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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, 2000
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.)
Suite 1620, 400 Burrard Street, Vancouver, British Columbia V6C 3A6
(Address of principal executive offices)
(604) 683-5767
(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 February 13, 2000
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Common Stock, $0.001 25,445,224
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
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ITEM 1. FINANCIAL STATEMENTS
EURO TRADE & FORFAITING, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2000
(Unaudited)
FORM 10-Q
QUARTERLY REPORT PAGE 2
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EURO TRADE & FORFAITING, INC.
Consolidated Balance Sheets
(Unaudited)
(in thousands)
December 31, 2000 June 30, 2000
----------------- -------------
ASSETS
Current assets
Cash and cash equivalents $ 25,541 $ 16,338
Restricted cash balances - 1,139
Trading securities 1,032 -
Forfaiting assets 9 3,617
Note receivable 5,000 5,000
Interest receivable 68 211
Other 708 454
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32,358 26,759
Investment 427 -
--------- ---------
Total assets $ 32,785 $ 26,759
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and other
accrued expenses $ 126 $ 86
Bank loans payable - 3,681
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Total liabilities 126 3,767
Shareholders' equity
Common stock, par value $0.001,
50,000,000 shares authorized,
25,445,224 and 16,945,224 shares
issued and outstanding at
December 31, 2000 and June 30,
2000, respectively 25 17
Additional paid-in capital 35,813 25,264
Retained deficit (3,179) (2,289)
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Total stockholders' equity 32,659 22,992
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$ 32,785 $ 26,759
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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, 2000 December 31, 1999
----------------- -----------------
Revenue $ 242 $ 1,657
Expenses
Interest 25 309
General and administrative 888 1,123
Investment loss 219 1,100
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1,132 2,532
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Net loss $ (890) $ (875)
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Basic and diluted loss per share $ (0.05) $ (0.05)
========= =========
Weighted average number of common
shares outstanding (in thousands) 19,163 16,945
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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, 2000 December 31, 1999
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Revenue $ 217 $ 583
Expenses
Interest 1 52
General and administrative 574 630
Investment loss 219 1,100
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794 1,782
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Net loss $ (577) $ (1,199)
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Basic and diluted loss
per share $ (0.03) $ (0.07)
========= =========
Weighted average number of
common shares outstanding
(in thousands) 21,380 16,945
========= =========
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, 2000 December 31, 1999
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Cash Flows from Operating
Activities
Net loss $ (890) $ (875)
Investment loss 219 1,100
Adjustments to reconcile net
loss to cash flows from
operating activities
Changes in current assets and
liabilities
Interest receivable 143 1,178
Forfaiting assets 3,608 6,739
Accounts payable and other
accrued expenses 40 (127)
Other (254) (4,778)
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2,866 3,237
Purchases of trading
securities (1,428) -
Proceeds from sales of
trading securities 177 -
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Net cash flows from
operating activities 1,615 3,237
Cash Flows from Investing
Activities
Purchase of investment (427) -
Cash Flows from Financing
Activities
Loan (repayments to) from
banks (3,681) 457
Payment of other amounts due
to bank - (9,162)
Change in restricted cash
balances 1,139 8,729
Issuance of common shares
and warrants 10,557 -
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Net cash flows from
financing activities 8,015 24
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Net increase in cash
and cash equivalents 9,203 3,261
Cash and cash equivalents,
beginning of period 16,338 9,927
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Cash and cash equivalents,
end of period $ 25,541 $ 13,188
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The accompanying notes are an integral part of these financial statements.
FORM 10-Q
QUARTERLY REORT PAGE 6
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EURO TRADE & FORFAITING, INC.
Notes to Consolidated Financial Statements
December 31, 2000
(Unaudited)
Note 1. Basis of Presentation
The interim period consolidated financial statements contained herein
include the accounts of Euro Trade & Forfaiting, Inc. and its subsidiary
(collectively, the "Company").
The interim period consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the U.S. Securities
and Exchange Commission (the "SEC"). Certain information and footnote
disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such SEC rules and regulations. The
interim period consolidated financial statements should be read together
with the audited financial statements and the accompanying notes included
in the Company's latest amended annual report on Form 10-K/A 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. Diluted (loss) earnings per share takes
into consideration common shares outstanding (computed under basic (loss)
earnings per share) and potentially dilutive common shares.
Note 3. Forfaiting Assets
Forfaiting is a method of financing international trade. The Company
purchases from an exporter the debt due from an importer when credit is
required. The debt is usually evidenced by a series of negotiable
financial instruments such as promissory notes or by deferred payment
letters of credit opened by a bank. The notes are usually guaranteed by a
bank in the importer's country and, subject to the quality of the
guarantor, become marketable amongst international banks and other
financial institutions. In forfaiting, the notes are purchased without
recourse to the exporter.
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
Disclosure about Fair Value of Financial Instruments. The estimated fair
value amounts have been determined by the Company and independent experts
using available market information and appropriate valuation
methodologies.
The fair value of the non-impaired financial instruments approximates
carrying value due to the short-term maturity of the instruments. The
fair value of the non-impaired financial instruments is (in thousands) $8
and $3,616 at December 31, 2000 and June 30, 2000, respectively.
FORM 10-Q
QUARTERLY REPORT PAGE 7
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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):
December 31, June 30,
2000 2000
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(unaudited)
Recorded investments in
impaired financial
instruments $ 1,000 $ 1,000
Less allowance for losses (999) (999)
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Fair value of impaired
financial instruments $ 1 $ 1
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The Company did not have any activity in the allowance for losses account
in the six months and three months ended December 31, 2000 and December
31, 1999, respectively.
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 8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The following discussion and analysis of the financial condition and
results of operation of the Company for the six month and three month
periods ended December 31, 2000 should be read in conjunction with the
consolidated financial statements and related notes included elsewhere
herein.
Results of Operations - Six Months Ended December 31, 2000
Revenues for the six month period ended December 31, 2000 decreased to
$0.2 million from $1.7 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 six month period ended December 31, 2000
primarily arose from interest income accrued on the remaining forfaiting
assets and a note receivable.
Expenses for the six month period ended December 31, 2000 decreased to
$1.1 million from $2.5 million in the comparative period of 1999, as a
result of reduced losses from investments in trading securities and a
reduction in interest and general and administrative expenses.
The Company had a net loss of $0.9 million, or $0.05 per share,
respectively, for the six month periods ended December 31, 2000 and
December 31, 1999, respectively.
No tax provision has been made for the six month period ended December 31,
2000, based on pre-tax operation losses. The Company is subject to the
tax laws of both the United Kingdom and the United States.
Results of Operations - Three Months Ended December 31, 2000
Revenues for the three month period ended December 31, 2000 decreased to
$0.2 million from $0.6 million for the comparative period of 1999,
primarily as a result of a reduction in trading activity due to
deteriorating market conditions. Revenue in the three month period ended
December 31, 2000 primarily arose from interest income accrued on a note
receivable.
Expenses for the three month period ended December 31, 2000 decreased to
$0.8 million from $1.8 million in the comparative period of 1999,
primarily as a result of reduced losses from investments in trading
securities.
The Company had a net loss of $0.6 million, or $0.03 per share, for the
three month period ended December 31, 2000 compared to a net loss of $1.2
million, or $0.07 per share, for the comparative period of 1999.
No tax provision has been made for the three month period ended December
31, 2000, based on pre-tax operation losses. The Company is subject to
the tax laws of both the United Kingdom and the United States.
FORM 10-Q
QUARTERLY REPORT PAGE 9
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Liquidity and Capital Resources
Working capital at December 31, 2000 increased to $32.2 million from $23.0
million at June 30, 2000, primarily to as a result of a share issuance
completed in November 2000 and a $3.7 million decrease in bank loans
payable. Partially offsetting the increase in working capital was a $3.6
million decrease in forfaiting assets reflecting the sale and maturity of
assets during the six month period ended December 31, 2000 with no further
acquisition of assets.
Net cash provided by operating activities for the six month period ended
December 31, 2000 was $1.6 million compared to $3.2 million in the same
period in 1999. This was due primarily to a decrease in the sale/maturity
of forfaiting assets and purchases of trading securities.
Net cash used by investing activities for the six month period ended
December 31, 2000 was $0.4 million, consisting of the purchase of an
investment. The Company did not have any investing activity in the
comparative period of 1999.
Net cash provided by financing activities for the six month period ended
December 31, 2000 was $8.0 million, primarily as a result of the share
issuance completed in November 2000, compared to $24,000 in the same
period in 1999.
Cash and cash equivalents increased to $25.5 million at December 31, 2000
from $16.3 million at June 30, 2000.
At December 31, 2000, the Company had total assets of $32.8 million and
stockholders' equity of $32.7 million, compared to total assets of $26.8
million and total stockholders' 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 December 31, 2000,
approximately 92% of the Company's cash and cash equivalents were
denominated in U.S. dollars, while approximately 63% of its current
liabilities were denominated in sterling pounds.
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 amended annual report on Form 10-K/A
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.
FROM 10-Q
QUARTERLY REPORT PAGE 10
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PART II. OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
On November 3, 2000, the Company commenced an action, as amended, in the
United States District Court, Southern District of New York (the "New York
Court") against its former Chief Executive Officer, John Vowell, its
former Chairman, Chandra Sekar, its former Chief Financial Officer, Naren
Desai, John W. Duffell and John Does 1 - 10 (collectively, the
"Defendants") alleging, in part, that Mr. Vowell, Mr. Sekar and Mr. Desai
breached their fiduciary duties 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 "Euro
Trade Action"). 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
behavior.
On November 22, 2000, Clarion Investment and Mortgage and Clifftown
Holdings International Inc. and others (collectively, "Clifftown")
commenced an action, as amended, in the United States District Court for
the District of Columbia against, among others, the Company alleging,
among other things, that the Company violated certain United States
federal securities laws and breached its duty to state certain material
facts or to correct certain material facts previously disclosed in its
public filings with the Securities and Exchange Commission (the "Clifftown
Action"). The Company considers the Clifftown Action to be without merit
and intends to vigorously defend itself against Clifftown's allegations.
The Company regards the Clifftown Action to be a response to the Euro
Trade Action. An application has been made by, among others, the Company
to have the Clifftown Action transferred to the New York Court to be heard
with the Euro Trade Action.
On December 18, 2000, North Cascade Limited, Collingwood Investments
Limited and Kishor Kumar Kantilal Naik (collectively, "Collingwood")
commenced an action, as amended, in the New York court against, among
others, the Company as nominal defendant alleging, among other things,
violations of federal securities laws and applicable state law arising out
of an alleged improper acquisition of control of the Company by certain
defendants, including directors of the Company (the "Collingwood Action").
The Collingwood Action was brought by Collingwood in its own right and,
derivatively, to assert claims on behalf of the Company. The Collingwood
Action has been assigned to be heard by the same judge in the New York
Court as the Euro Trade Action. The Company considers the Collingwood
Action to be without merit and intends to vigorously defend itself against
Collingwood's allegations.
Although the Company considers the Clifftown Action and the Collingwood
Action to be without merit, it is unable to predict the final outcome at
this time. An adverse outcome could materially affect the Company's
results of operations and financial position. In addition, the Company's
involvement in the Euro Trade Action, the Clifftown Action and the
Collingwood Action, regardless of their eventual outcome, will likely be
costly and time consuming. Substantial expenses are expected to be
incurred in connection with the litigation. Accordingly, there can be no
assurance that the litigation may not have a material adverse impact on
the Company's results of operations and financial position.
FORM 10-Q
QUARTERLY REPORT PAGE 11
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its annual meeting of shareholders on November 27, 2000.
At the meeting, Michael J. Smith, James Carter, Slobodan Andjic and Simon
Law were elected directors of the Company, as follows:
ABSTENTIONS AND
VOTES FOR VOTES WITHHELD BROKER NON-VOTES
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Michael J. Smith 19,702,663 - -
James Carter 19,702,663 - -
Slobodan Andjic 19,702,663 - -
Simon Law 19,702,663 - -
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
The Company filed the following reports with respect to the indicated
items during the three months ended December 31, 2000:
Form 8-K dated December 1, 2000:
Item 5. Other Events.
Form 8-K dated November 15, 2000:
Item 5. Other Events.
Item 7. Financial Statements and Exhibits.
FORM 10-Q
QUARTERLY REORT PAGE 12
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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 14, 2001
EURO TRADE & FORFAITING, INC.
By: /s/ Michael J. Smith
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Michael J. Smith, President
and Chief Executive Officer
FORM 10-Q
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