1
==========================================================================
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 September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------- ----------
Commission file number: 000-26031
EURO TRADE & FORFAITING, INC.
(Exact name of Registrant as specified in its charter)
Utah 87-0571580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
42 Brook Street, London, England, W1Y 1YB
(Address of principal executive offices)
(44 207) 958-9026
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date:
Class Outstanding at November 8, 2000
----- -------------------------------
Common Stock, $0.001 16,945,224
par value
==========================================================================
2
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent that they are not based on
historical events, constitute forward-looking statements. Forward-looking
statements include, without limitation, statements regarding the outlook
for future operations, forecasts of future costs and expenditures,
evaluation of market conditions, the outcome of legal proceedings, the
adequacy of reserves, or other business plans. Investors are cautioned
that forward-looking statements are subject to an inherent risk that
actual results may vary materially from those described herein. Factors
that may result in such variance, in addition to those accompanying the
forward-looking statements, include changes in interest rates, prices, and
other economic conditions; actions by competitors; natural phenomena;
actions by government authorities; uncertainties associated with legal
proceedings; technological development; future decisions by management in
response to changing conditions; and misjudgments in the course of
preparing forward-looking statements.
PART I. FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
EURO TRADE & FORFAITING, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(Unaudited)
FORM 10-Q
QUARTERLY REPORT PAGE 2
3
EURO TRADE & FORFAITING, INC.
Consolidated Balance Sheets
(Unaudited)
(in thousands)
September 30, 2000 June 30, 2000
------------------ -------------
ASSETS
Current assets
Cash and cash equivalents $ 16,601 $ 16,338
Restricted cash balances - 1,139
Forfaiting assets 276 3,617
Note receivable 5,000 5,000
Interest receivable 102 211
Other 667 454
---------- ----------
22,646 26,759
Investment 427 -
---------- ----------
$ 23,073 $ 26,759
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and other accrued
expenses $ 88 $ 86
Bank loans payable 306 3,681
---------- ----------
Total liabilities 394 3,767
Shareholders' equity
Common stock, par value $0.001; 50,000,000
shares authorized; 16,945,224 shares
issued and outstanding at September 30
and June 30, 2000 17 17
Additional paid-in capital 25,264 25,264
Retained deficit (2,602) (2,289)
---------- ----------
22,679 22,992
---------- ----------
$ 23,073 $ 26,759
========== ==========
The accompanying notes are an integral part of these financial statements.
FORM 10-Q
QUARTERLY REPORT PAGE 3
4
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
September 30, 2000 September 30, 1999
------------------ ------------------
Revenue $ 25 $ 1,074
Expenses
Interest 24 257
General and administrative 314 493
---------- ----------
338 750
---------- ----------
Net income (loss) $ (313) $ 324
========== ==========
Basic earnings (loss) per share $ (0.02) $ 0.02
========== ==========
Weighted average number of common
shares outstanding (in thousands) 16,945 16,945
========== ==========
The accompanying notes are an integral part of these financial statements.
FORM 10-Q
QUARTERLY REPORT PAGE 4
5
EURO TRADE & FORFAITING, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
For the Three For the Three
Months Ended Months Ended
September 30, 2000 September 30, 1999
------------------ ------------------
Cash Flows from Operating Activities
Net income (loss) $ (313) $ 324
Adjustments to reconcile net
income (loss) to cash flows
from operating activities
Changes in current assets and
liabilities
Interest receivable 109 1,057
Forfaiting assets 3,341 11,111
Accounts payable and other
accrued expenses 2 (125)
Other (213) (4,244)
---------- ----------
Net cash flows from operating
activities 2,926 8,123
Cash Flows from Investing Activities
Purchase of available-for-sale
securities (427) -
Cash Flows from Financing Activities
Loan repayments to banks (3,375) (3,910)
Payment of other amounts due to bank - (9,571)
Change in restricted cash balances 1,139 7,948
---------- ----------
Net cash flows from
financing activities (2,236) (5,533)
---------- ----------
Net increase in cash
and cash equivalents 263 2,590
Cash and cash equivalents, beginning
of period 16,338 9,927
---------- ----------
Cash and cash equivalents, end of
period $ 16,601 $ 12,517
========== ==========
The accompanying notes are an integral part of these financial statements.
FORM 10-Q
QUARTERLY REPORT PAGE 5
6
EURO TRADE & FORFAITING, INC.
Notes to Consolidated Financial Statements
September 30, 2000
(Unaudited)
Note 1. Basis of Presentation
The interim period consolidated financial statements contained herein
include the accounts of Euro Trade & Forfaiting, Inc. and its subsidiary
(collectively, the "Company").
The interim period consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the U.S. Securities
and Exchange Commission (the "SEC"). Certain information and footnote
disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such SEC rules and regulations. The
interim period consolidated financial statements should be read together
with the audited financial statements and the accompanying notes included
in the Company's latest annual report on Form 10-K for the fiscal year
ended June 30, 2000. In the opinion of the Company, the unaudited
consolidated financial statements contained herein contain all adjustments
necessary to present a fair statement of the results of the interim
periods presented.
Note 2. (Loss) Earnings Per Share
Basic (loss) earnings per share is computed by dividing (loss) income
available to common shareholders by the weighted average number of common
shares outstanding in the period.
Note 3. Forfaiting Assets
Forfaiting is a method of financing international trade. The Company
purchases from an exporter the debt due from an importer when credit is
required. The debt is usually evidenced by a series of negotiable
financial instruments such as promissory notes or by deferred payment
letters of credit opened by a bank. The notes are usually guaranteed by a
bank in the importer's country and, subject to the quality of the
guarantor, become marketable amongst international banks and other
financial institutions. In forfaiting, the notes are purchased without
recourse to the exporter.
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
Disclosure about Fair Value of Financial Instruments. The estimated fair
value amounts have been determined by the Company and independent experts
using available market information and appropriate valuation
methodologies.
The fair value of the non-impaired financial instruments approximates
carrying value due to the short-term maturity of the instruments. The
fair value of the non-impaired financial instruments is (in thousands)
$275 and $3,616 at September 30, 2000 and June 30, 2000, respectively.
FORM 10-Q
QUARTERLY REPORT PAGE 6
7
Management makes regular credit reviews of the forfaiting portfolio on an
individual loan basis. Past experience, current economic conditions and
problems associated with borrowers are all factors in determining the
adequacy of the allowance for losses. The allowance is increased by
provision charged to operating expense, and reduced by recoveries and
charge-offs.
The following disclosure of the financial instruments which are impaired
is made in accordance with the requirements of SFAS No. 118, Accounting by
Creditors for Impairment of a Loan - Income Recognition and Disclosures.
The carrying value of the impaired financial instruments is measured at
fair value.
The fair value of the impaired financial instruments is as follows (in
thousands):
September 30, September 30,
2000 1999
------------- -------------
(unaudited) (unaudited)
Recorded investments in impaired
financial instruments $ 1,000 $ 8,721
Less allowance for losses (999) (6,740)
----------- -----------
Fair value of impaired
financial instruments $ 1 $ 1,481
=========== ===========
The activity in the allowance for losses account is as follows (in
thousands):
September 30, September 30,
2000 1999
------------- -------------
(unaudited) (unaudited)
Beginning balance $ 999 $ 6,740
Provision for loss - -
Reductions - sale of asset - -
----------- -----------
Ending balance $ 999 $ 6,740
=========== ===========
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.
Note 4. Reclassifications
Certain comparative figures have been reclassified to conform with the
current period's presentation.
FORM 10-Q
QUARTERLY REPORT PAGE 7
8
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 three month
period ended September 30, 2000 should be read in conjunction with the
consolidated financial statements and related notes included elsewhere
herein.
Results of Operations - Three Months Ended September 30, 2000
Revenues for the three month period ended September 30, 2000 decreased by
98% to $25,000 from $1.1 million for the comparative period of 1999,
primarily as a result of a reduction in trading activity due to
deteriorating market conditions and a loss on the collection of a
deutschmark denominated forfaiting asset as a result of a devaluation in
the deutschmark. Revenue in the three month period ended September 30,
2000 primarily arose from interest income accrued by the remaining
forfaiting assets and note receivable.
Cost of revenues decreased by 55% for the three month period ended
September 30, 2000 to $0.3 million from $0.8 million in the comparative
period of 1999, primarily as a result of a reduction in interest and
general and administrative expenses.
The Company had a net loss of $0.3 million, or $0.02 per share, for the
three month period ended September 30, 2000, compared to net income of
$0.3 million, or $0.02 per share, for the comparative period of 1999.
No tax provision has been made for the three month period ended September
30, 2000 or for the fiscal year ended June 30, 2000, based on pre-tax
operation losses. The Company is subject to the tax laws of both the
United Kingdom and United States.
Liquidity and Capital Resources
Working capital at September 30, 2000 was $22.2 million compared to $23.0
million at June 30, 2000. This 3% decrease in working capital is
attributable to a $1.1 million decrease in restricted cash balances and a
$3.3 million decrease in forfaiting assets, reflecting the sale and
maturity of assets during the quarter with no further acquisition of
assets. Partially offsetting the decrease in working capital was a $3.4
million decrease in bank loans payable.
Net cash provided by operating activities for the three month period ended
September 30, 2000 was $2.9 million compared to $8.1 million in the same
period in 1999. This was due primarily to a decrease in the sale/maturity
of forfaiting assets.
Net cash used by financing activities for the three month period ended
September 30, 2000 was $2.2 million compared to $5.5 million in the same
period in 1999. This was due primarily to a $6.8 million change in
restricted cash balances offset by a $9.6 million payment of other amounts
due to bank.
FORM 10-Q
QUARTERLY REPORT PAGE 8
9
Cash and cash equivalents increased to $16.6 million at September 30, 2000
from $16.3 million at June 30, 2000.
At September 30, 2000, the Company had total assets of $23.1 million and
shareholders' equity of $22.7 million, compared to total assets of $26.8
million and total shareholders' equity of $23.0 million at June 30, 2000.
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. As at September 30, 2000,
approximately 98% of the Company's cash and cash equivalents were
denominated in U.S. dollars, while approximately 100% of the Company's
forfaiting assets and 78% of its current liabilities were denominated in
sterling pounds.
Since a substantial portion of the Company's revenues and assets are
denominated in foreign currencies, 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.
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, 2000 for information concerning market risk. The Company
is of the opinion that there were no material changes in market risk since
June 30, 2000.
FORM 10-Q
QUARTERLY REPORT PAGE 9
10
PART II. OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
On November 3, 2000, the Company commenced an action in the United States
District Court, Southern District of New York, against its former Chief
Executive Officer, John Vowell, and others (collectively, the
"Defendants") alleging, in part, that Mr. Vowell breached his fiduciary
duty to the Company and, along with the other Defendants, participated in
a wide-ranging fraudulent scheme to benefit themselves and their
associates at the expense of the Company. The Company is seeking to
recover from the Defendants, among other things, actual and punitive
damages, as well as the return of certain shares issued to the Defendants
as a result of their fraudulent behaviour.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
------- -----------
27 Article 5 - Financial Data Schedule for the 1st Quarter 2001
Form 10-Q.
(b) Reports on Form 8-K
None.
FORM 10-Q
QUARTERLY REPORT PAGE 10
11
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: November 8, 2000
EURO TRADE & FORFAITING, INC.
By: /s/ Michael J. Smith
---------------------------------
Michael J. Smith, President and Chief
Executive Officer
FORM 10-Q
QUARTERLY REPORT PAGE 11
12
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
27 Article 5 - Financial Data Schedule for the 1st Quarter 2001
Form 10-Q.