SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2001 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 000-25561
BEDFORD HOLDINGS, INC.
(Name of Small Business Issuer in Its Charter)
NEW JERSEY 13-3901466
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 Blaisedell Road
Orangeburg, New York 10962
(Address of Principal Executive Offices) (Zip Code)
(845) 398-1844
(Registrant's Telephone Number, Including Area Code)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 21,263,500 shares of the
Company's Common Stock, no par value, were outstanding as of May 10, 2001.
ITEM I - FINANCIAL STATEMENTS
Bedford Holdings Inc.
Unaudited Consolidated Balance Sheet
As of June 30, 2001 and December 31, 2000
Restated
6/30/01 12/31/00
ASSETS
Current assets:
Cash $5,291,762 $55,166
Accounts receivable 21,673 0
Deposits with clearing broker 0 193
------------- -------------
Total Current Assets 5,313,435 55,359
Other assets:
Fixed assets (net of accumulated depreciation) 88,136 20,639
Goodwill (net of accumulated amortization) 120,000 0
Trademark (net of accumulated amortization) 18,650 0
Security deposits 18,982 10,000
------------- -------------
Total Assets $5,559,203 $85,998
============= =============
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Customers' deposits 5,072,194 0
Payable to shareholders 99,961 0
Short term loans payable 888,197 888,197
Interest payable 219,904 147,523
Deferred income 0 32,013
Credit line payable to bank 74,903 0
Accrued expenses & accounts payable 140,235 12,671
------------- -------------
Total Current Liabilities 6,495,394 1,080,404
Long term note payable 100,000 100,000
Shareholders' Equity:
Common stock, $001 par value; authorized
40,000,000 shares, issued, and outstanding
21,263,500 at December 31, 2000 and June 30, 2001 21,263 21,263
Additional paid in capital 1,214,468 1,044,468
Treasury stock, 6,500 shares at cost (6,500) (6,500)
Retained deficit (2,265,422) (2,153,637)
------------- -------------
Total shareholders deficit (1,036,191) (1,094,406)
------------- -------------
Total Liabilities & Shareholders' Equity $5,559,203 $85,998
============= =============
Please see the accompanying notes to the financial statements.
Bedford Holdings Inc.
Unaudited Consolidated Statement of Operations
------------------------------------------------------------------
For the Six and Three months ended June 30, 2001 and June 30, 2001
Six Months Six Months Three months Three months
6/30/01 6/30/00 6/30/01 6/30/00
Gross Revenues $ 163,547 $ 88,166 $ 132,657 $ 57,344
Less cost of revenues (45,758) 0 (45,758) 0
------------ ------------ ------------ ------------
Gross profit on revenues 117,789 88,166 86,899 57,344
General administrative expenses:
Salaries and office costs 156,696 127,474 104,056 69,727
Depreciation & amortization expense 4,009 1,599 3,166 853
------------ ------------ ------------ ------------
Total general administrative expenses 160,705 129,073 107,222 70,580
------------ ------------ ------------ ------------
Income (loss) from operations (42,916) (40,907) (20,323) (13,236)
Other Income (expenses):
Realized gain (loss) on short term investments 0 0 0 0
Interest income 13,888 306 13,888 381
Interest expense (82,532) (78,108) (44,352) (51,826)
------------ ------------ ------------ ------------
Net income (loss) before income tax provision (111,560) (118,709) (50,787) (64,681)
Provision for income tax (225) (225) (112) (112)
------------ ------------ ------------ ------------
Net income (loss) ($111,785) ($118,934) ($50,899) ($64,793)
============ ============ ============ ============
Loss per common share:
Basic & fully diluted ($0.01) ($0.01) ($0.00) ($0.00)
Weighted average of common shares:
Basic & fully diluted 21,263,500 21,263,500 21,263,500 21,263,500
Please see the accompanying notes to the financial statements.
Bedford Holdings Inc.
Unaudited Consolidated Statement of Cash Flows
For the Six and Three months ended June 30, 2001 and June 30, 2000
------------------------------------------------------------------
6/30/01 6/30/00
Operating Activities:
Net loss ($ 111,785) ($118,934)
Adjustments to reconcile net income items
not requiring the use of cash:
Depreciation 3,387 1,599
Amortization 622 0
Deferred income (32,013) 156,849
Changes in other operating assets and liabilities:
Accounts receivable 3,610 0
Deposits with clearing broker 193 (138,195)
Customers' deposits (524,534) 0
Short term loans payable 0 40,000
Interest payable 72,381 75,959
Accrued expenses & accounts payable 9,445 (12,058)
----------- ---------
Net cash provided by (used by) operations (578,694) 5,220
Investing activities
Cash acquired in purchase of ITradeCurrency.Com, Inc. 5,777,223
Purchase of office construction 0 (11,580)
Purchase of office equipment & furniture 0 (12,382)
----------- ---------
Net cash provided by (used by) investing activities 5,777,223 (23,962)
Financing Activities:
Payables to shareholders (10,000) 0
Payment of bank credit line (1,933)
Capital contributed by shareholder 50,000 0
----------- ---------
Net cash provided by financing activities 38,067 0
----------- ---------
Net increase (decrease) in cash during period 5,236,596 (18,742)
Cash balance at beginning of period 55,166 63,062
----------- ---------
Cash balance at end of period $ 5,291,762 $ 44,320
=========== =========
Supplemental disclosures of cash flow information:
Interest paid during the fiscal year $0 $0
Income taxes paid during the fiscal year $0 $0
Please see the accompanying notes to the financial statements.
Bedford Holdings Inc.
Unaudited Consolidated Statement of Stockholders' Equity
------------------------------------------------------------------
For the Six Months Ended June 30, 2001
Common Common Paid in Treasury Retained
Shares Amount Capital Stock Deficit Total
Balance at January 1, 2001 21,263,500 $ 21,263 $1,044,468 ($ 6,500) ($2,153,637) ($1,094,406)
Capital contributed by shareholder 50,000 50,000
Issued stock to purchase of ItradeCurrency.Com 1,500,000 1,500 118,500 120,000
Shares returned to treasury (1,500,000) (1,500) 1,500 0
Net income for the period (111,785) (111,785)
----------- --------- ---------- --------- ----------- -----------
Balance at June 30, 2001 21,263,500 $ 21,263 $1,214,468 ($ 6,500) ($2,265,422) ($1,036,191)
=========== ========= ========== ========= =========== ===========
Please see the accompanying notes to the financial statements.
Bedford Holdings, Inc.
Notes to the Unaudited Financial Statements:
Note 1: Organization of the Company
Bedford Holdings, Inc. (the Company) is a New Jersey State Corporation formed in
July 1996. The consolidated financial statements include the accounts of the
Company's wholly owned subsidiaries, Allen & Pierce Securities Inc., Bedford
Holdings Club, Inc., and ItradeCurrency.Com, Inc.
Allen & Pierce Securities, Inc. (A&P) is a New York State Corporation formed in
January 1989 for the purpose of conducting business as a broker dealer in
securities and as an introducing broker in futures and options. Allen & Pierce
Securities Inc. is registered with the National Association of Securities Dealer
as a broker dealer and with the Commodity Futures Trading Commission as an
introducing broker. The subsidiary operates under the provisions of paragraph
(k)(2)(ii) of Rule 15c3-3 of the Securities and Exchange Commission and
accordingly, is exempt from the remaining provision of the rule. Essentially,
the requirements of paragraph (k)(2)(ii) provide that the subsidiary clear all
transactions on behalf of customers on a fully disclosed basis with a clearing
broker dealer. The clearing broker dealer carries the accounts of the Company's
customers and maintains all related books and records required. Likewise, as an
introducing broker in futures and options, the Company is required to carry all
customer accounts on a fully disclosed basis with a clearing futures commission
merchant. The clearing futures commission merchant is required to maintain the
books and records that are required to service these customers.
Bedford Holding Club Inc. (Club) is a New York State corporation formed in
August 2000 to provide its card members various services purchased at a discount
on Club's web-site.
ItradeCurrency.Com, LLC (ITrade) was purchased by the Company in May 2000 for
1,500,000 shares of common stock (see Note 7 for further discussion). ITrade was
original formed in 1999 in the State of Delaware as GFX, LLC. ITrade engages in
brokering and speculating in "over the counter" spot foreign currency trading.
Note 2: Summary of Significant Accounting Principles
Principles of Consolidation: The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries. All significant
inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principals requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results may differ from these estimates.
Revenue Recognition: A&P's commission revenues for securities and futures and
options are recorded at the closing of the underlying transaction. Membership
fee revenues for Club are amortized over the life of the membership, which is
generally one year. Itrade recognizes commission revenue from brokered
transactions upon the closing of a client's foreign currency position. Trading
revenues are recognized upon the realization of foreign currency losses or
gains. Open positions at period end are marked to the market using the closing
New York cash settlement price.
Cash- Includes cash balances at banks and other financial institutions and
includes highly liquid short-term investments with an original maturity of three
months or less.
Customer deposits payable- Include the total of all funds held by the Company at
June 30, 2001 for the benefit of customers.
Payables to shareholders- Represents account balances of shareholders at ITrade
for the purpose of over the counter spot foreign currency speculation.
Short term loans payable: Short-term loans payable include the face value
unsecured promissory notes due to individuals. The notes mature in October 2001
with interest rates ranging from 8.5% to 25% payable at maturity. The loan
balance includes $70,000 of promissory notes that are overdue and currently in
default.
Note 3: Net Capital Requirements
The following note applies to the Company's wholly owned subsidiary, Allen &
Pierce Securities, Inc.
As a broker dealer, the Company is subject to the Securities and Exchange
Commission's Uniform Net Capital Rule 15c3-1, which requires that the ratio of
aggregate indebtedness to the excess net capital, as defined, shall not exceed
15 to 1. In addition, the Company is required to maintain net capital, as
defined, in excess of the greater of $5,000 or 6 2/3% of aggregate indebtedness.
As of June 30, 2001, the Company is in excess of the net capital requirements by
$37,809.
As an introducing broker, the Company is subject to the Commodities Futures
Trading Commission's Net Capital Rule 1.17 which requires the Company to
maintain net capital, as defined, of the greater of $30,000 or $3,000 per
associated person, as
defined. As of June 30, 2001, the Company was in excess of these net capital
requirements by $12,809.
Note 4: Earnings per Share
The Company applies SFAS No. 128, Earnings per Share. In accordance with SFAS
No. 128, basic net income per share has been computed based upon the weighted
average of common shares outstanding during the year. All net losses reported in
the financial statements are available to common stockholders. The Company has
no other financial instruments outstanding that are convertible into common
shares.
Note 5: Litigation
The Company is currently involved in litigation concerning the defaulted notes
discussed in Note 1.
Note 6: Long Term Debt
Long term debt consist of an unsecured note payable to a shareholder that
matures in fiscal year 2005 and is non interest bearing.
Note 7- Purchase of ITrade
In May 2001, the Company issued 1,500,000 shares of common stock to purchase
100% of the issued and outstanding units of ItradeCurrency.Com, LLC., a
privately held company. ITrade became a wholly owned subsidiary of the Company.
The purchase method of accounting was used to record the transaction and
accordingly, the fair market value of the assets acquired and the liabilities
acquired at the date of the transaction are recorded on the balance sheet. The
results of operations from ITrade from the date of the transaction through June
30, 2001 are included in the statement of operations. Goodwill of $120,000
resulted from the transaction and is being amortized on a straight-line basis
over a period of fifteen years.
A six month pro-forma selection of financial data of the combined companies
is as follows:
6/30/01 6/30/00
Gross revenues $1,571,606 $ 344,651
Net income (loss) $ 728,537 ($ 78,934)
Earnings per share (basic & fully diluted) $ 0.03 ($ 0.00)
Note 11- Income Taxes
Provision for income taxes is comprised of the following:
Six Months Six Months
6/30/01 6/30/00
Net income (loss) before provision for income taxes ($111,560) ($118,709)
========= =========
Current tax expense:
Federal ($ 12,500) $ 0
State 0 225
--------- ---------
Total ($ 12,500) $ 225
Less deferred taxes:
Loss carry-forward 12,725 (202,962)
Allowance for recoverability 0 202,962
--------- ---------
Provision for income taxes $ 225 $ 225
========= =========
A reconciliation of provision for income taxes at the statutory rate to
provision for income taxes at the Company's effective tax rate is as follows:
Statutory U.S. federal rate 34% 34%
Statutory state and local income tax 10% 10%
Less tax loss carry forward -44% -44%
--------- ---------
Effective rate 0% 0%
========= =========
Deferred income taxes are comprised of the following:
Federal loss carry-forward $ 145,530 $ 202,962
Allowance for recoverability (145,530) (202,962)
--------- ---------
Deferred tax benefit $ 0 $ 0
========= =========
Note 12- Segment Information
The activities of A&P are included in equities and futures, the activities of
Itrade are included in foreign currency, and Club and corporate administration
are included in corporate.
The following is a summary of the Company's segment information:
Six months Six months Three months Three months
6/30/01 6/30/00 6/30/01 6/30/00
Gross Commissions and Franchise Fee
Equities and futures brokerage $ 0 $ 0 $ 0 $ 0
Foreign exchange 138,232 0 138,232 0
Corporate 31,947 93,151 1,057 62,329
Gross Trading Gains (Losses)
Equities and futures brokerage 0 (4,985) 0 (4,985)
Foreign exchange (6,632) 0 (6,632) 0
----------- --------- --------- --------
Total gross revenues $ 163,547 $ 88,166 $ 132,657 $ 57,344
=========== ========= ========= ========
Gross Profit
Equities and futures brokerage $ 0 $ 0 $ 0 ($ 4,985)
Foreign exchange 85,842 0 85,842 0
Corporate 31,947 88,166 1,057 62,329
----------- --------- --------- --------
Total $ 117,789 $ 88,166 $ 86,899 $ 57,344
=========== ========= ========= ========
Income (loss) from operations
Equities and futures brokerage $ 0 ($ 4,985) $ 0 ($ 4,985)
Foreign exchange (22,744) 0 (22,744) 0
Corporate (20,172) (35,922) 2,421 (8,251)
----------- --------- --------- --------
Total ($ 42,916) ($ 40,907) ($ 20,323) ($13,236)
=========== ========= ========= ========
Total Assets
Equities and futures brokerage $ 71,142 $ 215,879
Foreign exchange 5,488,061 0
Corporate 0 0
----------- ---------
Total $ 5,559,203 $ 215,879
=========== =========
Depreciation & Amortization
Equities and futures brokerage $ 1,696 $ 1,599 $ 853 $ 853
Foreign exchange 2,313 2,313 0
----------- --------- --------- --------
Total $ 4,009 $ 1,599 $ 3,166 $ 853
=========== ========= ========= ========
Interest
Equities and futures brokerage $ 0 $ 0 $ 0 $ 0
Foreign exchange 10,151 0 10,151 0
Corporate 72,381 78,108 34,201 51,826
----------- --------- --------- --------
Total $ 82,532 $ 78,108 $ 44,352 $ 51,826
=========== ========= ========= ========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
This Quarterly Report on Form 10-QSB contains certain statements of a
forward-looking nature relating to future events or the future financial
performance of the Company. Such statements are only predictions and the actual
events or results may differ materially from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below as well as those discussed in other
filings made by the Company with the Securities and Exchange Commission,
including the Company's Registration Statement on Form 10SB, Registration No.
000-25561.
The following discussion regarding the financial statements of the Company
should be read in conjunction with the financial statements and notes thereto.
OVERVIEW
The Company is a holding company for Allen & Pierce, a securities and
commodities broker established in 1989, and for ItradeCurrency.Com, Inc.
The acquisition of Itrade at the end of May represents a major change in both
the size and nature of the Company's business. The Company now has substantial
assets and revenues, though it is currently still operating at a loss.
Itrade acts as a broker and counter-party in foreign currency transactions.
Because of the size of foreign currency transactions, a small change in the
exchange rate of two currencies can result in large gains or losses within a
short period of time in this business. Recent changes in the banking laws
require that persons acting as counter-parties in these transactions, and who
are not affiliated with a bank or other financial institution, must become
associated with a regulated entity such as Allen & Pierce Securities. The
Company intends to seek additional acquisitions in this field.
In reviewing the accompanying financial statements, investors should be aware
that while the Company's assets have increased substantially as a result of the
acquisition, most of those assets represent amounts held in customer accounts
and are offset by obligations to repay those amounts to customers.
RESULTS OF OPERATIONS
Because of the ItradeCurrency.com acquisition, the company's results of
operations for the three months ended June 30, 2001 are in no way comparable to
its results for the corresponding period of the prior year. Revenues of $57,344
for the three months ended June 30, 2000 consisted almost entirely of
amortization of an advance made to the Company for the privilege of opening
branch offices. Revenues of $132,657 for the three months ended June 30, 2001
consisted almost entirely of revenues of Itrade during the month following its
acquisition.
The Company's compensation arrangements with the managers of Itrade provide for
most of its revenue to be paid out to these managers in the form of salaries and
incentive compensation. As a result, Itrade's operations make a
disproportionately small contribution to income in relation to Itrade's gross
revenues. The $45,758 cost of revenues for the three months ended June 30, 2001
consisted primarily of commissions paid by Itrade to its brokers, payments to
its clearing broker and costs of the electronic quotation service to which it
subscribes. The increase in salaries and office costs from $69,727 for the three
months ended June 30, 2000 to $104,056 for the three months ended June 30, 2001
reflects primarily additional salaries paid to personnel associated with the
acquired Itrade operation. General and administrative expenses for the three
months ended June 30, 2001 are likely not to be representative of future
experiences, as Itrade moved its offices to the Company's headquarters in
Orangeburg, New York several weeks after the acquisition was completed. The
increase in depreciation and amortization expense from $853 for the three months
ended June 30, 2000 to $3,166 for the three months ended June 30, 2001 reflects
amortization of goodwill from the Itrade acquisition and the depreciation
attributable to assets of Itrade.
LIQUIDITY AND CAPITAL RESOURCES
Total assets as of the close of the quarter were $5,559,203, compared to $85,998
as of December 31, 2000. However, virtually all of the increase in total assets
is attributable to customer deposits held by Itrade for the benefit of those
customers and not generally available for payment of the Company's obligations,
and to amounts held by Itrade as proprietary trading accounts for its principal
managers. Total current liabilities were approximately $6.495 million.
To meet its cash requirements, the Company has found it necessary to resort to
short-term borrowing from a limited number of accredited investors. As of June
30, 2001, the amount outstanding on these borrowings aggregated $888,197, with
interest rates ranging from 8.5% to 25%, payable at maturity. The Company has
defaulted on short-term notes payable and accrued interest of $82,602. The
remaining notes became due in fiscal year 2001. In December 2000, a shareholder
lent the Company $100,000. The note payable is unsecured and matures in December
2005. It is non-interest bearing.
Because substantially all of its liquid assets are represented by amounts held
for Itrade's customer accounts, the Company remained highly illiquid as of June
30, 2001. The Company does expect that Itrade will begin contributing to income
during the current fiscal year, but because of the substantial amounts being
paid out as incentive compensation the contribution to income from that source
will be limited. The expected expansion of its other brokerage operations
through the opening of new offices has not yet generated any additional revenue
beyond the amount initially paid for the privilege of opening those offices, and
no substantial revenue has been generated to date by the Company's BHC card. If
the Company is successful in adding a credit card feature to this club card, the
related fees will furnish an additional source of revenue.
The Company continues to pursue acquisition possibilities. Changes recently
enacted in the law governing counter-parties in foreign exchange transactions
who are not affiliated with large financial institutions require that in order
to remain exempt from regulation by the Commodities Futures Trading Corporation,
these businesses will be required to become affiliated with a bank or other
regulated entity, including a broker-dealer such as the Company's Allen & Pierce
subsidiary. This change in the law was the driving force behind the Itrade
acquisition and the
Company believes the change may present additional acquisition opportunities,
particularly since the Company is also registered as the futures merchant.
In the absence of substantial additional revenues, or the raising of additional
capital, the Company's ability to continue operations is dependent upon the
willingness of its short-term lenders to continue rolling over their loans to
the Company. Based on conversations with these lenders, the Company believes
that most of these lenders will continue to roll this debt over for at least the
next 12 months while the Company pursues opportunities for acquisitions.
However, they are not legally obligated to do so and there can be no assurance
that these lenders will continue to renew their loans. The holder of the Notes
which are presently in default has commenced legal action, which could make it
difficult for the Company to continue with its plans to seek an acquisition and
could make it impossible for the Company to continue as a going concern. In that
connection, it should be noted that under the employment agreements between the
Company's Itrade subsidiary and Itrade's managers, the Company has provided a
non-recourse guarantee of "golden parachute" payments which would become due
upon a change in control of the Company and the resulting termination of the
executives' employment. This obligation may be discharged by returning Itrade to
these managers, and as a practical matter this is the only means by which the
Company would be able to discharge the guarantee.
The Company's Allen & Pierce subsidiary is a $5,000 broker-dealer. Provided its
remaining short-term lenders remain willing to roll over their notes as they
mature, and anticipated revenues are received from the online brokerage service
and operations of BHC, the Company believes it will be able to maintain Allen &
Pierce's capital requirements for at least the next 12 months without any
additional infusion of capital.
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
On June 10, 2001 the Company filed a Report on Form 8-K reporting its
acquisition of ItradeCurrency.com
(a) Exhibits
10.1 Employment Agreement with Stephen E. Moore
10.2 Employment Agreement with Anthony Iannuzzi
SIGNATURES
Pursuant to the requirements 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.
BEDFORD HOLDINGS, INC.
(Registrant)
Date: August 14, 2001
/s/ Leon Zapoll
------------------------------------------
Leon Zapoll
President
Date: August 14, 2001
/s/ Robert Samila
------------------------------------------
Robert Samila
Chief Financial Officer
(Principal Financial and Accounting
Officer)