SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d)
Of the Securities Exchange Act of 1934
---------------------------
For the quarterly period ended September 30, 2001
Commission File Number 0-18711
ACTRADE FINANCIAL TECHNOLOGIES LTD.
Incorporated under the laws of the State of Delaware
I.R.S. Employer Identification Number 13-3437739
7 Penn Plaza, Suite 422, New York, N.Y. 10001
Telephone Number (212) 563-1036
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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and has been subject to such filing
requirements for the past 90 days.
Yes X No____
Indicate the number of Shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date. As of October 20, 2001 there
were 10,132,844 shares of Common Stock, par value $0.0001
INDEX
Part I. Financial Information
Item 1. Condensed consolidated financial statements (Unaudited)
Condensed consolidated balance sheets as of September 30, 2001 and June 30, 2001 3
Condensed consolidated statements of income for the three months ended September 30, 2001
and 2000 4
Condensed consolidated statements of cash flows for the three months ended September 30, 2001
and 2000 5
Notes to condensed consolidated financial statements 6
Item 2. Management's discussion and analysis of financial condition and results of operations 8
Item 3: Quantitative and qualitative disclosures about market risk 11
PART II. Other Information
Item 6. Exhibits and reports on Form 8-K 11
Signatures 12
2
ACTRADE FINANCIAL TECHNOLOGIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
Dollars in thousands except per share amounts
September 30, June 30, 2001
2001
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 17,635 $42,155
Accounts receivable - trade 38,025 5,786
Trade acceptance drafts receivable (net of deferred income
and allowance for doubtful accounts of $1,201 and $2,620 at
September 30, 2001 and $1,209 and $2,012 at June 30, 2001) 47,409 40,680
Investment in and due from qualifying special purpose entity 1,263 2,217
Income tax refund receivable 2,822 2,823
Deferred income taxes 1,080 800
Other current assets 709 647
-------- -------
Total Current Assets 108,943 95,108
PROPERTY AND EQUIPMENT, NET 1,517 1,731
OTHER ASSETS 88 341
-------- -------
TOTAL ASSETS $110,548 $97,180
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings $ 31,421 $30,615
Other current liabilities 5,443 1,316
-------- -------
Total Current Liabilities 36,864 31,931
-------- -------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $0.0001 par value, authorized
100,000,000 shares, issued and outstanding
11,107,045 shares and 10,132,844 shares at September 30, 2001 and
10,565,514 shares and 9,880,151 shares at June 30, 2001 1 1
Additional paid-in capital 46,102 38,881
Retained earnings 55,428 47,065
Accumulated other comprehensive income (loss) 59 (13)
Treasury stock at cost, 974,201 shares at September 30, 2001 and
685,363 shares at June 30, 2001 (27,906) (20,685)
-------- -------
Total Stockholders' Equity 73,684 65,249
-------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $110,548 $97,180
======== =======
See notes to condensed consolidated financial statements.
3
ACTRADE FINANCIAL TECHNOLOGIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
--------------------------------------------------------------------------------
Dollars in thousands except per share amounts
Three months ended
September 30,
-------------
2001 2000
---- -----
Revenue
Trade Acceptance Drafts $ 8,741 $ 4,971
International Merchandise Trade 8,190 6,197
------- -------
Total Revenue 16,931 11,168
------- -------
Operating Expenses:
General and administrative (3,652) (2,572)
Bad debt expense (600) (571)
Securitization loss, net (237) (297)
Interest, net (2,243) (2,027)
------- -------
Total Operating Expenses (6,732) (5,467)
------- -------
Income before Provision for Income Taxes 10,199 5,701
Provision for Income Taxes (1,836) (806)
------- -------
Net Income $ 8,363 $ 4,895
======= =======
Net Income per Common Share:
Basic $ 0.84 $ 0.54
Diluted $ 0.77 $ 0.46
Weighted Average Number of Shares Outstanding:
Basic 9,981,778 8,992,816
Diluted 10,869, 146 10,625,041
See notes to condensed consolidated financial statements
4
ACTRADE FINANCIAL TECHNOLOGIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
--------------------------------------------------------------------------------
Dollars in thousands except per share amounts
Three months ended September 30,
--------------------------------
2001 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 8,363 $ 4,895
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation and amortization 490 214
Bad debt expense 600 571
Deferred income (8) 74
Securitization loss, net 237 297
Deferred income taxes (280) (249)
Changes in operating assets and liabilities:
Accounts receivable - trade and trade
acceptance drafts receivable (39,560) 2,257
Other assets 728 557
Other current liabilities 4,127 468
-------- --------
Net cash (used in) provided by operating activities (25,303) 9,084
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (23) (255)
-------- --------
Net cash used in investing activities (23) (255)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 7,221 809
Purchase of treasury stock (7,221) (809)
Change in short-term borrowings 806 (11,665)
-------- --------
Net cash provided by (used in) financing activities 806 (11,665)
-------- --------
CHANGE IN CASH AND CASH EQUIVALENTS (24,520) (2,836)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 42,155 9,424
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 17,635 $ 6,588
======== ========
Supplemental disclosures of cash flow information:
Interest paid during the period $ 2,444 $ 2,175
======== ========
Income taxes paid during the period $ 5 $ 1,024
======== ========
See notes to condensed consolidated financial statements.
5
ACTRADE FINANCIAL TECHNOLOGIES LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Summary of Significant Accounting Policies:
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q. Accordingly, they do not include all of
the information and disclosures required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included. The
results of operations for the interim periods are not necessarily indicative of
the results to be expected for the full year. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Annual Report of Actrade Financial Technologies Ltd. (the "Company") and
subsidiaries on Form 10-K for the fiscal year ended June 30, 2001.
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All intercompany balances and transactions have been
eliminated in consolidation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities. It also
requires disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from these estimates.
Certain prior period amounts have been reclassified to conform to the current
period presentation. Income or loss from securitization transactions has been
reclassified from Revenue - Trade Acceptance Drafts to Securitization Loss. The
reclassification was made to more clearly reflect the effects of securitization
transactions in the consolidated statements of income. The reclassification of
securitization loss resulted in a revenue increase of $297,000 for the quarter
ended September 30, 2000. In addition, certain expense has been reclassified
from Interest Expense to Revenue - Trade Acceptance Drafts in the amount of
$1,682,000 for the quarter ended September 30, 2000. This reclassification was
made to reflect revenue for the quarter ended September 30, 2000 in a similar
manner as reflected in prior periods. Neither of the above reclassifications had
any impact on total assets, stockholders' equity or net income of the Company.
Actrade Funding Corp. ("Funding") is a wholly-owned subsidiary of Actrade
Capital, Inc. ("Capital") with the specific purpose of purchasing trade
acceptance draft receivables from Capital. Funding is considered as a qualifying
special purpose entity. During the quarter ended September 30, 2001, management
decided not to utilize this securitization arrangement.
On October 3, 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, that replaces SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of. This statement establishes one accounting model for long-lived
assets to be disposed of by sale and addresses significant implementation
issues. The provisions of SFAS No. 144 are effective for financial statements
issued for fiscal years beginning after December 15, 2001. Management does not
expect the adoption of this statement to have a significant impact on its
financial position or results of operations of the Company.
2. Segment Information:
The Company's business operations are divided into two principal business
segments: Trade Acceptance Drafts program ("TADs" or "E-TADs") and International
Merchandise Trade ("IMT") activities. The Company's business segments are based
on business units or entities that offer different products and services. They
are managed separately because each business segment requires different
strategic initiatives and marketing. During the quarter ended September 30,
2001, Actrade Commerce Corp. ("Commerce") began operations. Commerce purchases
Bills of Exchange outside of North America and its results are included in the
IMT segment. A Bill of Exchange is an unconditional order in writing signed by
the person originating it, requiring the person to whom it is addressed to pay
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on demand, or at a fixed or determinable future time, a sum certain in money, to
or to the order of, a specified person, or to the bearer. A Bill of Exchange
involves the payment of money only.
Revenue, income before provision for income taxes and total assets for each
segment were as follows:
Three Months Ended
September
2001 2000
Revenue:
Trade Acceptance Drafts $ 8,741 $ 4,971
International Merchandise Trade $ 8,190 $ 6,197
------- -------
$16,931 $11,168
------- -------
Income before Provision for Income Taxes:
Trade Acceptance Drafts $ 4,273 $ 1,615
International Merchandise Trade $ 5,926 $ 4,086
------- -------
$10,199 $ 5,701
======= =======
September June
30, 2001 30, 2001
Total Assets:
Trade Acceptance Drafts $ 56,059 $50,425
International Merchandise Trade $ 54,489 $46,755
-------- -------
$110,548 $97,180
======== =======
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General Statement - Factors That May Affect Future Results.
With the exception of historical information, the matters discussed in
Management's Discussion and Analysis of Financial Condition and Results of
Operations contain forward looking statements under the 1995 Private Securities
Litigation Reform Act (the "Reform Act") that involve various risks and
uncertainties. Typically, these statements are indicated by words such as
"anticipates," "expects," "believes," "plans," "could," and similar words and
phrases. Factors that could cause the Company's actual results to differ
materially from management's projections, forecasts, estimates and expectations
include but are not limited to, the following:
o Changes in the Company's currently available credit facilities;
o The inability of the Company to extend or secure additional credit
facilities to fund the anticipated expansion of sales under its E-TAD
Program as defined below;
o Unexpected economic changes both in the United States and overseas;
o The imposition of new restrictions or regulations affecting either the
Company's international merchandise trade activities or its E-TAD Program,
either in the United States or in Canada.
o Unanticipated economic impacts of the September 11, 2001 terrorist attack
on the United States
Segment Reporting Disclosures.
The Company's revenue is generated from two major business segments: the E-TAD
Program and IMT.
An E-TAD is a post-dated payment draft prepared by the buyer of goods or
services ("Buyer") and accepted by the seller of the goods or services
("Supplier") by the Buyer signing and delivering the draft back to the Supplier.
The E-TAD Program denotes the Company's ongoing plan for all aspects of E-TADs
to be processed, marketed, and fulfilled electronically, including prospective
E-commerce applications. The E-TAD Program is operated by Actrade Capital, Inc.
("Capital") in the United States, and Actrade Capital Canada, Inc. ("Actrade
Canada") in Canada. Pre-tax income of the E-TAD Program also includes the
results of its investment in and transactions with its unconsolidated
subsidiary, Actrade Funding Corp.
IMT operations are conducted through Actrade International Corp.
("International"), which resells American-made products to foreign buyers;
Actrade S.A., including its wholly-owned subsidiary Actrade Resources, Inc.
("Resources"), which resells non-US products to foreign buyers; and Actrade
Commerce Corp., which purchases Bills of Exchange outside of North America.
I. Results of Operations - First Quarter, Fiscal 2002 Compared to First Quarter,
Fiscal 2001.
All figures included in the following discussion have been rounded to the
nearest $1,000 for presentation purposes.
Revenue:
For the quarter ended September 30, 2001, the Company had consolidated revenue
of $16,931,000 as compared to $11,168,000 for the same period in fiscal 2001, an
increase of 51.6%. This increase resulted from substantial revenue increases in
each of the Company's business segments as outlined below.
E-TAD Program Revenue
Revenue for the first quarter of fiscal 2002 from the E-TAD Program totaled
$8,741,000, as compared to $4,971,000 in the first quarter of fiscal 2001, an
increase of 75.8%. This increase represents a higher volume of E-TAD
transactions that management believes were a direct result of the accelerated
marketing and expansion program begun during the prior fiscal year and which
continues today. (See also Expenses: General and Administrative and Liquidity
and Capital Resources below). For the first quarter of fiscal 2002, total E-TAD
originations (representing the face amount of all E-TAD transactions) totaled
$132,450,000, as compared to $83,737,000 during the first quarter of fiscal
2001.
8
International Merchandise Trade Revenue
Revenue from International Merchandise Trade during this period climbed to
$8,190,000 as compared to $6,197,000 in the first quarter of fiscal 2001, an
increase of 32.2%. This increase was the result of increased unit sales by
Resources, rather than from price increases for the products sold. Management
attributes the continued growth in this business sector to the ability to
provide immediate payment to foreign suppliers as well as facilitating access to
flexible payment terms for the buyers. During the first quarter of fiscal 2002,
the Company's principal overseas markets continued to be (i) South America (ii)
Eastern Europe, (iii) Western Europe, (iv) Far East, (v) Middle East and (vi)
Central America and the Caribbean.
See "Condensed Consolidated Financial Statements - Note 2, Segment Information"
for additional information.
Expenses:
General and Administrative
General and administrative expenses for the quarter ended September 30, 2001
were $3,652,000, as compared to $2,572,000 for the same period last year, an
increase of 42%. The major component of this increase was compensation for the
E-TAD segment (including commissions and other related costs), which increased
to $1,551,000 in the three months ended September 30, 2001 from $1,021,000 in
the same period last year. This reflected the expansion of sales force and
back-office support personnel and additional office space to support the E-TAD
Program.
Legal fees also increased $311,000, reflecting increased litigation costs to
recover monies from defaulted E-TADs. Most such costs have been incurred in
connection with the litigation described in Note 12 to the consolidated
financial statements and in Item 3 - Legal Proceedings in the Company's Form
10-K for the year ended June 30, 2001. Depreciation and amortization increased
$47,000 during the quarter as compared to the September 30, 2000 quarter. This
reflected the implementation the related computer hardware to support the E-TAD
program and its expanded sales levels. Other components of general and
administrative expenses increased $337,000 in the September 30, 2001 quarter as
compared to the same period in fiscal 2001.
The above increases in general and administrative expenses in the E-TAD segment
were offset in part by reduced expenses in the IMT segment.
With respect to the balance of fiscal 2002, management projects that costs
related to E-TAD operations will continue to escalate, particularly as marketing
efforts for the E-TAD Program increase and Capital implements its E-Commerce
program. However, management believes that the impact of these continued
increased costs will be outweighed by increased revenue as the benefits of the
fiscal 2002 business and system development mature.
Bad Debt
Bad debt expense arises almost exclusively from the E-TAD business segment.
International Merchandise Trade transactions have had no history of losses. In
the first quarter of fiscal 2002, the Company provided for bad debt expense in
the amount of $600,000 as compared to $571,000 in the first quarter of fiscal
2001. In evaluating bad debt, management looks at the adequacy of its allowance
for doubtful accounts based on the status of individual past due accounts as
well as estimating the aggregate amount realizable based on aging.
Interest
In the first quarter of fiscal 2002, the Company incurred net interest expense
of $2,243,000 as compared to $2,027,000 in the same period last year. This
increase is due to volume growth in both business segments, offset in part by
lower interest rates during the first quarter of fiscal 2002 as well as reduced
debt needs due to the Company's positive cash flow from operations.
Securitization Loss
9
In the first quarter of fiscal 2002, the Company incurred $237,000 in
securitization loss as compared to a loss of $297,000 in the same quarter last
year. During the quarter, management decided not to utilize the securitization
facility (see Liquidity and Capital Resources below).
Pre-tax Income:
E-TAD Program
Pre-tax income attributable to the E-TAD business segment was $4,273,000 for the
three months ended September 30, 2001, as compared to $1,615,000 for the
September 2000 period, an increase of 164.6%. Management believes that this
significant improvement reflects the investment made in the recent expansion of
the E-TAD program and that such improvement will continue during fiscal 2002.
International Merchandise Trade
IMT pre-tax income for the quarter ended September 30, 2001 totaled $5,926,000
as compared to $4,086,000 for same period last year, an increase of 45%,
consistent with the revenue growth noted above. Management believes that these
operations will continue to grow during the foreseeable future although no
assurance can be given that the rate of growth will continue to be sustained.
Net Income:
After provision for income taxes, the Company reported net income for the first
quarter of fiscal 2002 to be $8,363,000, or $0.77 per share (diluted), as
compared to $4,895,000 or $0.46 per share (diluted) for the comparable period in
fiscal 2001. This represented an increase in net income of 70.8% over last year
and an increase in earnings per share of 67.4% over last year. The income tax
provision increased from $806,000 in the first three months of fiscal 2001 to
$1,836,000 in the first three months of the current fiscal year, primarily due
to increased pre-tax income from the E-TAD segment. Income tax has not been
provided on unrepatriated earnings of foreign subsidiaries, as currently it is
the intention of the Company to reinvest such earnings in their foreign
operations. Substantially all of the pre-tax income for the IMT segment is
comprised of such unrepatriated earnings.
II. Discussion of Financial Condition - Liquidity and Capital Resources
At September 30, 2001, the Company had working capital of approximately
$72,079,000 as compared to working capital of $63,177,000 at June 30,2001. As of
September 30, 2001 the Company had cash and cash equivalents of $17,635,000 as
compared to $42,155,000 at June 30, 2001. Short-term borrowings increased
$806,000 from June 30 to September 30, 2001. Such changes in working capital,
short-term borrowings, and cash and cash equivalents resulted from normal
variations in the utilization of these items by Capital in its operations, and
not due to any trend that is expected to have a continuing effect upon
operations in the future. However, consistent with prudent business practice,
management attempts to minimize cash at Capital so as to reduce short-term
borrowings and related interest expense.
At September 30, 2001, Capital had approximately $36.7 million in Surety bonds
guaranteeing payment of E-TADs it had purchased, in addition to $25.0 million in
credit insurance.
At September 30, 2001, the Company's total stockholders' equity increased to
$73,684,000 as compared to $65,249,000 at June 30, 2001. The principal source of
funds for the Company's operations continues to be revenues earned by its
operating subsidiaries.
During the balance of fiscal 2002, the Company projects no significant
additional capital expenditures in connection with any of the Company's IMT
operations. Management plans to utilize current cash on hand in connection with
its IMT operations principally for (i) general working capital reserves to meet
any extraordinary or unexpected expenses; (ii) and to finance, if required, the
Company's trading operations. However, in connection with the E-TAD Program,
management expects that it will have significant additional capital expenditures
relating to the ongoing expansion of sales and marketing operations, including
implementation of its E-Commerce initiative.
10
At September 30, 2001, there existed credit facilities with four different banks
through which the purchase of E-TADs were financed: $15, $20 and $40 million
credit facilities with three financial institutions in the United States; and a
CN$5 million (Canadian) credit facility with a financial institution in Canada.
The $15 million facility commenced during the September 30, 2001 fiscal quarter.
As noted above, the Company recently decided not to utilize the securitization
facility.
In order to sustain a growth rate comparable to that experienced in the past few
years, management may need to further expand its credit facilities and other
means for financing its purchase of E-TADs. Based upon its experience with
present lenders (including the new facility executed during the September 30,
2001 fiscal quarter), as well as discussions with other financial institutions,
management believes that it will be able to secure adequate financing to sustain
the growth of the E-TAD Program in the foreseeable future, although no assurance
can be given that such discussions will result in the completion of future
financing facilities.
III. Recent Accounting Pronouncements
On October 3, 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, that replaces SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of. This statement establishes one accounting model for long-lived
assets to be disposed of by sale and addresses significant implementation
issues. The provisions of SFAS No. 144 are effective for financial statements
issued for fiscal years beginning after December 15, 2001. Management does not
expect the adoption of this statement to have a significant impact on its
financial position or results of operations of the Company.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss from adverse changes in market conditions and
interest rates. Operating margins are dependent upon the ability of the Company
to maintain the spread or interest differential between the discount it charges
the customer for E-TAD transactions and the interest the Company is charged for
the financing of those transactions.
Management knows of no other trends reasonably expected to have a material
impact upon the Company's operations or liquidity in the foreseeable future
except for the effects of the September 11, 2001 terrorist actions against the
United States. In the short run, management believes that the aftermath of these
events delayed completion of certain transactions that would otherwise have
taken place prior to September 30, 2001. The long run effects on the Company's
businesses are less clear. Possible decreases (or slower rates of increases) in
economic activity might be reflected in lower revenues (and profits) from the
Company's business segments. However, this impact might be offset or exceeded
either by the effects of proposed economic stimuli, the cost savings from lower
interest rates, or increased E-TAD originations due to decreased availability of
more conventional credit sources to the Company's customers.
In summary, the Company would be negatively impacted by rapidly rising
short-term interest rates. Rising interest rates would adversely affect the
levels of gains achieved upon the sale of those E-TAD transactions.
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
None during this period.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: October 23, 2001
ACTRADE FINANCIAL TECHNOLOGIES LTD.
BY: /s/ Joseph P. D'Alessandris
---------------------------
Chief Financial Officer
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