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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 December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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)
4835 North O'Connor, Suite 134-346 Irving, Texas, 75062
(Former address, if changed since last report)
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
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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 February 10, 2000
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Common Stock, $0.01 16,945,224
par value
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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 SIX MONTHS ENDED DECEMBER 31, 1999
(Unaudited)
FORM 10-Q
QUARTERLY REPORT PAGE 2
3
EURO TRADE & FORFAITING, INC.
Consolidated Balance Sheets
(Unaudited)
(in thousands)
December 31, 1999 June 30, 1999
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ASSETS
Current assets
Cash and cash equivalents $ 13,188 $ 9,927
Cash - compensating balances 4,419 13,148
Interest receivable 159 1,337
Forfaiting assets (net of allowance) 10,418 17,157
Investments in marketable securities - 1,100
Other assets and prepaid expenses 4,904 106
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Total current assets 33,088 42,775
Property and equipment - net 35 55
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Total assets $ 33,123 $ 42,830
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable and bank overdrafts $ 1,458 $ 10,598
Accrued expenses 276 425
Bank loans payable 7,946 7,477
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Total current liabilities 9,680 18,500
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Loan payable - net of current portion 12 24
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Total liabilities 9,692 18,524
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STOCKHOLDERS' EQUITY
Common stock, par value $0.01, authorized,
50,000 shares; issued and outstanding
16,945 shares 17 17
Additional paid-in capital 25,264 25,264
Deficit (1,505) (630)
Receivable from stockholder (345) (345)
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Total stockholders' equity 23,431 24,306
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$ 33,123 $ 42,830
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The accompanying notes are an integral part of these financial statements.
FORM 10-Q
QUARTERLY REPORT PAGE 3
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EURO TRADE & FORFAITING, INC.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
For the Six For the Six
Months Ended Months Ended
December 31, 1999 December 31, 1998
----------------- -----------------
Revenue $ 1,657 $ 4,078
Cost of revenue
Interest 309 448
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Total cost of revenue 309 448
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Gross profit 1,348 3,630
Selling, general and administrative
expenses 2,223 1,154
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Net (loss) income $ (875) $ 2,476
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Basic and diluted loss (earnings)
per share $ (0.06) $ 0.17
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Weighted average number of
common shares outstanding 14,468 14,468
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The accompanying notes are an integral part of these financial statements.
FORM 10-Q
QUARTERLY REPORT PAGE 4
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EURO TRADE & FORFAITING, INC.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
For the Three For the Three
Months Ended Months Ended
December 31, 1999 December 31, 1998
----------------- -----------------
Revenue $ 583 $ 2,554
Cost of revenue
Interest 52 210
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Total cost of revenue 52 210
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Gross profit 531 2,344
Selling, general and administrative
expenses 1,730 726
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Net (loss) income $ (1,199) $ 1,618
========= =========
Basic and diluted loss (earnings)
per share $ (0.08) $ 0.11
========= =========
Weighted average number of common
shares outstanding 14,468 14,468
========= =========
The accompanying notes are an integral part of these financial statements.
FORM 10-Q
QUARTERLY REPORT PAGE 5
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EURO TRADE & FORFAITING, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
For the Six For the Six
Months Ended Months Ended
December 31, 1999 December 31, 1998
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Cash flow from operating
activities:
Net (loss) income from
operations $ (875) $ 2,476
Purchases of forfaiting assets (12,053) (25,362)
Cost of forfaiting assets sold
and sale proceeds 18,792 26,967
Depreciation 20 19
Write-off of investments 1,100 -
Adjustments to reconcile net
income to net cash provided
(used) by operating activities:
(Increase) decrease in:
Interest receivable 1,178 658
Other assets and prepaid
expenses (4,798) (1,091)
Increase (decrease) in:
Accounts payable and
bank overdrafts (9,140) (927)
Accrued expenses (149) (594)
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Net cash (used in)
provided by operating
expenses (5,925) 2,146
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Cash flow from financing activities
Loans from banks 457 821
(Increase) decrease in
compensating balances 8,729 (1,472)
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Net cash provided by
(used in) financing
activities 9,186 (651)
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Cash flow from investing
activities - -
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Increase in cash 3,261 1,495
Cash and cash equivalents,
beginning of period 9,927 13,325
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Cash and cash equivalents,
end of period $ 13,188 $ 14,820
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The accompanying notes are an integral part of these financial statements.
FORM 10-Q
QUARTERLY REPORT PAGE 6
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EURO TRADE & FORFAITING, INC.
Notes to Consolidated Financial Statements
December 31, 1999
(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 income (loss)
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 of outstanding (computed under basic
earnings per share) and potentially dilutive common shares.
Note 3. Revenue Recognition
Interest income on forfaiting assets is recognized based on principal
amounts outstanding, at applicable interest rates. Accrual of interest on
loans is discontinued (non-accrual status) when reasonable doubt exists as
to the full, timely collection of interest or principal, or when payment
of interest and principal is past due 90 days, unless the loan is
currently in the process of collection. When a loan is placed on non-
accrual status in the current period, income recognition on such loan is
on the cash basis, unless the reasonable doubt is reversed. All cash
receipts on doubtful loans are applied to the principal balance.
Because forfaiting assets typically mature in less than one year, the
Company's policy is to recognize fees and costs associated with these
assets in the year received or paid.
Note 4. 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
FORM 10-Q
QUARTERLY REPORT PAGE 7
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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 approximate
carrying value due to the short-term maturity of the instruments. The
fair value of the non-impaired financial instruments are (in thousands)
$9,168 and $15,676 at December 31, 1999 and June 30, 1999, respectively.
Management makes regular credit reviews of the forfaiting portfolio on an
individual loan basis. Past experience, current economic conditions and
problems associated with specific lenders 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 are measured at
fair value.
The fair value of the impaired financial instruments is as follows (in
thousands):
December 31, June 30,
1999 1999
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(unaudited)
Recorded investments in impaired
financial instruments $ 7,990 $ 8,221
Less allowance for losses (6,740) (6,740)
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Fair value of impaired
financial instruments $ 1,250 $ 1,481
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The activity in the allowance for losses account is as follows (in
thousands):
December 31, June 30,
1999 1999
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(unaudited)
Beginning balance $ 6,740 $ 7,018
Reductions - sale of asset - 278
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Ending balance $ 6,740 $ 6,740
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FORM 10-Q
QUARTERLY REPORT PAGE 8
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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.
The composition of the notes held by the Company by country of issuer
banks was, at the following dates, as follows:
December 31, June 30,
Country 1999 1999
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Germany 0% 4.5%
Turkey 44.3 22.2
Russia 36.7 28.8
Ukraine 5.6 4.5
Czech Republic 5.7 2.9
Indonesia --.- 34.6
Nigeria 7.7 2.5
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Total 100% 100%
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Note 5. Commitments
At December 31, 1999, the Company had commitments to purchase $11.0
million in forfaiting assets.
FORM 10-Q
QUARTERLY REPORT PAGE 9
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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 six month period
ended December 31, 1999 should be read in conjunction with the
consolidated financial statements and related notes included elsewhere
herein.
Results of Operations - Six Months Ended December 31, 1999
The following table sets forth the approximate percentage relationship to
total revenues of the principal items contained in the Company's
Consolidated Statements of Operations for the six month periods ended
December 31, 1999 and 1998.
Six Months Ended
December 31,
1999 1998
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(Unaudited)
Total revenue 100% 100%
Cost of revenues - interest 19 11
Gross profit 81 89
Selling, general and administrative
expenses 134 28
Net (loss) income (53) 61
Revenues for the six month period ended December 31, 1999 decreased by 59%
to $1.7 million from $4.1 million for the comparative period of 1998,
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 six month period ended December 31, 1999 arose
from the sale of Indonesian assets and proceeds received from another
asset held to maturity. The Indonesian assets were sold in the period
due to deteriorating market conditions in East Timor. During the six month
period ended December 31, 1998, there were no similar negative external
factors affecting the sale of assets.
Cost of revenues decreased by 31% for the six month period ended December
31, 1999 to $0.3 million from $0.4 million in the comparative period of
1998, as a result of lower interest expense due to a lower level of
borrowing related to financing a lesser number of transactions.
Selling, general and administrative expenses for the six month period
ended December 31, 1999 increased 93% to $2.2 million from $1.2 million in
the same period in 1998, primarily as a result of a $1.1 million write-off
of marketable investments.
The Company had net loss of $0.9 million, or $0.06 per share, for the six
month period ended December 31, 1999, compared to net income of $2.5
million, or $0.17 per share, for the comparative period of 1998.
FORM 10-Q
QUARTERLY REPORT PAGE 10
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No tax provision has been made for the six month period ended December 31,
1999 or for the fiscal years ended June 30, 1999, 1998 or 1997, 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 December 31, 1999
The following table sets forth the approximate percentage relationship to
total revenues of principal items contained in the Company's Consolidated
Statements of Operations for the three month periods ended December 31,
1999 and 1998.
Six Months Ended
December 31,
1999 1998
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(Unaudited)
Total revenue 100% 100%
Cost of revenues - interest 9 8
Gross profit 91 92
Selling, general and administrative
expenses 297 28
Net (loss) income (206) 64
Revenues for the three month period ended December 31, 1999 decreased by
77% to $0.6 million from $2.6 million for the comparative period of 1998,
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 three month period ended December 31, 1999
arose from the sale of Indonesian assets and proceeds received from
another asset held to maturity. The Indonesian assets were sold in the
period due to deteriorating market conditions in East Timor. During the
three month period ended December 31, 1998, there were no similar negative
external factors affecting the sale of assets.
Cost of revenues decreased by 75% for the three month period ended
December 31, 1999 to $52,000 from $0.2 million in the comparative period
of 1998, as a result of lower interest expense due to a lower level of
borrowing related to financing a lesser number of transactions.
Selling, general and administrative expenses for the three month period
ended December 31, 1999 increased 138% to $1.7 million from $0.7 million
in the same period in 1998, primarily as a result of a $1.1 million write-
off of marketable investments.
The Company had net loss of $1.2 million, or $0.08 per share, for the
three month period ended December 31, 1999 compared to net income of $1.6
million, or $0.11 per share, for the comparative period of 1998.
FORM 10-Q
QUARTERLY REPORT PAGE 11
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Liquidity and Capital Resources
Short term trading investments and related short-term borrowings are
reported as cash flow from operating activities. Working capital at
December 31, 1999 was $23.4 million compared to $24.3 million at June 30,
1999. This 4% decrease in working capital is attributable to a $5.5
million (24%) decrease in cash and compensating balances due to increases
in other current assets and prepaid expenses and a $6.7 million (39%)
decrease in forfaiting assets, reflecting the sale and maturity of assets
during the quarter with no corresponding further acquisition of assets.
Partially offsetting the decrease in working capital was a $9.1 million
(86%) decrease in accounts payable and bank overdrafts due to a reduction
in overdrafts and short-term loans, achieved from the sale proceeds from
forfaiting assets.
Net cash used in operating activities for the six month period ended
December 31, 1999 was $5.9 million compared to $2.1 million provided by
operating activities in the same period in 1998. This was due primarily to
an increase in other assets and prepaid expenses and a reduction in
accounts payable and bank overdrafts.
Net cash provided by financing activities for the six month period ended
December 31, 1999 was $9.2 million compared to $0.7 million used in
financing activities in the same period in 1998. This was due primarily
to a $8.7 million decrease in compensating balances during the six month
period ended December 31, 1999.
Cash and cash equivalents increased to $13.2 million at December 31, 1999
from $9.9 million at June 30, 1999.
At December 31, 1999 the Company had total assets of $33.1 million and
stockholders' equity of $23.4 million, compared to total assets of $42.8
million and total stockholders' equity of $24.3 million in the same period
in 1998.
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 92% of the
Company's cash and cash equivalents are denominated in U.S. dollars, while
approximately 75% of the Company's forfaiting assets and 82% of its
current liabilities are denominated in deutschmarks.
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.
FORM 10-Q
QUARTERLY REPORT PAGE 12
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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.
FORM 10-Q
QUARTERLY REPORT PAGE 13
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not presently subject to any material legal proceedings.
ITEM 5. OTHER INFORMATION
The Company has entered into an administration and management services
agreement (the "Services Agreement") with MFC Bancorp Ltd. ("MFC") dated
for reference January 31, 2000 pursuant to which MFC will provide
operating and management services to the Company for an initial term of
three years. Pursuant to the Services Agreement, MFC will be paid an
annual management fee and administration fee (respectively, the
"Management Fee" and the "Administration Fee") and has an option to
acquire up to 15% of the issued and outstanding common shares of the
Company after December 31, 2000 provided the Company reaches certain
performance targets based upon increases in net asset value of the Company
during the term of the Services Agreement. As part of the Services
Agreement, the Company's board of directors has been reconstituted to
consist of John Vowell, Naren Desai, Michael Smith and James Carter.
Mukesh Pancholi and Chandra Sekar have resigned as directors of the
Company. In addition, Mr. Smith has been appointed the Chief Executive
Officer and President of the Company.
Under the terms of the Services Agreement, the Company will pay MFC a
Management Fee equal to 15% of the pre-tax net income of the Company
(calculated before payment of the Management Fee and before any equity-
based compensation costs, as determined in accordance with U.S. GAAP) in
each financial year, payable quarterly on the day that is 45 days
following the end of each quarter.
The Company will also pay MFC an Administration Fee covering all expenses
actually incurred by MFC in connection with the administration of the
Company, including all travel expenses, consultant, counsel and related
fees and amounts paid to third parties, and all amounts reasonably
allocated in respect of management time and overhead necessary to the
provision of the administrative services, together with an amount equal to
15% thereof. The Administration Fee will be paid to MFC commencing on
March 15, 2000 and on the fifteenth day of each month thereafter.
In addition, two stockholders of the Company, being Collingwood
Investments Limited and North Cascade Limited, which hold in aggregate
11,000,000 shares (the "Euro Shares") of the common stock of the Company
(being approximately 65% of the issued and outstanding shares), have
entered into a support agreement with MFC dated for reference January 31,
2000 in the form attached as Schedule "B" to the Services Agreement,
whereby they have agreed to, among other things, (i) take such action that
may be required to fully carry out and implement the provisions and intent
of the Services Agreement, including the reconstitution of the Company's
board of directors and exercising the voting rights attached to the Euro
Shares in favour of electing directors of the Company as provided for in
the Services Agreement, and (ii) grant MFC a right of first refusal to
purchase the Euro Shares.
FORM 10-Q
QUARTERLY REPORT PAGE 14
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
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10 Administration and Management Services Agreement
between the Company and MFC Bancorp Ltd. dated for
reference January 31, 2000.
27 Article 5 - Financial Data Schedule for the 2nd
Quarter 2000 Form 10-Q.
(b) Reports on Form 8-K
None.
FORM 10-Q
QUARTERLY REPORT PAGE 15
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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: February 10, 2000
EURO TRADE & FORFAITING, INC.
By: /s/ Michael J. Smith
----------------------------------
Michael J. Smith, President and Chief
Executive Officer
FORM 10-Q
QUARTERLY REPORT PAGE 16
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
10 Administration and Management Services Agreement between
the Company and MFC Bancorp Ltd. dated January 31, 2000.
27 Article 5 - Financial Data Schedule for the 2nd Quarter
2000 Form 10-Q.