,182) $ 3,511
Adjustments to reconcile net (loss)
income to net cash provided by
operating activities
Unrealized loss on investments 15 -
Write off of investments 1,100 -
Amortization 29 29
Provision for loss 537 -
Changes in current assets and
liabilities
Interest receivable 1,123 (460)
Forfaiting assets 10,320 1,235
Other assets and prepaid expenses 85 998
Accounts payable and overdraft (9,591) 2,209
Accrued expenses (295) (559)
Marketable securities - (1,100)
------------ -----------
Net cash provided by operating
activities 1,141 5,863
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Cash Flows from Investing Activities
Note receivable (5,000) -
------------ -----------
Net cash used in investing
activities (5,000) -
Cash Flows from Financing Activities
Receivable from shareholders 1 -
Repayment of bank loan (1,553) (3,034)
Decrease in compensating
cash balances 11,243 32
------------ -----------
Net cash provided by (used in)
financing activities 9,691 (3,002)
------------ -----------
Increase in cash and cash equivalents 5,832 2,861
Cash and cash equivalents,
beginning of period 9,927 13,325
------------ -----------
Cash and cash equivalents,
end of period $ 15,759 $ 16,186
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 7
EURO TRADE & FORFAITING, INC.
Notes to Consolidated Financial Statements
March 31, 2000
(Unaudited)
Note 1. Basis of Presentation
The interim period consolidated financial statements contained herein
include the accounts of Euro Trade & Forfaiting, Inc. and its subsidiary
(collectively, the "Company").
The interim period consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the U.S. Securities
and Exchange Commission (the "SEC"). Certain information and footnote
disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such SEC rules and regulations. The
interim period consolidated financial statements should be read together
with the audited financial statements and the accompanying notes included
in the Company's latest annual report on Form 10-K for the fiscal year
ended June 30, 1999. In the opinion of the Company, the unaudited
consolidated financial statements contained herein contain all adjustments
necessary to present a fair statement of the results of the interim
periods presented.
Note 2. (Loss) Earnings Per Share
Basic (loss) earnings per share is computed by dividing (loss) income
available to common shareholders by the weighted average number of common
shares outstanding in the period. Diluted (loss) earnings per share takes
into consideration common shares outstanding (computed under basic
earnings per share) and potentially dilutive common shares.
Note 3. Forfaiting Assets
Forfaiting is a method of financing international trade. The Company
purchases from an exporter the debt due from an importer when credit is
required. The debt is usually evidenced by a series of negotiable
financial instruments such as promissory notes or by deferred payment
letters of credit opened by a bank. The notes are usually guaranteed by a
bank in the importer's country and, subject to the quality of the
guarantor, become marketable amongst international banks and other
financial institutions. In forfaiting, the notes are purchased without
recourse to the exporter.
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
Disclosure about Fair Value of Financial Instruments. The estimated fair
value amounts have been determined by the Company and independent experts
using available market information and appropriate valuation
methodologies.
The fair value of the non-impaired financial instruments approximates
carrying value due to the short-term maturity of the instruments. The
fair value of the non-impaired financial instruments is (in thousands)
$6,299 and $15,676 at March 31, 2000 and June 30, 1999, respectively.
<PAGE> 8
Management makes regular credit reviews of the forfaiting portfolio on an
individual loan basis. Past experience, current economic conditions and
problems associated with borrowers are all factors in determining the
adequacy of the allowance for losses. The allowance is increased by
provision charged to operating expense, and reduced by recoveries and
charge-offs.
The following disclosure of the financial instruments which are impaired
is made in accordance with the requirements of SFAS No. 118, Accounting by
Creditors for Impairment of a Loan - Income Recognition and Disclosures.
The carrying value of the impaired financial instruments is measured at
fair value.
The fair value of the impaired financial instruments is as follows (in
thousands):
<TABLE>
<CAPTION>
March 31, June 30,
2000 1999
---------- ---------
(unaudited)
<S> <C> <C>
Recorded investments in impaired
financial instruments $ 1,000 $ 8,221
Less allowance for losses (999) (6,740)
---------- ---------
Fair value of impaired
financial instruments $ 1 $ 1,481
========== =========
</TABLE>
The activity in the allowance for losses account is as follows (in
thousands):
<TABLE>
<CAPTION>
March 31, June 30,
2000 1999
----------- ---------
(unaudited)
<S> <C> <C>
Beginning balance $ 6,740 $ 7,018
Provision for loss 537 -
Reductions - sale of asset (6,278) (278)
----------- ---------
Ending balance $ 999 $ 6,740
=========== =========
</TABLE>
The Company does not accrue interest on its impaired financial
instruments. Therefore, no interest income was recognized during the
impairment period. Any cash receipts on these financial instruments are
recorded as income when collected.
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The following information discussion and analysis of the financial
condition and results of operation of the Company for the nine month
period ended March 31, 2000 should be read in conjunction with the
consolidated financial statements and related notes included elsewhere
herein.
Results of Operations - Nine Months Ended March 31, 2000
Revenues for the nine month period ended March 31, 2000 decreased by 76%
to $1.4 million from $5.9 million for the comparative period of 1999,
primarily as a result of a reduction in trading activity due to
deteriorating market conditions, which resulted in a decrease in the
portfolio of forfaiting assets and an increase in cash and cash
equivalents. Revenue in the nine month period ended March 31, 2000 arose
from the sale of Indonesian and Turkish assets and proceeds received from
other assets held to maturity. The Indonesian assets were sold in the
period due to deteriorating market conditions.
Cost of revenues increased by 60% for the nine month period ended March
31, 2000 to $1.0 million from $0.6 million in the comparative period of
1999, as a result of an additional provision for loss on a forfaiting
asset.
Selling, general and administrative expenses for the nine month period
ended March 31, 2000 increased to $2.6 million from $1.8 million in the
same period in 1999, primarily as a result of a $1.1 million write-off of
marketable investments.
The Company had net loss of $2.2 million, or $0.13 per share, for the nine
month period ended March 31, 2000, compared to net income of $3.5 million,
or $0.24 per share, for the comparative period of 1999.
No tax provision has been made for the nine month period ended March 31,
2000 or for the fiscal year ended June 30, 1999, based on pre-tax
operation losses. The Company pays taxes under both United Kingdom and
United States tax laws.
Results of Operations - Three Months Ended March 31, 2000
Revenues for the three month period ended March 31, 2000 decreased to
($0.2 million) from $1.8 million for the comparative period of 1999,
primarily as a result of a loss in trading activity due to deteriorating
market conditions, which resulted in a decrease in the portfolio of
forfaiting assets and an increase in cash and cash equivalents.
Cost of revenues increased by 316% for the three month period ended March
31, 2000 to $665,000 from $160,000 in the comparative period of 1999, as a
result of an additional provision for loss on a forfaiting asset.
<PAGE> 10
Selling, general and administrative expenses for the three month period
ended March 31, 2000 decreased 33% to $0.4 million from $0.6 million in
the same period in 1999, primarily as a result of a concentrated cost
reduction program introduced by new management.
The Company had net loss of $1.3 million, or $0.08 per share, for the
three month period ended March 31, 2000 compared to net income of $1.0
million, or $0.07 per share, for the comparative period of 1999.
Liquidity and Capital Resources
Short term trading investments and related short-term borrowings are
reported as cash flow from operating activities. Working capital at March
31, 2000 was $22.1 million compared to $24.3 million at June 30, 1999.
This 9% decrease in working capital is attributable to a $5.4 million
decrease in cash and compensating cash balances and a $10.9 million
decrease in forfaiting assets, reflecting the sale and maturity of assets
during the quarter with no corresponding further acquisition of assets and
an additional provision for loss on a forfaiting asset. Partially
offsetting the decrease in working capital was a $5.0 million note
receivable from an affiliate and a reduction of $9.6 million in accounts
payable and bank overdraft.
Net cash provided by operating activities for the nine month period ended
March 31, 2000 was $1.1 million compared to $5.9 million in the same
period in 1999. This was due primarily to a decrease in assets offset by a
reduction in accounts payable and bank overdraft.
Net cash provided by financing activities for the nine month period ended
March 31, 2000 was $9.7 million compared to $3.0 million used in the same
period in 1999. This was due primarily to an $11.2 million decrease in
compensating cash balances during the nine month period ended March 31,
2000.
Cash and cash equivalents increased to $15.8 million at March 31, 2000
from $10.0 million at June 30, 1999.
At March 31, 2000 the Company had total assets of $29.2 million and
shareholders' equity of $22.1 million, compared to total assets of $42.8
million and total shareholders' equity of $24.3 million in the same period
in 1999.
Foreign Currency
Substantially all of the Company's operations are conducted in
international markets and its consolidated financial results are subject
to foreign currency exchange rate fluctuations. Approximately 97% of the
Company's cash and cash equivalents are denominated in U.S. dollars, while
approximately 88% of the Company's forfaiting assets and 95% of its
current liabilities are denominated in deutschmarks.
<PAGE> 11
Since substantially all of the Company's revenues are received in
deutschmarks, the financial position of the Company for any given period,
when reported in U.S. dollars, can be significantly affected by the
exchange rates prevailing during that period.
The Company does not currently enter into any currency hedging
arrangements for exchange rate fluctuations.
Year 2000
The Company has not experienced any difficulties associated with the
changeover to the year 2000. While management of the Company believes that
it took adequate steps to address the year 2000 issue, and the Company is
not aware of any difficulties experienced by its clients associated with
the changeover to the year 2000, there can be no assurance that
difficulties associated with the year 2000 issue may not arise in the
future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to the Company's annual report on Form 10-K for the year
ended June 30, 1999 for information concerning market risk. The Company
is of the opinion that there were no material changes in market risk since
June 30, 1999.
<PAGE> 12
PART II. OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
The Company is not presently subject to any material legal proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
- ------- -----------
27 Article 5 - Financial Data Schedule for the 3rd
Quarter 2000 Form 10-Q.
(b) Reports on Form 8-K
The Company filed the following reports with respect to the indicated
items:
Form 8-K dated March 7, 2000:
Item 4. Changes in Registrant's Certifying Accountant.
Item 5. Other Events.
Form 8-K/A dated March 7, 2000:
Item 4. Changes in Registrant's Certifying Accountant.
Item 5. Other Events.
<PAGE> 13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 11, 2000
EURO TRADE & FORFAITING, INC.
By: /s/ Michael J. Smith
-----------------------------
Michael J. Smith, President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
- ---------- -----------
27 Article 5 - Financial Data Schedule for the 3rd
Quarter 2000 Form 10-Q.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
consolidated financial statements and notes included in this Form 10-Q and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 15,759
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 29,199
<PP&E> 26
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,225
<CURRENT-LIABILITIES> 7,072
<BONDS> 28
0
0
<COMMON> 17
<OTHER-SE> 22,108
<TOTAL-LIABILITY-AND-EQUITY> 29,225
<SALES> 0
<TOTAL-REVENUES> 1,435
<CGS> 974
<TOTAL-COSTS> 974
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,182)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,182)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,182)
<EPS-BASIC> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
