<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
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 NO.: 0-25174
SIRROM CAPITAL CORPORATION
(exact name of Registrant as specified in its charter)
TENNESSEE 62-1583116
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
500 CHURCH STREET
SUITE 200
NASHVILLE, TENNESSEE 37219
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (615) 256-0701
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
COMMON STOCK, NO PAR VALUE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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 periods as 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 or any amendment to this
Form 10-K. [ ]
On February 5, 1999, the aggregate market value of the Registrant's common stock
held by nonaffiliates of the Registrant was approximately $249,317,560 based
upon a closing price of the Registrant's common stock of $8.00 on that date and
assuming executive officers and directors of the Registrant are affiliates. On
February 5, 1999, there were 37,229,196 shares of the Registrant's common stock,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain exhibits previously filed with the Securities and Exchange Commission
are incorporated by reference into Part IV.
<PAGE> 2
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following analysis of the financial condition and results of
operations of Sirrom should be read in conjunction with the Selected Financial
Data, Sirrom's Financial Statements and the Notes thereto and the other
financial data included elsewhere in this Report. The financial information
provided below has been rounded in order to simplify its presentation. However,
the ratios and percentages provided below are calculated using the detailed
financial information contained in the Financial Statements and the Notes
thereto and the financial data included elsewhere in this Report. The financial
information contained herein has been restated to reflect the operations of
Harris Williams as an unconsolidated subsidiary of Sirrom accounted for by the
equity method of accounting in conformity with the requirements of the 1940 Act.
OVERVIEW
2
<PAGE> 3
Sirrom's principal investment objectives are to achieve a high level of
income by collecting interest and processing and financial advisory fees and
long-term growth in its shareholders' equity through the appreciation in value
of equity interests in its portfolio companies. Sirrom's loans are typically
secured debt with relatively high fixed interest rates accompanied by warrants
to purchase equity securities of the borrower. in addition to interest on
investments, Sirrom also typically collects an up-front processing fee on each
loan it originates. Harris Williams typically obtains a monthly retainer fee for
each transaction for which it is retained and, in addition, a success fee when
the transaction is consummated.
RESULTS OF OPERATIONS
Sirrom's financial performance in the statements of operations included
in the financial statements and accompanying notes consists of four primary
elements. The first is "net operating income," which is Sirrom's income from
interest, dividends, fees and Harris Williams' pretax income, minus its total
operating expenses, including interest expense. The second element is "net
realized gain (loss) on investments," which is the proceeds received from the
disposition of portfolio assets minus their stated costs at the beginning of the
period. The third element is the "change in unrealized appreciation
(depreciation) of investments," which is the net change in the fair values of
Sirrom's portfolio assets compared with their fair values at the beginning of
the period or their stated costs, as appropriate. Generally, "net realized gain
(loss) on investments "and "change in unrealized appreciation (depreciation) of
investments" are inversely related. When an appreciated asset is sold to realize
a gain, a decrease in unrealized appreciation occurs since the gain associated
with the asset is transferred from the "unrealized" category to the "realized"
category. Conversely, when a loss is realized on a depreciated portfolio asset,
the reclassification of the loss from "unrealized" to "realized" causes an
increase in unrealized appreciation and an increase in realized loss. The fourth
element is "provision for income taxes," which primarily consists of taxes on
the pre-tax income of Harris Williams.
Fiscal Years Ended December 31, 1998, 1997 and 1996
Net Operating Income. During the year ended December 31, 1998, Sirrom
earned interest on investments of $63.5 million, a 53.7% increase over the $41.3
million earned in 1997, which in turn was an 69.3% increase over the $24.4
million earned in 1996. The increases in interest income are a result of
increases in the average dollar amount of loans outstanding during the
applicable
3
<PAGE> 4
periods. Sirrom also collects an up-front processing fee for each loan it
originates. During fiscal 1998, Sirrom collected $7.2 million in processing and
other fees, a 2.9% increase over the $7.0 million collected in 1997, which in
turn was a 118.7% increase over the $3.2 million collected in 1996. The modest
increase in processing and other fees in 1998 are a result of the modest
increase in the dollar amount of loans originated during 1998. The large
increase in processing fees collected in 1997 over 1996 was a result of the
large increase in loans originated in 1997 as compared to 1996. In the first
quarter of 1999, Sirrom intends to change its accounting for processing fees.
This change will entail amortizing processing fees over the life of the
investment. While the change will not affect the amount of processing fees
collected, it will significantly reduce the amount of processing fee income
recognized over the next several years. The reduction will be significant
because fees collected in previous years have been fully recognized and
therefore will have no impact on income in future years. However, after this
transition period, the ratio of fee income to new loan originations should
return to historical levels because a portion of processing fees collected in
prior years will be recognized as income in the current year.
Sirrom's loan portfolio increased to $477.1 million at December 31,
1998, an increase of 15.8% from $412.0 million at December 31, 1997, which in
turn was an increase of 86.0% from $221.5 million at December 31, 1996. The
$301.8 million of loans originated during fiscal 1998 was a 6.9% increase over
the $282.4 million of loans originated during fiscal 1997, which in turn was a
113.9% increase over the $132.0 million of loans originated in 1996. The decline
in growth of originations in 1998 as compared to 1997 loan originations was a
result of management's decision to slow growth as described in more detail in
the section entitled "Portfolio Turnover and Credit Quality." The weighted
average interest rate charged on the loan portfolio at December 31, 1998 was
13.25% as compared to 13.28% and 13.18% at December 31, 1997 and 1996,
respectively. Sirrom also earned income from miscellaneous sources in an amount
equal to $34,000 in 1998, $61,000 in 1997, and $119,000 in 1996, primarily from
interest paid on loans to employees made in connection with purchases of common
stock of Sirrom.
Sirrom's interest expense increased to $17.3 million in 1998, a 76.5%
increase over the $9.8 million paid in 1997, which in turn was an 18.1% increase
over the $8.3 million paid in 1996. The increase in interest expense from 1996
to 1998 was primarily attributable to an increase in the average amount
outstanding under Sirrom's two revolving credit facilities and from the SBA.
Sirrom's total borrowings were $250.0 million on December 31, 1998, $214.3
million on December 31, 1997, and $120.9 million on December 31, 1996.
Overhead and amortization of borrowing costs totaled $15.8 million in
1998, $9.2 million in 1997, and $5.5 million in 1996. These increases can be
largely attributed to the increase in the number of employees from 24 in
December 1996 to 61 in December 1998 (excluding Harris Williams employees), the
opening of additional offices and increased borrowings. Overhead expenses as a
percentage of average assets was 2.5%, 2.1%, and 2.0% for 1998, 1997 and 1996,
respectively. The increase in these percentages in 1998 was largely the result
of management's decision to reduce loan originations during the last half of the
year and an expected one to two quarter lag in related expense reductions.
During 1998, Harris Williams had revenues of $12.5 million, an increase
of 26.3% over $9.9 million in 1997, which in turn was a 47.8% increase over $6.7
million in 1996. During 1998, Harris Williams had pre-tax income of $3.8
million, an increase of 2.7% over $3.7 million in 1997, which was in turn a
12.1% increase over $3.3 million in 1996. The modest increase in 1998 was due to
an increase in the size of the fees received on the transactions on which Harris
Williams provided advisory services and the increase in 1997 was due to an
increase in the number of transactions closed. Harris Williams provided advisory
services on 14 transactions that closed during 1998, and 15 transactions in
1997, and 13 transactions during 1996. Income taxes of $1.1 million, $825,000
and $207,000 were provided on Harris Williams' pre-tax income in 1998, 1997 and
1996, respectively.
Realized Gain (Loss) on Investments. Sirrom's net realized loss on
investments was $61.4 million during the year ended December 31, 1998 compared
to a net realized gain on investments of $10.7 million and $9.5 million during
4
<PAGE> 5
the years ended December 31, 1997, and 1996, respectively. Realized losses for
1998 were $84.0 million offset in part by $22.6 million in realized gains.
Approximately one third of the net realized loss for the year ended December 31,
1998 was attributable to loans to two borrowers, Saraventures Fixtures, Inc. and
Precision Panel Products, Inc., whose manufacturing operations were consolidated
during 1998 as part of a restructuring strategy that was ultimately unsuccessful
and another third was attributable to the final resolution of loans that had
been graded 4, 5 or 6 for at least one year. The net realized loss for 1998 was
also increased by the reduction in realized gains during the second half of
1998. As a result of the decline in stock market valuations in the second half
of 1998 and the virtual cessation of initial public offerings that followed.
The following table sets forth the details of realized gains and losses that
occurred during the year ended December 31, 1998.
Schedule of realized gains (losses) for the year ended December 31, 1998.
<TABLE>
<CAPTION>
Year Ended
December 31,
1998
--------------
(in thousands)
<S> <C>
Vista Information Solutions, Inc. common stock $ 4,246
Hoveround Corporation warrants 4,100
Network Event Theaters, Inc. common stock 3,374
Master Graphics, Inc. common stock 2,203
NOVA Corporation common stock 1,360
Multimedia Learning, Inc. warrant 1,170
Towne Services, Inc. common stock 1,116
Hunt Leasing & Rental Corporation warrants 598
Bohdan Automation, Inc. warrants 477
PMTS Services, Inc. warrants 469
Atlantic Security Systems, Inc. warrants 434
QuadraMed Corporation common stock 357
Merge Technologies, Inc. common stock 355
Patton Management Corporation warrants 303
Voice FX Corporation common stock 245
Family Golf Centers, Inc. common stock 237
CellCall, Inc. common stock 228
Global Marine Electronics, Inc. warrants 200
Skillmaster, Inc. warrant 200
Protect America, Inc. warrants 185
Outdoor Promotions, LLC warrants 182
UOL Publishing, Inc. common stock 173
Quadravision Communications Limited warrant 156
Video Update common stock 99
Encore Medical corporation stock 17
Just Vacations, Inc. Foreign Exchange loan (59)
Fypro, Inc. loan (79)
Sherwood, Inc. preferred stock (100)
Miscellaneous (110)
Assured Power, Inc. loan (200)
Valdawn Watch Company preferred stock (240)
BankCard Services, Inc. loan (277)
Hydrofuser Industries, Inc. loan (295)
Home Link Services, Inc. loan (298)
TCOM Systems, Inc. loan (346)
National Health Systems, Inc. loan (420)
H.S.A. International other investment (441)
KWC Management Co., LLC loan (500)
Sherwood, Inc. loan (500)
Sirvys Systems loan (704)
C.J. Spirits, Inc. loan (758)
Daxxes Corporation loan (848)
SWS6, Inc. loan (994)
</TABLE>
5
<PAGE> 6
Schedule of realized gains (losses) for the year ended December 31, 1998
- -- (continued)
<TABLE>
<CAPTION>
Year Ended
December 31,
1998
-------------
(in thousands)
<S> <C>
Home Link Services, Inc. preferred stock (1,000)
Newfoundland Career Academy, Ltd. loan (1,160)
Champion Glove Manufacturing, Inc. loan (1,250)
Hancock Company other investment (1,400)
Workout expenses (1,538)
NRI Service and Supply, L.P. loan (1,550)
IJL Holdings, Inc. loan (1,600)
IOL 2000/Suncoast Medical Group loan (1,628)
Wearever Health Products, LLC loan (1,650)
Saraventures Fixtures, Inc. preferred stock (1,659)
Multimedia 2000, Inc. common and preferred stock (2,085)
Aero Products Corporation loan (2,300)
Nationwide Engine Supply, Inc. loan (2,300)
Summit Publishing Group, Ltd loan (2,375)
Vision 2000, Inc. loan (2,403)
Amscot Holdings, Inc. loan (2,437)
SWS6, Inc. preferred stock (2,449)
GC Management, Inc. loan (2,500)
Valdawn Watch Company loan (3,022)
Digital Transmission Systems, Inc. loan (3,500)
Vision 2000, Inc. common and preferred stock (4,247)
Fypro, Inc. preferred stock (4,659)
Fulcrum Direct, Inc. loan (5,000)
Mesa International, Inc. loan (5,667)
Saraventures Fixtures, Inc. loan (8,478)
Precision Panel, Inc. loan (8,892)
--------
$(61,434)
========
</TABLE>
Change in Unrealized Appreciation (Depreciation) of Investments. For
the year ended December 31, 1998, Sirrom recorded a change in unrealized
depreciation of $55.3 million. Sirrom recorded change in unrealized depreciation
of investments of $1.6 million in 1997 and change in unrealized appreciation of
investments of $2.6 million in 1996. The significant change in unrealized
depreciation for 1998 was the result of the increase in the number and dollar
amount of loans (from $76.7 million to $136.5 million) graded 4, 5 and 6 at
December 31, 1998 versus December 31, 1997, and the additional unrealized
depreciation taken against loans in those categories based upon with Sirrom's
experience in 1998 that the amount ultimately recovered on loans graded 4, 5 and
6 was less than previously anticipated.
The following table sets forth information regarding changes in unrealized
appreciation (depreciation) of investments made during the year ended December
31, 1998.
<TABLE>
<CAPTION>
Year Ended
December 31,
1998
-------------------
(in thousands)
<S> <C>
LOANS:
2021 Interactive, LLC $ (1,250)
Action Sports Group, LLC (750)
Affinity Fund, Inc. (1,000)
Air Age Services of San Antonio, Inc. (500)
Altris Software, Inc. (2,571)
Capital Network Systems, Inc. (1,000)
Amscot Holdings, Inc. (900)
Assured Power, Inc. 150
Auburn International, Inc. (2,375)
Avionics Systems, Inc. (1,500)
B & N Company, Inc. (2,600)
Bankcard Services Corporation 150
BroadNet, Inc. (1,750)
Bug Z., Inc. (1,500)
</TABLE>
6
<PAGE> 7
Schedule of significant unrealized appreciation (depreciation) for the year
ended December 31, 1998 -- (continued)
<TABLE>
<CAPTION>
Year Ended
December 31,
1998
-------------
(in thousands)
<S> <C>
LOANS: CONTINUED
Caldwell/VSR, Inc. (125)
Cardiac Control Systems, Inc. (500)
Carter Kaplan Holdings, LLC 549
Cedaron Medical, Inc. (500)
Champion Glove Manufacturing Co., Inc. 1,200
C.J. Spirits, Inc. 650
Compass Plastics & Technologies, Inc. (6,686)
Compression, Inc. (4,350)
Corporate Link, Inc. (325)
Cover-All Technologies, Inc. (2,700)
Cybo Robotics, Inc. (275)
Cytech Systems, Inc. (1,240)
Dalts, Inc. (500)
Data National Corporation (425)
Digital Transmission Systems, Inc. (500)
DynaGen, Inc. (900)
Ergobilt, Inc. (1,800)
Executrain (250)
Express Shipping Centers, Inc. (2,150)
Fortrend Engineering Corp. (1,000)
Fypro, Inc. 150
GC Management, Inc. 250
Gloves, Inc. (1,500)
Good Food Fast Companies, The (2,600)
Great Train Store Company (750)
H.S.A. International, Inc. other investment 250
Hancock Company other investment 1,250
Hunt Industries (100)
IOL 2000, Inc. 1,225
Jim Bridges Acquisition Company (1,500)
KOS Corp. Industries (200)
KWC Management Company, LLC 450
Leisure Clubs International, Inc. (350)
M.A.P.A., Inc. (2,325)
MCG, Inc. (150)
Mead-Higgs Company, Inc. (1,400)
Multimedia 2000, Inc. (4,050)
National Health Systems, Inc. 300
Nationwide Engine Supply, Inc. (100)
NRI Service & Supply L.P. (400)
Omni Home Medical, Inc. (450)
One Call Comprehensive Care, Inc. (1,475)
Pacific Linen, Inc. (2,000)
Pipeliner Systems, Inc. 100
Recompute Corporation (600)
Reef Chemical Company, Inc. (1,500)
Rynel Ltd., Inc. (700)
Saraventures Fixtures, Inc. 3,500
SFG Technologies Inc. (125)
Sheet Metal Specialties, Inc. (325)
Smartchoice Automotive Group, Inc. (650)
Southern Specialty Brands, Inc. (175)
Street Level Media Inc. (225)
SWS3, Inc. other investment (250)
TAC Systems, Inc. (900)
Talent Metal Products (2,300)
Telecontrol Systems, Inc. (200)
Teltronics, Inc. (687)
Tie & Track Systems, Inc. (750)
Toccoa Associates, LLC (325)
Tulsa Industries, Inc. (3,000)
Umbrellas Unlimited, LLC (150)
Universal Automotive Industries, Inc. (1,125)
Valdawn Watch Company 635
Vision 2000, Inc. 250
Wearever Health Products, LLC (500)
Wolfgang Puck Food Company, Inc. (500)
Workout expenses other investment (350)
Other Loans (236)
</TABLE>
7
<PAGE> 8
Schedule of significant unrealized appreciation (depreciation) for the year
ended December 31, 1998 -- (continued)
<TABLE>
<CAPTION>
Year Ended
December 31,
1998
-------------
(in thousands)
<S> <C>
PRIVATE COMPANY EQUITY SECURITIES:
Bravo Corporation common stock (350)
DentalCare Partners, Inc. common stock (300)
Front Royal, Inc. common stock 150
Fypro, Inc. preferred stock 611
Home Link, Inc. preferred stock 250
Multimedia 2000, Inc. preferred stock 1,973
PaySys International, Inc. common stock (175)
Pipeliner Systems, Inc. preferred stock 200
Potomac Group, Inc. common stock 3,901
Potomac Group, Inc. preferred stock (1,000)
Recycling Technologies, Inc. preferred stock (1,050)
Saraventures Fixtures, Inc. preferred stock 1,659
Valdawn Watch Co., Inc. preferred stock 240
Vision 2000, Inc. common stock (175)
Vision 2000, Inc. preferred stock 1,375
Zahren Alternative Power Corp. common stock 165
Zahren Alternative Power Corp. preferred stock (100)
Other Private Company Equity Securities (65)
PRIVATE COMPANY WARRANTS:
American Rockwool Acquisition Corp. 675
Anton Airfoods, Inc. 350
Auburn International, Inc. (150)
CF Data Corp. (150)
Check into Cash, Inc. 3,839
CMHC Systems, Inc. 200
Columbus Medical Holdings, LLC 300
Co-Mack Technologies, Inc. (400)
CSM, Inc. 150
Data National Corporation (450)
Dyntec, Inc. 350
Endeavor Technologies, Inc. 5,025
Entek Scientific Corporation (350)
Express Shipping Centers, Inc. (262)
FaxNet Corporation 325
Front Royal, Inc. 350
GerAssist, Inc. 225
Gulfstream International Airlines, Inc. (130)
Hoveround Corporation (3,750)
Hunt Leasing & Rental Corporation (250)
I. Schneid Holdings, LLC 150
ILD Communications, Inc. 500
Master Graphics, Inc. 1,050
Mesa International, Inc. (750)
Metrolease, Inc. 470
Mobility Electronics, Inc. 950
Moore Diversified Products, Inc. 200
Multimedia Learning, Inc. (450)
Mytech Corporation 175
NASC, Inc. 250
One Coast Network Corporation 1,700
Outdoor Promotions LLC 100
Pacific Linen, Inc. (548)
Pathology Consultants of America, Inc. 500
Patton Management Corporation (185)
Physicians Surgical Care, Inc. 407
Pritchard Paint & Glass Company 750
R&R International, Inc. 325
Ready Personnel, Inc. 1,100
Reef Chemical Company, Inc. (300)
Relax the Back Corporation 700
Relevant Knowledge, Inc. 150
Stratford Safety Products, Inc. 175
Systech Group, Inc. 300
Talus Solutions, Inc. 200
Telecommunications Systems, Inc. 300
Teltrust, Inc. 825
Towne Services, Inc. 1,500
TRC Acquisitions, Inc. 100
Vision Software, Inc. 600
Voice FX Corporation (250)
Wearever Health Products LLC (250)
Zahren Alternative Power Corp. 350
Other Private Company Warrants 103
</TABLE>
8
<PAGE> 9
Schedule of significant unrealized appreciation (depreciation) for the year
ended December 31, 1998 -- (continued)
<TABLE>
<CAPTION>
Year Ended
December 31, 1998
-----------------
(in thousands)
<S> <C>
PUBLIC COMPANY WARRANTS AND EQUITY SECURITIES:
ACT Teleconferencing, Inc. warrants (368)
Altris Software, Inc. warrants (450)
Altris Software, Inc. preferred stock (3,000)
Biker's Dream, Inc. warrants 391
Clinicor, Inc. preferred stock (1,650)
Compass Plastics & Technologies, Inc. common stock (1,878)
Compass Plastics & Technologies, Inc. warrants (385)
Consumat Systems, Inc. common stock (579)
Dreams, Inc. warrants 302
Environmental Tectonics Corp. preferred stock 275
Ergobilt, Inc. warrants (182)
Family Golf Centers common stock (250)
Great Train Store Company warrants (110)
Master Graphics, Inc. common stock (2,000)
Medical Resources Inc. common stock (320)
Merge Technologies, Inc. common stock (500)
Network Event Theatres, Inc. common stock 780
Nova Corp. common stock (1,197)
PMT Services, Inc. common stock 697
Premiere Technologies, Inc. common stock (430)
Quadramed Corporation common stock (209)
Recompute Corporation warrants 164
Smart Choice Automotive Group, Inc. warrants (150)
Tava Technologies, Inc. warrants 110
Teltronics, Inc. preferred stock (650)
Teltronics, Inc. warrants (102)
Towne Services, Inc. common stock (580)
UOL Publishing, Inc. common stock (354)
Vista Information Solutions, Inc. common stock (3,385)
Vista Information Solutions, Inc. warrants (185)
Vista Information Solutions, Inc. preferred stock 650
Other public company warrants and equity securities (222)
Amortization of loan discount 1,814
----------
$ (55,336)
==========
</TABLE>
Provision for Income Taxes. Beginning in February 1995, Sirrom elected
to be taxed as a RIC as defined by the Internal Revenue Code. If Sirrom, as a
RIC, satisfies certain requirements relating to the source of its income, the
diversification of its assets and the distribution of its net income, Sirrom is
generally taxed as a pass through entity that acts as a partial conduit of
income to its shareholders. To maintain its RIC status, Sirrom must, in general:
derive at least 90% of its gross income from dividends, interest and gains from
the sale or disposition of securities; meet investment diversification
requirements defined by the Internal Revenue Code; and distribute to
shareholders at least 90% of its net income (other than long-term capital
gains). Neither Sirrom, SII nor SFC will elect to be treated as a RIC in 1999.
Therefore, in 1999 Sirrom, SII and SFC will make provisions for income taxes to
the extent appropriate.
During 1998, Sirrom paid dividends of $32.7 million compared to the
$24.4 million paid in 1997 and $11.7 million paid in 1996. Of these dividends,
$7.5 million, $16.9 million, and $11.0 million were derived from net operating
income for 1998, 1997 and 1996, respectively, and $8.8 million, $7.5 million,
and $577,000 million were derived from realized capital gains for 1998, 1997 and
1996, respectively. The remaining $16.3 million paid in 1998 was accounted for
as a return of capital. Sirrom also elected to designate $10.6 million of the
undistributed realized capital gains in 1996 as a "deemed" distribution to
shareholders of record as of the end of 1996. Accordingly, $6.9 million for
1996, net of taxes of $3.7 million, of this "deemed" distribution has been
retained and reclassified from undistributed net realized earnings to Common
Stock. As a result of the realized losses taken by Sirrom in the third and
fourth quarters of 1998, Sirrom was not required under the RIC regulations to
pay additional dividends to shareholders. Therefore, in order to preserve
capital, SCC elected not to pay dividends during the last half of 1998. As
stated above, Sirrom will not elect to be treated as a RIC in 1999 and therefore
does not presently intend to pay dividends in 1999.
For the years ended December 31, 1998, 1997 and 1996, Sirrom also
provided for federal income tax at a 35% rate on undistributed long-term capital
gains and excise tax at a 4% rate on undistributed taxable net investment income
and undistributed realized long-term capital gains and provided for federal and
state
9
<PAGE> 10
income taxes on Harris Williams' pre-tax income. These tax provisions totaled
$1.1 million, $838,000, and $4.3 million for the years ended December 31, 1998,
1997 and 1996, respectively.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1998, Sirrom had $2.4 million in cash and cash
equivalents. At December 31, 1998, Sirrom's investment portfolio included
investments in stocks and warrants of publicly-traded companies that had an
ascertainable market value and were being carried at a fair value of
approximately $7.8 million and represent an additional source of liquidity.
However, Sirrom's ability to realize such values on a short-term basis is
limited by market conditions and various securities law restrictions.
Traditionally, Sirrom's principal sources of capital to fund its
portfolio growth have been borrowings of SII through the SBA-sponsored SBIC
debenture program, private and public sales of Sirrom's equity securities and
funds borrowed from banking institutions. In February 1995, Sirrom consummated
an initial public offering and has completed four additional public offerings
since that time, including a public offering of 6,000,000 shares of common stock
completed in March 1998. These offerings have generated net proceeds of $361.5
million in the aggregate. Sirrom has used the proceeds of these offerings to
temporarily repay debt and to originate new loans.
At December 31, 1998, total SBA borrowings were $101.0 million, the
maximum amount of SBA loans available to an SBIC at that time. Each borrowing
from the SBA has a term of ten years, is secured by the assets of SII, is
guaranteed by Sirrom and can be prepaid without penalty after five years. The
average interest rate on these borrowings was 6.9% as of December 31, 1998, and
none of these borrowings mature before 2002.
Because the significant realized losses Sirrom recorded during fiscal
1998 would have caused a breach of certain asset quality covenants contained in
the First Union credit facility, Sirrom repaid approximately $9.4 million
outstanding under the facility on January 21, 1999 and terminated the commitment
extended thereunder. In connection with the termination of the First Union
credit facility, Sirrom obtained the consent of the SBA to transfer
approximately $45.8 million of assets from SII to Sirrom. These assets will be
used as additional collateral to be sold to SFC which will allow additional
borrowings under the ING credit facility.
Sirrom has also established the $200 million ING credit facility. SFC,
a wholly owned, special purpose, bankruptcy remote subsidiary of Sirrom, is the
borrower under the ING credit facility. SFC purchases loans originated by Sirrom
and the related warrants and uses these loans and warrants as collateral to
secure borrowings from ING. SFC is generally able to borrow up to 70% of the
principal amount of conforming loans collateralizing the ING credit facility. At
December 31, 1998, $132.2 million was outstanding under the ING credit facility
and $258.5 million and $266.3 million of loans and warrants at cost and fair
value, respectively, were collateralizing the ING credit facility. To manage
interest rate risk associated with the variable interest rate under the ING
credit facility, Sirrom has entered into various hedging arrangements. Sirrom
may borrow under the ING credit facility until December 31, 2001, and it expires
on January 5, 2007. The ING credit facility is not guaranteed by Sirrom.
However, certain actions by Sirrom can trigger an event of default under the ING
credit facility, including a reduction in Sirrom's tangible net worth below
approximately $270.0 million. These would cause termination of further funding
and the application of the collateral pledged for repayment of the amounts
outstanding under the ING credit facility. In addition, the ING credit facility
provides that an event of default is triggered if any two of George M. Miller,
II, David M. Resha and Carl W. Stratton are no longer employed by Sirrom.
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Sirrom believes that anticipated borrowings under the ING credit
facility, together with cash on hand, loan repayments and cash flow from
operations plus realized gains on investments, will only be adequate to fund the
continuing growth of Sirrom's investment portfolio through the second quarter of
1999. Sirrom presently anticipates that it will be able to consummate the
proposed merger transaction with the FINOVA Group, Inc., which transaction will
provide for continued growth of the loan portfolio. In the event that Sirrom
does not complete the transaction, Sirrom will need to incur additional short
and long-term borrowings from other sources, and sell equity in private
transactions or sell certain non-core business assets, in order to provide the
funds necessary for Sirrom to continue its growth strategy beyond that period.
The availability and terms of borrowings, sales of equity and sales of assets,
will depend upon market conditions, the interest rate environment and various
other conditions, including the performance of Sirrom's portfolio. There can be
no assurances that additional funding will be available on terms acceptable to
Sirrom and failure to procure additional funding would require Sirrom to
significantly reduce its loan originations which would materially affect its
profitability and market presence.
PORTFOLIO TURNOVER AND CREDIT QUALITY
During the year ended December 31, 1998, Sirrom made loans to 178
companies totaling approximately $301.8 million and received repayments (either
partial or full) from 66 companies aggregating $94.9 million. During the year
ended December 31, 1997, Sirrom made loans to 150 companies totaling
approximately $282.3 million and received repayments (either partial or full)
from 47 companies aggregating $67.7 million. During the year ended December 31,
1996, Sirrom made loans to 84 companies totaling approximately $132.0 million
and received repayments (either partial or full) from 24 companies aggregating
$32.6 million. Since inception, Sirrom has originated $901.0 million in total
loans and $220.2 million, or 24.4% have been repaid. Sirrom cannot control
changes in its portfolio of investments, as borrowers have the right to prepay
loans made by Sirrom without penalty.
Sirrom has implemented a system by which it grades all loans on a scale
of 1 to 6. The system was intended to reflect the performance of the borrower's
business, as well as the collateral coverage of the loans and other relevant
factors. To monitor and manage the risk in the overall portfolio, management
tracks the weighted average portfolio grade. The weighted average grade was 3.26
and 3.04 at December 31, 1998 and 1997, respectively. Sirrom believes that
weighted average grades between 2.75 and 3.25 represent the current normal range
for the portfolio.
Management believes that loans with a grade 1 involve the least amount
of risk in Sirrom's portfolio, as the borrower is performing well above
expectations financially, and other risk factors are clearly favorable.
Management believes that loans with a grade 2 involve low risk relative to other
loans in Sirrom's portfolio, as the borrower is performing above expectations
financially and the majority of risk factors are favorable. Management believes
that loans with a grade 3 involve an acceptable risk, as the borrower is
performing as expected financially and the other risk factors are generally
favorable.
Loans graded 4 typically involve a borrower that is performing
marginally below expectations and the existence of short-term negative trends or
negative events that have created some concern. Sirrom's management believes
that loans in this category require a proactive action plan to be executed by
the borrower's management and monitored by the responsible Company officer. A
grade 4 is typically a temporary rating that is followed by an upgrade or
downgrade within six months as the borrower's business improves or declines. As
of December 31, 1998 and 1997, Sirrom's portfolio consisted of 32 and 18 loans,
respectively, graded 4. The aggregate principal balance of loans graded 4 at
December 31, 1998
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and 1997, respectively, was $66.9 million and $49.0 million, which represented
11.9% and 10.2%, respectively, of the total portfolio balance at such dates.
Loans graded 5 and 6 are placed on Sirrom's Credit Watch List and are
serviced by a member of Sirrom's workout group. Loans with a grade 5 are
generally in default and interest is generally not being accrued, but Sirrom's
management believes the borrower's management is capable of executing a plan to
return the borrower to an acceptable risk level. Loans with a grade 6 involve an
unacceptable level of risk with substantial probability of loss. These loans are
on non-accrual and Sirrom has charged off or expects to charge off a significant
part of the loan. At December 31, 1998 and 1997, Sirrom had loans to 31
companies with an aggregate principal balance of $69.2 million and 16 companies
with an aggregate principal balance of $27.7 million, respectively, that were
graded a 5 or 6 and that were not accruing interest, which represented 12.3% and
6.5%, respectively, of the total portfolio balance.
Since late 1995 when Sirrom refined its loan grading system to reflect
management's additional experience in monitoring its growing portfolio, the
percentage of the principal balance of loans graded 4 to the total portfolio
balance has typically ranged between 10% and 15%, with an occasional decrease
below that range. Also since that time, the percentage of the principal balance
of loans graded 5 and 6 to the total portfolio balance has typically ranged
between 6% and 10%. Given the nature of Sirrom's business, making loans to small
companies, and the risks associated with this business, Sirrom expects the
absolute dollar amount of loans graded 4, 5 and 6 and the ratio of these loans
to the total portfolio to vary greatly, individually and in the aggregate, on a
quarter to quarter basis.
Sirrom believes the percentage of grade 4 loans at December 31, 1998 to
be within the current normal range of variability. Sirrom also believes the
percentage of grade 5 and 6 loans to be above the current normal range of
variability as a result of a combination of factors, including the following:
- The substantial growth in the portfolio over the last two
years, coupled with the concept that non-performance on new
loans typically comes early in the loan's life cycle, has
significantly impacted the percentage increase of loans graded
4, 5 and 6.
- Due to the tightening of credit standards within many
commercial banks and other lenders during the second half of
1998, senior lenders to certain of Sirrom's portfolio
companies have instituted interest payment blockages with
respect to Sirrom's loans under circumstances in which they
might not have done so in the past. These interest payment
blockages have caused the loans to be put on Sirrom's credit
watch list when they otherwise would not have been placed on
the list.
Sirrom is closely monitoring the recent upward trend in the ratio of
loans in the lower three credit grades to the total portfolio, has decided to
reduce the rate of growth of loan originations and continues to redefine its
operating model to seek to improve overall asset quality. A full discussion of
the operating changes made during the second half of 1998 is included in Item 1
under the heading "Operations." No assurance, however can be given that the
trends in total loans classified in the lower three loan categories will not
continue, or that the total loans classified 5 and 6 will not continue to grow,
particularly if overall economic conditions nationally, internationally or in
the Southeastern United States deteriorate.
YEAR 2000 COMPLIANCE
The Year 2000 issue, in general terms, is that many existing computer
systems and microprocessors with date-based functions, including non-information
technology equipment and systems, use only two digits to identify a year. This
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equipment and systems assumes that the first two digits of the year are always
"19." Consequently, on January 1, 2000, computers that are not Year 2000
compliant may read the year as 1900. The concern is that systems that calculate,
compare or sort using the incorrect date may malfunction. If these malfunctions
are not corrected, business operations could be disrupted. In an attempt to
prevent these problems, Sirrom has begun implementing a Year 2000 compliance
program. Sirrom created a Year 2000 Compliance Committee that is focusing on
three primary areas of concern: Sirrom's information technology and other
systems, third parties and portfolio companies.
Most of the software used in Sirrom's information technology systems is
provided by outside vendors. Sirrom uses two primary software programs, one to
track its investment portfolio and one to provide accounting functions. These
programs have been designated as Year 2000 compliant by the vendors.
Additionally, Sirrom will either conduct its own tests for compliance or use
third party test results. Approximately 90% of Sirrom's remaining vendors have
provided software or software upgrades designated by the software vendor as Year
2000 compliant. In addition, Sirrom has developed a Year 2000 contingency plan
to address vendor-supplied software which does not meet Sirrom's Year 2000
compliance deadlines.
Sirrom's non-information technology systems used to conduct business at
its facilities consist primarily of office equipment besides computers and
communications equipment. Sirrom has inventoried its non-information technology
systems and has contacted its office equipment vendors to determine the status
of their Year 2000 readiness. Sirrom does not currently believe that it faces
material adverse issues for its non-information technology systems.
Sirrom has been actively communicating with third parties about the
status of their Year 2000 readiness. These third parties include Sirrom's banks,
vendors, landlords and suppliers of telecommunication services and other
utilities. As part of the process of evaluating its options and attempting to
mitigate third party risks, Sirrom is collecting and analyzing information from
third parties.
Sirrom is also investigating the impact of the Year 2000 issue on its
portfolio companies. Beginning in February 1998, Sirrom submitted a series of
questionnaires to its portfolio companies as of December 31, 1997, to determine
their potential exposure to Year 2000 problems and the adequacy of their plans
to address any exposure. Additionally, since January 1998, Sirrom has performed
due diligence regarding the Year 2000 issue for all new borrowers. Sirrom plans
to complete its evaluation of its portfolio companies and will then complete any
necessary follow up by March 31, 1999 with those portfolio companies whom Sirrom
believes have material exposure and inadequate contingency plans. Based upon the
disclosure received from the responding companies, Sirrom believes that
companies whose loans represent approximately 90% of its portfolio have either
no material exposure to Year 2000 or are finalizing their contingency plans to
address this exposure. Sirrom has not made a determination with respect to the
balance of its portfolio as it is in the process of finalizing its review of
those companies.
Through March 31, 1999, Sirrom will continue with the testing and
remediation of its information technology and non-information technology systems
and the evaluation of its third party and portfolio company Year 2000 risks.
Sirrom will take further steps designed to reduce its exposure to these risks.
Sirrom will also further develop its contingency plan for business continuation
in the event of a Year 2000 systems failure. This contingency plan is based upon
Sirrom's existing disaster recovery plan with modifications for Year 2000 risks.
Because Sirrom has maintenance contracts with most of its software
vendors, it has not been required to purchase most of the software upgrades
necessary to insure Year 2000 compliance. As a result, the cost of Sirrom's Year
2000 project is expected to be relatively minor, not exceeding $200,000. This
amount includes the costs of:
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- additional software;
- Sirrom's systems professionals dedicated to achieving Year 2000
compliance for Sirrom's information technology systems;
- the costs of analyzing the Year 2000 readiness of the portfolio
companies; and
- other employee and management costs.
Sirrom has included the cost of the Year 2000 project in its annual budgets for
information technology. Sirrom has postponed some minor non-Year 2000
information technology expenditures and initiatives until after 2000 so it can
concentrate resources on the Year 2000 issue. Sirrom does not expect that this
postponement will have a material effect on Sirrom's financial condition and
results of operations.
It is hard to predict the effect of Year 2000 non-readiness on the
business of Sirrom. Significant Year 2000 failures in Sirrom's systems or in the
systems of third parties could have a material adverse effect on Sirrom's
business. Given the size and age of its portfolio companies and the
service-based industries in which they primarily operate, Sirrom anticipates
that few of its portfolio companies will face any material issues regarding the
Year 2000. However, no assurance can be given that some of Sirrom's portfolio
companies will not suffer material adverse effects from Year 2000 issues. If the
adverse effects impact the companies' ability to repay their loans, Sirrom's
operating results and financial condition could be adversely effected. Sirrom
believes that its reasonably likely worst case Year 2000 scenario is a material
increase in Sirrom's credit losses due to Year 2000 problems for Sirrom's
portfolio and disruption in financial markets causing liquidity stress to
Sirrom. The magnitude of these potential credit losses or disruption cannot be
determined at this time.
IMPACT OF INFLATION
Sirrom does not believe that inflation materially affects its business,
other than the impact that it may have on the securities markets, the valuations
of business enterprises and the relationship of the valuations to underlying
earnings. Those could all influence the value of Sirrom's investments.
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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 report to be signed on
its behalf by the undersigned, thereunto duly authorized in Nashville,
Tennessee, on this 15th day of March, 1999.
SIRROM CAPITAL CORPORATION
By: /s/ George M. Miller, II
------------------------------
George M. Miller, II
Chief Executive Officer
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