UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM - 10QSB
[x] QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 2002
[ ] 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: 1-15277
Rampart Capital Corporation
(Exact Name of Registrant as specified in its charter)
TEXAS 6159 76-0427502
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification Number)
organization) Code Number)
16401 Country Club Drive
Crosby, Texas
(Address of Principal Executive Office)
77532
(Zip Code)
713-223-4610
(Registrant's Telephone Number)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
As of Aug 5, 2002, the registrant had 2,905,143 shares of common stock
outstanding after deduction of 144,857 shares of treasury stock.
Transitional Small Business Disclosure Format (check one):
Yes [ ]
No [x]
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page No.
Consolidated Balance Sheets at June 30, 2002 (unaudited)
and December 31, 2001 (audited). . . . . . . . . . . . . . . . . . . .1
Unaudited Consolidated Statements of Operations for the
Three Months and Six Months ended June 30, 2002 and 2001 . . . . . . .2
Unaudited Consolidated Statements of Cash Flows for the Six
Months ended June 30, 2002 and 2001. . . . . . . . . . . . . . . . . .3
Notes to the Unaudited Consolidated Financial Statements. . . . . . . .5
Item 2. Management's Discussion and Analysis or Plan of Operations. . . . . . .8
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . 14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . 14
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RAMPART CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2002 DECEMBER 31, 2001
--------------- -------------------
(UNAUDITED) (AUDITED)
ASSETS
Cash $ 595,272 $ 1,071,223
Purchased asset pools, net 1,458,087 1,573,942
Commercial ventures, net 7,109,896 6,399,044
Investment real estate 2,332,086 1,635,147
Investment in real estate joint ventures 1,904,829 1,763,505
Notes receivable, real estate bridge lending 3,052,333 2,572,458
Notes receivable, other financing 2,978,289 3,374,904
Notes receivable from related parties, net 152,498 154,868
Property and equipment, net 414,761 430,959
Other assets 540,921 739,147
Minority interest - 190,318
--------------- -------------------
Total assets $ 20,538,972 $ 19,905,515
--------------- -------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Notes payable $ 6,911,459 $ 6,402,329
Notes payable to related parties 1,245,159 805,000
Accounts payable and accrued expenses 739,853 1,012,858
Deferred tax liability - 104,000
--------------- -------------------
Total liabilities 8,896,471 8,324,187
--------------- -------------------
Commitments and contingencies
Stockholders' equity
Preferred Stock, $.01 par value; 10,000,000
shares authorized; none issued.
Common stock, $.01 par value; 10,000,000 shares
authorized; 3,050,000 shares issued. 30,500 30,500
Additional paid-in-capital 6,194,255 6,194,255
Retained earnings 5,796,245 5,735,072
Treasury stock, 144,857 shares, at cost (378,499) (378,499)
--------------- -------------------
Total stockholders' equity 11,642,501 11,581,328
--------------- -------------------
Total liabilities and stockholders' equity $ 20,538,972 $ 19,905,515
--------------- -------------------
See Notes to Consolidated Financial Statements
1
RAMPART CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------- ------------- ------------- -------------
Net gain on collections on purchased
asset pools $ 153,208 $ 344,617 $ 328,983 $ 672,338
Commercial ventures income 608,257 836,776 1,126,405 1,569,716
Investment real estate income 127,202 763,753 193,388 1,943,253
Equity in earnings of investment real
estate ventures 49,614 10,307 77,555 10,307
Real estate bridge lending income, net 154,691 180,605 243,713 253,455
Other financing income (loss), net 74,727 47,715 31,329 80,993
Other income (expense) 6,180 6,807 13,450 6,991
------------- ------------- ------------- -------------
Total revenue 1,173,878 2,190,580 2,014,823 4,537,053
Costs of real estate sales 58,095 359,674 61,521 1,163,288
Operating and other costs 499,109 535,792 957,287 943,664
General and administrative expenses 700,635 476,830 1,302,185 1,081,012
Interest expense 137,686 160,006 174,929 276,139
Minority interests - (24,532) (8,272) (118,328)
------------- ------------- ------------- -------------
Total operating expense 1,395,525 1,507,770 2,487,650 3,345,775
------------- ------------- ------------- -------------
Income (loss) before income tax benefit
and extraordinary item (221,647) 682,810 (472,827) 1,191,278
Income tax benefit 54,000 25,000 104,000 50,000
------------- ------------- ------------- -------------
Net income (loss) before extraordinary
item (167,647) 707,810 (368,827) 1,241,278
------------- ------------- ------------- -------------
Extraordinary item, extinguishment of
debt, net of taxes - - 430,000 -
------------- ------------- ------------- -------------
Net income (loss) $ (167,647) $ 707,810 $ 61,173 $ 1,241,278
Basic and diluted earnings (loss) per
common share:
Net income (loss) from operations $ (0.06) $ 0.24 $ (0.13) $ 0.43
Extraordinary item - - 0.15 -
------------- ------------- ------------- -------------
Net income (loss) per common share $ (0.06) $ 0.24 $ 0.02 $ 0.43
------------- ------------- ------------- -------------
Average common shares outstanding 2,905,143 2,905,143 2,905,143 2,905,143
------------- ------------- ------------- -------------
2
RAMPART CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
--------------------------
2002 2001
------------ ------------
Cash flows from operating activities:
Net income $ 61,173 $ 1,241,278
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation 100,736 100,424
Amortization of cost of asset pools 114,790 222,371
Amortization of deferred gain on joint venture assets (68,703) -
Cost of real estate - 1,163,288
Change in loan loss reserve - (13,063)
Change in loan loss reserve, related parties 120,000 -
Equity in earnings of real estate joint venture (77,555) (10,307)
Other costs capitalized - (4,362)
Minority interests (8,272) (118,328)
Deferred taxes (104,000) (50,000)
Extraordinary item (430,000) -
Changes in operating assets and liabilities:
Investment real estate (757,395) (953,227)
Other assets 198,226 (322,840)
Accrued interest income 27,746 (153,176)
Accrued interest income, related parties (8,746) -
Accounts payable and accrued expenses (273,005) 38,332
Accrued interest expense 2,638 73,181
Accounts payable to related parties - (326,919)
------------ ------------
Net cash provided (used) by operating activities (1,102,367) 886,652
------------ ------------
Cash flows from investing activities:
Purchase of commercial real estate (744,058) (40,229)
Reimbursed costs previously capitalized - 112,270
Real estate joint ventures:
Investments (165,000) -
Distributions 231,455 66,554
Notes receivable:
Advances (525,000) (8,271,744)
Collections 368,170 2,790,581
Advances to related parties (110,000) -
Collections from related parties 1,116 618
Purchase of asset pools - (678)
Proceeds from purchased assessments - 5,596
Purchase of property and equipment (37,860) (3,311)
------------ ------------
Net cash used by investing activities (981,177) (5,339,983)
------------ ------------
3
RAMPART CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
Cash flows from financing activities:
Proceeds from notes payable 1,691,606 7,663,007
Proceeds from notes payable to related parties 465,000 660,000
Payments on notes payable (524,172) (3,326,112)
Payments on notes payable to related parties (24,841) -
----------- ------------
Net cash provided by financing activities 1,607,593 4,996,895
----------- ------------
Net increase (decrease) in cash (475,951) 543,564
Cash at beginning of period 1,071,223 174,223
----------- ------------
Cash at end of period $ 595,272 $ 717,787
----------- ------------
Supplemental cash flow information:
Cash paid for interest $ 172,291 $ 202,958
----------- ------------
See Notes to Consolidated Financial Statements
4
RAMPART CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim financial information
-------------------------------
The accompanying unaudited financial statements have been prepared
without audit in accordance with accounting standards generally
accepted in the United States of America for interim financial
information on a basis consistent with the annual audited consolidated
financial statements and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by accounting principles
generally accepted in the United States of America for complete
financial statements. The results of operations of interim periods are
not necessarily indicative of results to be expected for an entire
year. In the opinion of management, all adjustments (consisting of
normal recurring accruals) and disclosures considered necessary for a
fair presentation of the results of operations and cash flows for the
periods presented have been included. The consolidated financial
statements should be read in conjunction with the Company's audited
consolidated financial statements included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2001.
Principles of Consolidation
---------------------------
The consolidated financial statements include the assets of Rampart
Capital Corporation and its wholly owned subsidiaries (herein referred
to as "Rampart" or the "Company"). As of June 30, 2002, the Company
owns a 100% interest in a partnership that is reported using the full
consolidation method. Before March 31, 2002 the Company owned a 51%
interest in the partnership and reported the ownership interests of
minority participants as minority interest. As of March 31, 2002, when
the Company became the 100% owner of the partnership interest, all
minority interest was eliminated and became part of the Company's
investment in the partnership. The consolidated financial statements
of the Company as of and for the period ending June 30, 2002 include
100% of the assets and liabilities of the partnership.
In March and June of 2001, the Company sold a one-half ownership
interest in a majority of its residential lots and acreage within the
Newport real estate project to a Canadian development and investment
company. The project is being reported as a joint venture between
Rampart and the Canadian company and is accounted for using the equity
method of accounting.
In December 2001, the Company purchased a 50% interest in a real
estate joint venture. This project is being accounted for using the
equity method of accounting.
Real Estate Financing
---------------------
Revenues from real estate financing, which include both real estate
bridge lending and other financing, are reported net of direct
financing costs, primarily interest expenses, associated with the
financing of each project. The gross real estate financing revenues
and financing costs for the three months ending June 30, 2002 and 2001
were as follows:
5
RAMPART CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
2002 2001 2002 2001
Gross real estate bridge lending revenues $ 185,063 $ 323,651 $ 351,431 $ 491,699
Less: Bridge lending costs ( 30,373) (143,046) (107,718) (238,244)
---------- ---------- ---------- ----------
Real estate bridge lending income, net $ 154,690 $ 180,605 $ 243,713 $ 253,455
---------- ---------- ---------- ----------
Gross other financing revenues $ 74,727 $ 47,715 $ 151,329 $ 80,993
Less: Other financing costs - - (120,000) -
---------- ---------- ---------- ----------
Other financing income (loss), net $ 74,727 $ 47,715 $ 31,329 $ 80,993
---------- ---------- ---------- ----------
Other income
------------
Other income is comprised of investment income and miscellaneous
revenue. Revenue is recognized as earned.
NOTE 2 - NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share has been computed for all periods
presented and is based on the weighted average number of shares of
common stock and common stock equivalents outstanding during each
period. There are no common stock equivalents resulting from dilutive
stock purchase warrants or options.
NOTE 3 - ACQUISITIONS
On January 7, 2000, the Company finalized the acquisition of a 51%
interest in Greater Houston Gulf Partners, LTD (the "Partnership). The
Partnership was formed to acquire, own and manage a condominium
redevelopment project (the "Project"). In connection with the
Project's initial acquisition, the Company made a loan to the
Partnership for $1.1 million to provide financing for the acquisition
of the Project. The balance of the Project purchase price, and
developmental funds were provided to the Partnership by a bank loan in
the amount of $2.9 million and additional loans of $1.4 million from
the partners. Subsequently, the bank loan was reduced by flood
insurance proceeds and renewed at $1.8 million. On March 31, 2002, the
minority partners forgave $660,000 in debt to the Partnership and the
Company assumed a 100% ownership interest in the Partnership.
NOTE 4 - SEGMENT REPORTING
The Company operates in four business segments: (i) collections of
purchased asset pools, (ii) commercial real estate ventures, (iii)
investment real estate and joint ventures and (iv) real estate
financing. The purchased asset pools segment involves the acquisition,
management, servicing and realization of income from collections on or
sales of portfolios of undervalued financial assets, and in some
instances, real estate the Company may acquire as part of an asset
pool or by foreclosing on the collateral underlying an acquired real
estate debt. The commercial ventures segment involves holding
foreclosed and acquired improved real estate for appreciation and the
production of income. The investment real estate segment involves
holding foreclosed and acquired unimproved real estate for future
appreciation and acquiring unimproved real estate in conjunction with
short-term funding for developers. The real estate financing segment
is comprised of short-term financing of real estate at high yields and
real estate notes held by the Company from financing the sale of
Company assets. The notes are fully secured by real estate or other
collateral. "Unallocated" represents activities that are general
corporate in nature and do not relate specifically to any one segment.
Unallocated segment assets consist of cash, prepaid assets and
non-segmental property and equipment. Unallocated revenue consists of
interest income generated from overnight money market invested funds
and miscellaneous other income. Financial information by reportable
operating segment is as follows:
6
As of and for the Six Months Ended June 30, 2002
-----------------------------------------------------------------------------------
Collections of Commercial Investment Real
Purchased Real Estate Real Estate & Estate
Asset Pools Ventures Joint Ventures Financing Unallocated Totals
------------ ----------- --------------- ---------- ------------- ------------
Revenue $ 328,983 $1,126,405 $ 270,943 $ 275,042 $ 13,450 $ 2,014,823
Equity in earnings of
real estate joint ventures - - 77,555 - - 77,555
Segment profit (loss) 91,676 (472,132) 27,436 185,859 (305,666) (472,827)
Extraordinary item - 430,000 - - - 430,000
Assets of real estate joint
ventures, equity method - - 1,904,829 - - 1,904,829
Identifiable assets 1,458,087 7,473,098 4,236,915 6,183,120 1,187,752 20,538,972
Depreciation and amortization - 92,454 - - 8,282 100,736
Capital expenditures - 781,740 - - 25,178 806,918
Investment in segment assets - - 165,000 610,000 - 775,000
Interest expense - 78,299 76,247 - 20,383 174,929
As of and for the Six Months Ended June 30, 2001
---------------------------------------------------------------------------------
Collections of Commercial Investment Real
Purchased Real Estate Real Estate & Estate
Asset Pools Ventures Joint Ventures Financing Unallocated Totals
------------ ----------- --------------- ---------- ------------- ----------
Revenue $ 672,338 $1,569,716 $ 1,953,560 $ 334,448 $ 6,991 $4,537,053
Equity in earnings of
real estate joint ventures - - 10,307 - - 10,307
Segment profit (loss) 476,526 (304,557) 882,727 317,580 (180,998) 1,191,278
Extraordinary item - - - - - -
Assets of real estate joint
ventures, equity method - - 790,739 - - 790,739
Identifiable assets 1,945,991 8,191,902 2,373,346 9,623,357 1,543,543 3,678,139
Depreciation and amortization - 91,247 - - 9,177 100,424
Capital expenditures - 40,227 - - 3,311 3,538
Investment in segment assets 678 - 953,227 5,200,000 - 6,153,905
Interest expense 106 198,441 34,640 - 42,952 276,139
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001
Revenues decreased $2,522,230 from $4,537,053 during the six months ending June
30, 2001 to $2,014,823 during the first six months of 2002. The decrease in
revenues consisted of reduced commercial ventures revenues of $443,311, reduced
investment real estate revenues of $1,682,617, reduced real estate financing
revenues, net of $59,406, and reduced net gain on collections on asset pools of
$343,355, offset by an increase in unallocated revenues of $6,459. The decrease
in commercial ventures revenue was due to decreases of approximately $522,400 in
residential unit sales from the condominium redevelopment project, offset by
increased sales of approximately $59,000 at the Newport Golf Club and Conference
Center and increases of approximately $20,000 from rentals from our Dallas and
San Antonio retail centers. The decrease in revenues from the condominium
redevelopment project was due to the cessation of all sales after the flooding
of the condominium units in June 2001 and the subsequent restoration. All
condominium units were restored and placed back on the market as of March 31,
2002. We received offers to buy all 77 of the condominium units owned by the
condominium redevelopment project during the second quarter of 2002. These units
are expected to close during the third and fourth quarters of 2002 with a
combined sales price of approximately $3,720,000. The decrease in investment
real estate revenues was entirely due to a decrease in real estate sales from
the Newport project of approximately $1,699,000, which was offset by an increase
of revenues from our Conroe properties of approximately $16,000. During the
first six months of 2001, we entered into a joint venture agreement with a
Canadian development and investment company and sold to them a 50% interest in
739 residential lots and 302 acres of undeveloped land. This transaction
produced revenues of approximately $1,805,000 in the first six months of 2001.
In addition to this sale of our 50% interest, we had other sales of residential
lots that produced approximately $137,000 in sales during the first half of
2001. During the same period in 2002 we had sales of $95,000 to our 50% joint
venture partner and approximately $148,000 in revenues from residential lot
sales to third party builders. Real estate financing net revenues decreased by
$59,406 because of a loan loss impairment required when the value of the asset
securing the loan declined to less than the amount due on the loan. Some of our
loans are secured by publicly traded stock, which declined below the carrying
value of the loans and, as such, an impairment of $120,000 was recognized. The
amount of the impairment will be increased for any further declines in the value
of the collateral, and decreased for any increases in the value of the
collateral or principal reductions in the amounts of the notes receivable. This
decrease in real estate financing revenues resulting from loan impairment costs
was offset by increases from other real estate financing revenues of
approximately $60,000, which resulted from increased earnings from a wider
spread between our cost of capital and our lending rates on financing projects.
On June 30, 2002, we had $6,183,120 in project loans compared to $9,623,357 on
June 30, 2001. Revenues from net gain on collections on asset pools decreased by
$343,355 in the first half of 2002 compared to the same period in 2001 because
of slower collections activity in that segment.
Costs of real estate sales were $1,101,767 lower in the six months ended June
30, 2002 compared to the corresponding period in 2001. Cost of real estate
sales from the condominium redevelopment project decreased from $367,956 in the
first half of 2001 to no cost of real estate sales for the first quarter of
2002. We also experienced a decrease in cost of real estate sales at the
Newport project of $733,811 due to a large sale of a 50% interest in 739
residential lots and 302 acres of undeveloped land in the first half of 2001 for
which there were only 45 lots sold to our 50% joint venture partner in the first
quarter of 2002.
Operating and other costs increased by $13,623 from $943,664 for the six months
ending June 30, 2001 to $957,287 for the same period in 2002. These operating
cost increases were primarily the result of higher costs of operations at
Newport Golf Club and Conference Center, which corresponded with its higher
retail sales. Operating costs at the Newport Golf Club and Conference Center
increased from $855,596 in the six months ended June 30, 2001 to $957,287 for
the six months ended June 30, 2002. This increase was offset by decreases in
operating costs at the condominium redevelopment project of $84,819 and at the
Newport project of $3,249 during the first half of 2002 compared to the same
quarter in 2001.
General and administrative ("G&A") expenses increased $221,173 from $1,081,012
in the first half of 2001 to $1,302,185 in the same period of 2002. G&A
expenses that increased significantly included legal expenses which increased by
approximately $103,000, state of Texas franchise taxes which increased by
approximately $25,000, property appraisal fees of approximately $37,000 incurred
in 2002 for which there was no corresponding expense in 2001, and a reduction in
reimbursements and homeowner's fee abatements of approximately $59,000. Legal
expenses were higher due to increased litigation on collections of asset pools.
We accrued higher state of Texas franchise taxes due to the expiration of some
franchise loss carryforward deductions at the end of 2001. In the first half of
2001, we received expense credits for homeowner's fee abatements and
reimbursements of previously incurred expenses at the condominium redevelopment
project as a result of the flooding at the project. These expense credits
received in the first half of 2001 were a one-time event that did not recur in
the same period of 2002. Property appraisals were obtained on all major real
estate properties owned by the company in the first half of 2002 for which there
was no corresponding expense in the same period of 2001.
Minority interests expense reduced total operating expenses by $8,272 during the
six months ended June 30, 2002 and by $118,328 for the same period in 2001.
Minority interests expense represents the minority partners' share of the
condominium redevelopment project's revenues and expenses. We held a 51%
8
ownership interest in the Partnership until March 31, 2002, when we assumed a
100% ownership interest. As a result of assuming full ownership in the project,
no further minority expense from the project will be recorded in the future.
Interest expense decreased $101,210 from $276,139 in the first half of 2001 to
$174,929 for the same period in 2002. The majority of the decrease in interest
expense was attributable to the commercial ventures segment, which reported a
total interest decrease of approximately $120,000, almost all of which related
to the condominium redevelopment project. Lower interest was incurred at the
condominium redevelopment project because flood insurance proceeds had been used
to reduce the bank loan on this project by approximately $500,000 and all of the
interest incurred on this loan was being capitalized in the first quarter of
2002 during the flood restoration period. Approximately $96,000 of interest was
capitalized into the cost of the restored condominium units during the six
months ended June 30, 2002 compared to no interest expense being capitalized in
the same period of 2001.
Our income before income taxes decreased $1,664,105 from income of $1,191,278
during the first six months of 2001 to a loss of $472,827 for the same period in
2002. The decreased income consisted of a decrease of $167,575 from commercial
real estate ventures, a decrease of $855,291 from investment real estate, a
decrease of $131,721 from real estate financing activities, and a decrease of
$384,850 from net gain on collections on asset pools. There was an additional
decrease of $124,668 in income before income taxes from revenues and expenses
not allocated in any specific segment. The decrease in income before income
taxes in the commercial venture segment resulted from lower income of $39,366
from Newport Golf Course and Conference Center, lower income of $33,039 from the
Dallas and San Antonio retail centers, lower income of $86,412 from the
operations of the condominium redevelopment project, and higher costs allocated
to the commercial ventures segment of $8,758 during the six months ended June
30, 2002 as compared to the same period in 2001. The decrease in income before
income taxes from investment real estate was primarily due to decreased sales of
approximately $1,835,000 from the Newport real estate project, resulting from a
large sale in the first half of 2001 for which there was no corresponding large
sale in the same period of 2002. Real estate financing reported lower income
primarily due to a loan impairment of $120,000 on one of the real estate
financing loans. The decrease in income from net gains on collections of
purchased asset pools was due to a decline of $343,355 in collection revenues in
addition to incurring higher overhead costs of $41,495 consisting primarily of
increased litigation activities.
Income tax benefit was $50,000 for the first six months of 2001 compared to
$104,000 for the same period in 2002.
We recorded a gain on an extraordinary item of $430,000 during the first six
months of 2002 for which there was no corresponding gain in the same period of
2001. The gain arose from the forgiveness of debt owed by the condominium
redevelopment project to one of its minority interest partners. The debt was
forgiven in exchange for a sales option granting exclusive sales rights to the
former minority partners of the condominium project and limiting our gain on the
sale of the project for a period of 90 days, or until June 30, 2002. As part of
the same option agreement, and as consideration for our not immediately
foreclosing our senior debt, we were granted the remaining 49% interest in the
condominium redevelopment project. The extraordinary gain was recorded net of
an adjustment of approximately $230,000 representing the holding cost of the
condominium units, which are reported at the lower of cost or market value. The
sales option agreement with the former minority partners was extended for a
period of 45 days, or until August 15, 2002, in order to allow more time for the
existing sales contracts to close.
THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001
Revenues decreased $1,016,702 from $2,190,580 during the quarter ending June 30,
2001 to $1,173,878 during the first quarter of 2002. The decrease in revenues
consisted of reduced commercial ventures revenues of $228,518, reduced
investment real estate revenues of $597,245, reduced net gain on collections on
asset pools of $191,409, and reduced unallocated revenues of $627, offset by
increased real estate financing revenues, net of $1,097. The decrease in
commercial ventures revenue was due to decreases of approximately $228,000 in
residential unit sales from the condominium redevelopment project and decreased
sales from Newport Golf Club and Conference Center of approximately $9,000,
offset by increased revenues of approximately $9,000 from rentals from our
Dallas and San Antonio retail centers. The decrease in revenues from the
condominium redevelopment project was due to the cessation of all sales after
the flooding of the condominium units in June 2001 and the subsequent
restoration. All condominium units have been restored as of March 31, 2002 and
all condominium units were actively marketed during the quarter ending June 30,
2002. We received offers to buy all 77 of the condominium units owned by the
condominium redevelopment project during the second quarter of 2002. These units
are expected to close during the third and fourth quarters of 2002 with a
combined sales price of approximately $3,720,000. The decrease in investment
real estate revenues was entirely due to a decrease in real estate sales from
the Newport project of approximately $600,000, which was offset by an increase
of revenues from our Conroe properties of approximately $3,000. During the
second quarter of 2001, we sold a 50% interest to our Newport Development joint
venture partner in 308 residential lots and 302 acres of undeveloped land
reserves. This single transaction resulted in revenues of approximately $727,500
in the second quarter of 2001 for which there was no comparable major sales
transaction in the second quarter of 2002. We did, however, have an increase in
smaller sized sales at the Newport project of approximately $127,500 during the
second quarter of 2002 as compared to the same period during 2001. Real estate
financing net revenues increased by $1,097 during the second quarter of 2002
compared to the same period in 2001. Despite having less funds invested in
project loans, we had increased earnings due to a wider spread between our cost
of capital and our lending rates on financing projects.
9
On June 30, 2002, we had $6,183,120 in project loans compared to $9,623,357 on
June 30, 2001. Revenues from net gain on collections on asset pools decreased by
$191,409 in the second quarter of 2002 compared to the same period in 2001
because of slower collections activity in that segment.
Costs of real estate sales were $301,579 lower in the quarter ended June 30,
2002 compared to the corresponding quarter in 2001. Cost of real estate sales
from the condominium redevelopment project decreased from $149,920 in the second
quarter of 2001 to no cost of real estate sales for the second quarter of 2002.
We also experienced a decrease in cost of real estate sales at the Newport
project of $151,659 due to a large sale of a 50% interest in 308 residential
lots and 302 acres of undeveloped land reserves in the second quarter of 2001
for which there were only 43 lots sold in the same period of 2002.
Operating and other costs decreased by $36,683 from $535,792 for the quarter
ending June 30, 2001 to $499,109 for the same period in 2002. These operating
cost decreases were primarily due to lower selling expenses at the condominium
redevelopment project during the second quarter of 2002 as compared to the same
period in 2001. Selling expenses are recorded at the same time that sales
contracts are closed, and no contracts were closed during the second quarter of
2002.
General and administrative ("G&A") expenses increased $223,805 from $476,830 in
the second quarter of 2001 to $700,635 in the same period of 2002. G&A expenses
that increased significantly included legal and document preparation expenses
which increased by approximately $61,000, higher property and property tax
expenses of approximately $65,000, property appraisal fees of approximately
$37,000 incurred in 2002 for which there was no corresponding expense in 2001,
and a reduction in reimbursements and homeowner's fee abatements of
approximately $59,000. Legal expenses were higher due to increased litigation
on collections of asset pools. Property taxes were approximately $24,000 higher
in the quarter ending June 30, 2002 as compared to the same period in 2001
because additional late fees were recorded and paid on the condominium
redevelopment units for prior years taxes in the second quarter of 2002 and some
tax credits were recorded in the second quarter of 2001 which were not
duplicated in the corresponding period in 2002. Property expenses at the
condominium redevelopment project were significantly higher in the second
quarter of 2002 because of increased homeowner's assessments in 2002 over
previous years, and because of expense credits received against current
year-to-date assessments in the second quarter of 2001, as compared to no such
credits received during the same period in 2002. In the second quarter of 2001,
we received expense credits for homeowner's fee abatements and reimbursements of
previously incurred expenses at the condominium redevelopment project as a
result of the flooding at the project. These expense credits received in the
second quarter of 2001 for assessments paid in prior years were a one-time event
that did not recur in the same period of 2002. Property appraisals were
obtained on all major real estate properties owned by the company in the second
quarter of 2002 for which there was no corresponding expense in the same period
of 2001.
Minority interests expense reduced total operating expenses by $24,532 for the
three months ended June 30, 2001 for which there was no minority interest
expense recorded during the same period in 2002. Minority interests expense
represents the minority partners' share of the condominium redevelopment
project's revenues and expenses. We held a 51% ownership interest in the
Partnership until March 31, 2002, when we assumed a 100% ownership interest. As
a result of assuming full ownership in the project during the second quarter of
2002, no further minority expense from the project was recorded during this
period.
Interest expense decreased $22,320 from $160,006 in the second quarter of 2001
to $137,686 for the same period in 2002. The commercial real estate ventures
segment reported a total interest decrease of approximately $60,000 during the
period ending June 30, 2002 as compared to the same period in 2001, which was
primarily due to reduced borrowing related to the condominium redevelopment
project. There was an increase in interest expense of approximately $51,000 in
the investment real estate segment during the second quarter of 2002 as compared
to the same period in 2001, which was due to increased borrowing in that segment
in order to fund the purchase of a new real estate project that was consummated
on December 31, 2001. There was also a decrease of approximately $13,000 of
interest expense not allocated to in any specific segment. This decrease was
primarily due to lower interest rates prevailing during the second quarter of
2002 as compared to the same period in 2001.
Our income before income taxes decreased $904,457 from income of $682,810 during
the second quarter of 2001 to a loss of $221,647 for the same period in 2002.
The decreased income consisted of decreases of $59,901 from commercial real
estate ventures, $390,492 from investment real estate, $61,101 from real estate
financing activities, and $272,876 from net gain on collections on asset pools.
There was an additional decrease of $120,087 in income before income taxes from
revenues and expenses not allocated in any specific segment. The decrease in
income before income taxes in the commercial venture segment resulted from lower
incomes of $22,604 from the Dallas and San Antonio retail centers, $70,655 from
the operations of the condominium redevelopment project, and $303 from Newport
Golf Course and Conference Center, offset by increased income of $33,662 from
unallocated revenues and expenses within the segment during the quarter ended
June 30, 2002 as compared to the same period in 2001. The decrease in income
before income taxes from investment real estate was primarily due to decreased
net income associated with a large sale of a 50% interest in lots and land in
the Newport Project during the second quarter of 2001 for which there was no
corresponding large sale in the same period of 2002. Real estate financing
reported lower income of approximately $61,000 due to less loan activity during
the second quarter of 2002 as compared to the same period in 2001. The decrease
in income from net gains on collections of purchased asset pools was due to a
decline of $191,409 in collection revenues which was amplified by higher direct
and allocated collection costs of $81,467 associated with increased litigation
activities.
Income tax benefit was $25,000 in the second quarter of 2001 compared to $54,000
in the same period of 2002.
10
There was no extraordinary item in the second quarter of either 2002 or 2001.
LIQUIDITY AND CAPITAL RESOURCES
We had cash and cash equivalents of $595,272 at June 30, 2002 compared to
$1,071,223 at December 31, 2001.
During the first six months of 2002, we continued to invest a substantial
portion of our cash reserves in various projects, most notable were an
investment of $636,000 in restoration costs at the condominium redevelopment
project and an additional $635,000 in several short-term real estate financing
loans. We also invested an additional $1,021,000 in investment real estate
projects. Cash flow from real estate financing activities during the first six
months of 2002 was $1,397,000. Borrowings to fund our real estate financing
activities for the six months ended June 30, 2002 consisted of a renewed first
lien note from a national lending institution resulting in $400,000 of
additional funds, bearing interest at the rate of prime plus 1%, and $785,000 in
additional draws on our revolving line of credit bearing interest at the rate of
prime plus 1%. We also borrowed an additional $465,000 in second lien notes
from Charles W. Janke, our chairman and chief executive officer, bearing 18%
interest, with both the first and second lien notes secured by the real estate
secured real estate financing loans we originated. We borrowed an additional
$482,000 from the revolving line of credit belonging to the condominium
redevelopment project, which bears interest at a rate of 7% per annum.
Due to the capital-intensive nature of our business, we have experienced, and
expect to continue to experience substantial working capital needs. Future cash
flows from operations and future borrowings available under our revolving credit
facility will be sufficient to fund our capital expenditures and working capital
requirements as they currently exist. However, demand for our real estate
secured bridge financing exceeds our funds available from current sources.
On March 31, 2002, we renewed our revolving credit facility of $3,000,000 due to
mature on March 28, 2003. This revolving credit facility is secured by notes
receivable and real estate in purchased asset pools, commercial and investment
real estate, notes receivable from real estate financing, and equipment.
Principal is payable at maturity with interest payable monthly at the bank's
prime rate plus 1.0% per annum (5.75% as of June 30, 2002 and December 31,
2001). Management is negotiating with other financial institutions to increase
the amount of credit facilities available. The revolving credit facility
provides for certain financial covenants. As of the filing date of this
quarterly report, we are in compliance with these covenants.
INVESTMENTS IN REAL ESTATE JOINT VENTURES
The Company currently has investments in real estate joint ventures which are
accounted for using the equity method of accounting. Our proportionate interest
in their total assets and total debt is approximately $4.5 million and $1.8
million, respectively. In the event of default on the debt by the entities, all
the debt of these unconsolidated entities is non-recourse to the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During June 1998, the Company sold real estate property from its asset pool to
related parties in exchange for four notes receivable totaling $525,000. These
notes are secured by certain investments in common stock held by the related
parties. Principal plus interest at 10% per annum was due June 2001 for each of
the notes. During June 2001, the Company elected to extend the terms of the
notes to mature on June 30, 2004 and to reduce the interest rates from 10% to
4.07% per annum. The outstanding notes receivable from related parties plus
accrued interest was $522,581 and $531,328 at December 31, 2001 and June 30,
2002, respectively. During the year ended December 31, 2001, and again during
the first half of 2002, the fair value of the underlying collateral of these
notes was determined to be impaired. In accordance with FASB 114, the Company
provided an allowance of $367,713 during 2001 and an additional allowance of
$120,000 during the first six months of 2002 to reduce the notes to their
estimated net realizable value. The Company received principal of $3,504 during
2001 and $0 during the first half of 2002. The table below shows the related
parties, their relation to the company, and the amounts of their respective note
balances as of June 30,2002.
11
NAME OF RELATED PARTY RELATIONSHIP TO COMPANY NOTE BALANCE
- ----------------------------------------------------------------------------------------------
Charles W. Janke Chairman and Chief Executive Officer $ 140,089
- ----------------------------------------------------------------------------------------------
J. H. Carpenter President, Chief Operating Officer 176,822
- ----------------------------------------------------------------------------------------------
HY Janke Trust A trust controlled by Charles W. Janke, Chairman
and Chief Executive Officer 34,307
- ----------------------------------------------------------------------------------------------
CW Janke, Jr. Trust A trust controlled by Charles W. Janke, Chairman
and Chief Executive Officer 34,307
- ----------------------------------------------------------------------------------------------
Janke Family Partnership, Ltd A partnership controlled by Charles W. Janke,
Chairman and Chief Executive Officer 145,803
- ----------------------------------------------------------------------------------------------
Totals $ 531,328
On March 15, 2002, the Company advanced $110,000 to J. H. Carpenter, our
President and Chief Operating Officer, on a short-term loan secured by real
estate. The loan carries a fifteen-year amortization with 6.25% interest and
monthly payments of $943 until the loan is repaid. As of June 30, 2002, all
payments to-date have been made on time and the note balance as of that date was
$108,883.
From time to time, the Company enters into note payable agreements with certain
related parties, some of which are officers and directors of the Company, to
provide working capital necessary to conduct its ongoing business affairs.
Generally these notes have a term not to exceed twelve months and bear interest
at a fixed rate of 18% per annum. During the six months ended June 30, 2002, the
Company has received proceeds from borrowings of $465,000 and repaid $24,841
under the terms of these related party note agreements. The total outstanding as
of June 30, 2002 was $1,245,159. For the six months ended June 30, 2002, total
interest accrued and paid was $76,248. The table below shows the related
parties, their relation to the company, the amounts of their respective note
payable balances as of June 30, 2002, and the interest paid to each party during
the six months ended June 30, 2002.
NAME OF RELATED PARTY RELATIONSHIP TO COMPANY NOTE INTEREST PAID IN FIRST SIX
BALANCE MONTHS OF 2002
- ----------------------------------------------------------------------------------------------------------------------
Janke Family Partnership, Ltd A partnership controlled by Charles W. Janke, $ 995,000 $ 52,954
Chairman and Chief Executive Officer
- ----------------------------------------------------------------------------------------------------------------------
Insource Financial Corporation A corporation controlled by J H Carpenter, 50,159 5,639
President and Chief Operating Officer
- ----------------------------------------------------------------------------------------------------------------------
Alfred Janke Father of Charles W. Janke, Chairman and 200,000 17,655
Chief Executive Officer
- ----------------------------------------------------------------------------------------------------------------------
Totals $1,245,159 $ 76,248
STOCK REPURCHASE PLAN
On January 11, 2000, the Board of Directors approved a stock repurchase plan
under Rule 10b-18 of the Securities Exchange Act of 1934 for the purchase of up
to $2.0 million worth of our outstanding common stock in open market
transactions. Acquired shares will be held as treasury stock, and will be
available for future acquisitions, financing or awards as granted under our 1998
Stock Compensation Plan. At June 30, 2002, our treasury share holdings were
144,857 shares at a cost of $378,499, or $2.61 per share. We intend to continue
repurchasing shares subject to SEC restrictions.
SUBSEQUENT EVENTS
As of August 14, 2002, sales offers on 36 of the 77 units owned by the
condominium redevelopment project had been converted to contracts, of which 9
contracts had closed with a total selling price of $659,600 and net proceeds to
the redevelopment project of $530,110. Net proceeds from the sale were used to
reduce the condominium redevelopment project's bank loan. These sales also
generated $11,313 in second lien mortgages on the sold units payable to the
condominium redevelopment project.
12
FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-QSB contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this report including,
without limitation, statements regarding our business strategy, plans,
objectives, expectations, intent, and beliefs of management for future
operations are forward-looking statements. Such statements are based on certain
assumptions and analyses made by our management in light of their experience and
their perception of historical trends, current conditions, expected future
developments and other factors they believe to be appropriate. The
forward-looking statements included in this report are also subject to a number
of material risks and uncertainties. Important factors that could cause actual
results to differ materially from our expectations include (1) tightening of the
credit markets, (2) volatility in the real estate markets and interest rates,
(3) emerging competition, (4) changes in regulations in the industries we serve,
and (5) general economic declines, particularly within the regions in which we
operate. Forward-looking statements are not guarantees of future performance
and actual results, developments and business decisions may differ from those
contemplated by such forward-looking statements.
13
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held June 5, 2002, the shareholders
elected the six persons nominated for election to the Company's Board of
Directors and ratified the selection of Pannell Kerr Forster of Texas, P.C. as
our independent public auditors. The results of the vote were as follows:
1. Election of Directors
Number of Shares Voted
-------------------------------------
Name and Nominee For Withheld Broker Non-Votes
- --------------------- --------- -------- ----------------
Charles W. Janke 2,859,100 400 0
J. H. (Jim) Carpenter 2,859,100 400 0
James W. Christian 2,859,100 400 0
James J. Janke 2,859,100 400 0
Robert A. Shuey, III 2,859,100 400 0
William F. Mosley 2,859,100 400 0
2. Ratification of Independent Auditors
Number of Shares Voted
-----------------------------------------------
Name of Accounting Firm For Against Abstained Broker Non-Votes
Pannell Kerr Forster of Texas, P.C. 2,858,050 400 1,050 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - See "Index of Exhibits" below which lists the documents filed as
exhibits herewith.
(b) Reports on Form 8-K - registrant was not required to file a Form 8-K during
the quarter ended June 30, 2002.
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.
Rampart Capital Corporation
By: /s/ C. W. JANKE August 14, 2002
C. W. Janke
Chairman of the Board
Chief Executive Officer
(Principal Executive Officer)
By: /s/ J. H. CARPENTER August 14, 2002
J. H. Carpenter
President
Chief Operating Officer
By: /s/ CHARLES F. PRESLEY August 14, 2002
Charles F. Presley
Vice-President
Chief Financial Officer
Treasurer
(Principal Financial Officer)
14
RAMPART CAPITAL CORPORATION
EXHIBITS TO FORM 10-QSB
FOR THE QUARTER ENDED JUNE 30, 2002
INDEX OF EXHIBITS
EXHIBIT
NO. DESCRIPTION
- -------- -----------
3.1 Restated Articles of Incorporation (Exhibit 3.1 to Rampart's
Registration Statement on Form SB-2 (Reg. No. 333-71089) and
incorporated herein by reference).
3.2 Bylaws (Exhibit 3.2 to Rampart's Registration Statement on Form SB-2
(Reg. No. 333-71089) and incorporated herein by reference).
4.1 Form of Warrant Agreement Between Rampart and American Stock Transfer
and Trust Company (Exhibit 4.1 to Rampart's Registration Statement on
Form SB-2 (Reg. No. 333-71089) and incorporated herein by reference).
4.2 First Amendment of Warrant Agreement (Exhibit 4.1 to Rampart's Form
8-K filed April 12, 2001 (File No. 1-15277) and incorporated herein by
reference).
*99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
- -------------------------------
* Filed herewith.
15