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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Quarterly Period Ended September 30, 2003
or
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ____________ to
COMMISSION FILE NUMBER 0-22153
AMERITRANS CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-2102424
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
747 Third Avenue
Fourth Floor
New York, New York 10017
(Address of Registrant's (Zip Code)
principal executive office)
Registrant's telephone number, including area code: (800) 214-1047. 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 / /
The number of shares of Common Stock, par value $.0001 per share, outstanding as
of November 13, 2003: 2,035,600
AMERITRANS CAPITAL CORPORATION
FORM 10-Q
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of September 30, 2003 (unaudited) and
June 30, 2003.......................................................... 1
Consolidated Statements of Operations -- For the Three Months Ended
September 30, 2003 and 2002 (unaudited) ............................... 3
Consolidated Statements of Cash Flows -- For the Three Months Ended
September 30, 2003 and 2002 (unaudited) ............................... 4
Notes to Consolidated Financial Statements ............................. 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations ............................................................. 9
Item 3. Quantitative and Qualitative Disclosure about Market Risk ................ 14
Item 4. Controls and Procedures .................................................. 15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ......................................... 15
Signatures ............................................................... 17
-ii-
AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2003 (UNAUDITED) AND JUNE 30, 2003
ASSETS
September 30, 2003 June 30, 2003
------------------ --------------
Loans receivable $ 54,083,564 $ 55,306,678
Less: unrealized depreciation on loans receivable (238,500) (238,500)
------------------ --------------
Loans receivable, net 53,845,064 55,068,178
Cash and cash equivalents 302,205 498,669
Accrued interest receivable, net of unrealized
depreciation of $775,800 and $691,000, respectively 1,241,868 1,321,591
Assets acquired in satisfaction of loans 1,142,189 1,142,189
Receivables from debtors on sales of assets acquired
in satisfaction of loans 431,258 431,258
Equity securities 1,054,046 929,405
Property and leasehold improvements, net 475,427 173,100
Medallions Owned -- See Note 2 300,300 -
Prepaid expenses and other assets 644,827 527,511
------------------ --------------
TOTAL ASSETS $ 59,437,184 $ 60,091,901
================== ==============
The accompanying notes are an integral part of these financial statements.
-1-
AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2003 (UNAUDITED) AND JUNE 30, 2003
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, 2003 June 30, 2003
------------------ --------------
LIABILITIES
Debentures payable to SBA $ 10,480,000 $ 9,200,000
Notes payable, banks 32,379,902 34,130,000
Accrued expenses and other liabilities 631,983 485,710
Accrued interest payable 97,217 219,671
Dividends payable 84,375 84,375
------------------ --------------
TOTAL LIABILITIES 43,673,477 44,119,756
------------------ --------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock 500,000 shares authorized,
none issued or outstanding - -
9 3/8% cumulative participating redeemable preferred
stock $.01 par value, $12.00 face value, 500,000 shares
authorized; 300,000 shares issued and outstanding 3,600,000 3,600,000
Common stock, $.0001 par value: 5,000,000 shares
authorized; 2,045,600 shares issued, 2,035,600
outstanding 205 205
Additional paid-in-capital 13,869,545 13,869,545
Accumulated deficit (1,400,498) (1,197,725)
Accumulated other comprehensive income (235,545) (229,880)
------------------ --------------
15,833,707 16,042,145
Less: Treasury stock, at cost, 10,000 shares
of common stock (70,000) (70,000)
------------------ --------------
TOTAL STOCKHOLDERS' EQUITY 15,763,707 15,972,145
------------------ --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 59,437,184 $ 60,091,901
================== ==============
The accompanying notes are an integral part of these financial statements.
-2-
AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED)
Three Months Ended Three Months Ended
September 30, 2003 September 30, 2002
------------------ ------------------
INVESTMENT INCOME
Interest on loans receivable $ 1,390,175 $ 1,551,000
Fees and other income 51,224 57,233
------------------ ------------------
TOTAL INVESTMENT INCOME 1,441,399 1,608,233
------------------ ------------------
OPERATING EXPENSES
Interest 372,753 540,686
Salaries and employee benefits 246,547 219,913
Legal fees 62,421 61,927
Miscellaneous administrative expenses 378,361 293,104
Loss on assets acquired in satisfaction of loans, net 29,901 9,724
Directors' fee 13,250 13,250
Foreclosure expense 209,630 78,186
Write off and depreciation on interest
and loans receivable 255,892 73,229
------------------ ------------------
TOTAL OPERATING EXPENSES 1,568,755 1,290,019
------------------ ------------------
OPERATING (LOSS) INCOME (127,356) 318,214
------------------ ------------------
OTHER INCOME
Rental income 13,836 -
Gain on sale of securities 5,665 -
------------------ ------------------
TOTAL OTHER INCOME 19,501 -
------------------ ------------------
(LOSS) INCOME BEFORE INCOME TAXES (107,855) 318,214
INCOME TAXES 10,543 11,483
NET (LOSS) INCOME $ (118,398) $ 306,731
------------------ ------------------
DIVIDENDS ON PREFERRED STOCK $ (84,375) $ (84,375)
------------------ ------------------
NET (LOSS) INCOME AVAILABLE TO
COMMON SHAREHOLDERS $ (202,773) $ 222,356
------------------ ------------------
WEIGHTED AVERAGE SHARES OUTSTANDING
- - Basic 2,035,600 2,035,600
================== ==================
- - Diluted 2,035,600 2,035,600
================== ==================
NET (LOSS) INCOME PER COMMON SHARE
- - Basic $ (0.10) $ 0.11
================== ==================
- - Diluted $ (0.10) $ 0.11
================== ==================
The accompanying notes are an integral part of these financial statements
-3-
AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (Unaudited)
September 30, 2003 September 30, 2002
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (118,398) $ 306,731
------------------ ------------------
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities:
Depreciation and amortization 25,042 17,373
Gain on sale of equity securities (5,665) -
Change in operating assets and liabilities:
Changes in unrealized depreciation on loans
receivable and accrued interest receivable 84,800 (17,000)
Accrued interest receivable (5,077) (201,108)
Prepaid expenses and other assets (130,055) (114,262)
Accrued expenses and other liabilities 146,272 263,247
Accrued interest payable (122,454) (121,018)
------------------ ------------------
TOTAL ADJUSTMENTS (7,137) (172,768)
------------------ ------------------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (125,535) 133,963
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Loans receivable 1,223,114 (1,189,298)
Assets acquired in satisfaction of loans - 4,500
Sales of equity securities 25,959 -
Purchases of equity securities (150,600) (173,000)
Purchases of Medallions (300,300) -
Capital expenditures (314,629) (10,000)
------------------ ------------------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 483,544 (1,367,798)
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable, banks - 5,270,000
Repayments of notes payable, banks (1,750,098) (3,400,000)
Proceeds from debentures payable to SBA 5,000,000 2,050,000
Repayment of debentures payable to SBA (3,720,000) (2,690,000)
Dividends paid (84,375) (68,438)
------------------ ------------------
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES (554,473) 1,161,562
------------------ ------------------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (196,464) (72,273)
------------------ ------------------
CASH AND CASH EQUIVALENTS - Beginning 498,669 774,062
CASH AND CASH EQUIVALENTS - Ending $ 302,205 $ 701,789
================== ==================
The accompanying notes are an integral part of these financial statements.
-4-
AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FINANCIAL STATEMENTS
The consolidated balance sheets of Ameritrans Capital Corporation ("Ameritrans"
or the "Company") as of September 30, 2003, and the related statements of
operations, and cash flows for the three months ended September 30, 2003 and
September 30, 2002 included in Item 1 have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (the "Commission"). Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, the accompanying
consolidated financial statements include all adjustments (consisting of normal,
recurring adjustments) necessary to summarize fairly the Company's financial
position and results of operations. The results of operations for the three
months ended September 30, 2003 are not necessarily indicative of the results of
operations for the full year or any other interim period. These financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2003 as filed with the Commission.
ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITY
Ameritrans, a Delaware corporation, acquired all of the outstanding shares of
Elk Associates Funding Corporation ("Elk") on December 16, 1999 in a share for
share exchange. Prior to the acquisition, Elk had been operating independently
and Ameritrans had no operations. The historical financial statements of the
Company prior to December 16, 1999 were those of Elk.
Elk, a New York corporation, is licensed by the Small Business Administration
("SBA") to operate as a Small Business Investment Company ("SBIC") under the
Small Business Investment Act of 1958, as amended. Elk has also registered as an
investment company under the Investment Company Act of 1940 to make business
loans.
Ameritrans is a specialty finance company that through its subsidiary, Elk,
primarily makes loans to taxi owners to finance the acquisition and operation of
taxi medallions and related assets, and to other small businesses in the New
York City, Chicago, Miami, and Boston markets. From inception through April
2002, Ameritrans' only activities have been the operations of Elk. In May 2002,
Ameritrans made its first loans to businesses using the proceeds raised from a
public offering, which was completed in April 2002.
-5-
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of Ameritrans,
Elk, EAF Holding Corporation ("EAF"), EAF Enterprises LLC and Medallion Auto
Management LLC and are collectively referred to as the "Company". EAF, EAF
Enterprises LLC and Medallion Auto Management LLC are all wholly owned
subsidiaries of Elk. All significant inter-company transactions have been
eliminated in consolidation.
EAF was formed in June 1992 and began operations in December 1993. The purpose
of EAF is to own and operate certain real estate assets acquired in satisfaction
of loans by Elk.
EAF Enterprises LLC was formed in June 2003 and began operations in July 2003.
The purpose of EAF Enterprises LLC is to own, lease and resell medallions
acquired in satisfaction of foreclosures by Elk.
Medallion Auto Management LLC was formed in June 2003 and began operations in
July 2003. The purpose of Medallion Auto Management LLC is to own, lease and
resell automobiles in conjunction with the medallions owned by EAF Enterprises
LLC.
Ameritrans organized another subsidiary on June 8, 1998, Elk Capital Corporation
("Elk Capital"), which may engage in similar lending and investment activities.
Since inception, Elk Capital has had no operations.
RECLASSIFICATIONS
Certain amounts in the prior financial statements have been reclassified for
comparative purposes to conform with the presentation in the financial
statements for the three months ended September 30, 2003. These
reclassifications have no effect on previously reported net income.
INCOME TAXES
The Company has elected to be taxed as a Regulated Investment Company under the
Internal Revenue Code. A Regulated Investment Company will generally not be
taxed at the corporate level to the extent its income is distributed to its
stockholders. In order to be taxed as a Regulated Investment Company, the
Company must pay at least 90 percent of its net investment company taxable
income to its stockholders as well as meet other requirements under the Code. In
order to preserve this election for fiscal 2004, the Company intends to make the
required distributions to its stockholders in accordance with applicable tax
rules.
-6-
NET INCOME (LOSS) PER SHARE
Net income (loss) per share has been computed in accordance with Statement of
Financial Accounting Standards No. 128 "Earnings per Share" ("SFAS No. 128"),
which requires presentation of basic and diluted EPS. Basic EPS is computed by
dividing income (loss) available to common stockholders by the weighted-average
number of common shares outstanding for the period. Diluted EPS is based on the
weighted-average number of shares of common stock and common stock equivalents
outstanding for the period. Common stock equivalents have been excluded from the
weighted-average shares for 2003 and 2002 as inclusion is anti-dilutive. At
September 30, 2003 the Company had 133,141 options outstanding.
LOAN VALUATIONS
The Company's loans are recorded at fair value. Loans are valued at cost less
unrealized depreciation. Since no ready market exists for these loans, the fair
value is determined in good faith by the Board of Directors. In determining the
fair value, the Board of Directors considers factors such as the financial
condition of the borrower, the adequacy of the collateral, individual credit
risks, historical loss experience and the relationships between current and
projected market rates and portfolio rates of interest and maturities. To date,
the fair value of the loans has been determined to approximate cost less
unrealized depreciation. No loans have been recorded above cost.
USE OF ESTIMATES IN THE FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of 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 those estimates.
Estimates that are particularly susceptible to change relate to the
determination of the fair value of financial instruments.
NOTE 2 - ACQUISITION OF MEDALLIONS AND OTHER PROPERTY
During the quarter ended September 30, 2003, the Company purchased five
Chicago medallions through one of its subsidiaries, EAF Enterprises LLC for
$300,300. Another subsidiary, Medallion Auto Management LLC, purchased
vehicles for $163,233 to be leased in conjunction with the medallions owned
by EAF Enterprises LLC to individual taxi operators. Other capital
expenditures include the purchases of furniture and equipment and expenses
for leasehold improvements related to the additional office and storage space
acquired in July 2003.
-7-
NOTE 3 -- DEBENTURES PAYABLE TO SBA
At September 30, 2003 and June 30, 2003 debentures payable to the SBA consist of
subordinated debentures with interest payable semiannually, as follows:
Current
Effective 9/30/03 6/30/03
Interest Principal Principal
Issue Date Due Date Rate Amount Amount
---------- -------- --------- --------- ---------
September 1993 September 2003 6.12(3) $ - $ 2,220,000
September 1993 September 2003 6.12(3) $ - $ 1,500,000
March 1997 March 2007 7.38(1) $ 430,000 $ 430,000
July 2002 September 2012 4.67(2) $ 2,050,000 $ 2,050,000
December 2002 March 2013 4.63(2) $ 3,000,000 $ 3,000,000
September 2003 March 2014 1.68(2) $ 5,000,000 $ -
------------- ------------
$ 10,480,000 $ 9,200,000
============= ============
(1) Elk is also required to pay an additional annual user fee of 1% on this
debenture.
(2) Elk is also required to pay an additional annual user fee of 0.866% on
debentures.
(3) The debentures matured and were paid in full during September 2003.
Under the terms of the subordinated debentures, Elk may not repurchase or retire
any of its capital stock or make any distributions to its stockholders other
than dividends out of retained earnings (as computed in accordance with SBA
regulations) without the prior written approval of the SBA.
SBA COMMITMENT
During January 2002 Elk and the SBA entered into an agreement whereby the SBA
committed to reserve debentures in the amount of $12,000,000 to be issued by Elk
on or prior to September 30, 2006. A 2.5% leverage fee will be deducted pro rata
as the commitment proceeds are drawn down. A $120,000 non-refundable fee was
paid by Elk at the time of obtaining the $12,000,000 commitment.
During September 2003, a new debenture payable to SBA was drawn from the reserve
pool of $12,000,000 in the amount of $5,000,000 with an interim interest rate of
1.682%. The long term fixed rate for the ten year term will be determined on the
pooling date of March 24, 2004. In addition to the fixed rate, there is an
additional annual SBA user fee of 0.866% per annum that will also be charged
making the initial rate 2.548% before applicable amortization of points and
fees.
-8-
NOTE 4 -- NOTES PAYABLE TO BANKS
At September 30, 2003 and June 30, 2003 Elk had loan agreements with three (3)
banks for lines of credit aggregating $40,000,000. At September 30, 2003 and
June 30, 2003, Elk had $32,379,902 and $34,130,000 respectively, outstanding
under these lines. The loans, which mature through November 30, 2003, bear
interest at the lower of either the reserve adjusted LIBOR rate plus 1.5% or the
banks' prime rates minus 0.5%. Upon maturity, Elk anticipates extending the
lines of credit for another year, as has been the practice in previous years.
Pursuant to the terms of the agreements Elk is required to comply with certain
terms, covenants and conditions. At September 30, 2003 and June 30, 2003, Elk is
in compliance with all terms, covenants and conditions. Elk pledged its loans
receivable and other assets as collateral for the above lines of credit.
NOTE 5 -- COMMITMENTS AND CONTINGENCIES
INTEREST RATE SWAPS
On June 11, 2001 Elk entered into an interest rate Swap transaction for
$15,000,000 with a bank, which expired June 11, 2003. On February 11, 2003,
Elk entered into another interest rate Swap transaction for $5,000,000 with the
same bank expiring February 11, 2005. These Swap transactions were entered into
to protect Elk from an upward movement in interest rates relating to outstanding
bank debt. These Swap transactions call for a fixed rate of 4.95% and 3.56%
respectively for Elk and if the floating one month LIBOR rate is below the fixed
rate then Elk is obligated to pay the bank for the difference in rates. When the
one-month LIBOR rate is above the fixed rate then the bank is obligated to pay
Elk for the differences in rates.
NOTE 6 -- OTHER MATTERS
QUARTERLY DIVIDEND
The Company's Board of Directors declared a dividend of $0.28125 per share or
$84,375 on September 25, 2003 on the Company's 9 3/8% Cumulative Participating
Preferred Stock (the "Participating Preferred Stock") for the period July 1,
2003 through September 30, 2003, which was paid on October 15, 2003 to all
holders of the Participating Preferred Stock of record as of October 7, 2003.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information contained in this section should be used in conjunction with the
consolidated Financial Statements and Notes therewith appearing in this report
Form 10-Q and the Company's Annual Report on Form 10-K for the year ended June
30, 2003.
-9-
CRITICAL ACCOUNTING POLICIES
The preparation of the Company's consolidated financial statements requires
management to make estimates and assumptions that affect amounts reported and
disclosed in the financial statements and related notes. Significant estimates
made by the Company include valuation of loans, evaluation of the recoverability
of various receivables and the assessment of litigation and other contingencies.
The Company's ability to collect receivables and recover the value of its loans
depends on a number of factors, including financial conditions and its ability
to enforce provisions of its contracts in the event of disputes, through
litigation if necessary. Such estimates and assumptions are inherently uncertain
and may require complex and subjective judgments. Although the Company believes
that estimates and assumptions used in determining the recorded amounts of net
assets and liabilities at September 30, 2003, are reasonable, actual results
could differ materially from the estimated amounts recorded in the Company's
financial statements. Our critical accounting policies are those applicable to
the valuation of loans receivable and various investments discussed below.
VALUATION OF LOANS AND DEBT SECURITIES. For loans and debt securities, fair
value generally approximates cost less unrealized depreciation and no loans have
been recorded above cost. Overall financial condition of the borrower, the
adequacy of the collateral, individual credit risks, historical loss experience
and other factors lead to a determination of the fair value at a different
amount.
EQUITY SECURITIES. The fair value of publicly traded corporate equity securities
is based on quoted market prices. Privately held corporate equity securities are
recorded at the lower of cost or fair value. For these non-quoted investments,
the Company makes a careful review of the assumptions underlying the financial
performance of the privately held companies in which the investments are
maintained. If and when a determination is made that a decline in fair value
below the cost basis is other than temporary, the related investment is written
down to its estimated fair value.
ASSETS ACQUIRED IN SATISFACTION OF LOANS. Assets acquired in satisfaction of
loans are carried at estimated fair value less selling costs. Losses incurred at
the time of foreclosure are charged to the unrealized depreciation on loans
receivable. Subsequent reductions in estimated net realizable value are recorded
as losses on assets acquired in satisfaction of loans.
GENERAL
Ameritrans acquired Elk on December 16, 1999 in a share for share exchange. Elk
is licensed by the Small Business Administration (SBA) to operate as a Small
Business Investment Company (SBIC) under the Small Business Investment Act of
1958, as amended. Both Ameritrans and Elk are registered as an investment
company under the Investment Company Act of 1940.
-10-
Elk primarily makes loans and investments to persons who qualify under SBA
regulation as socially or economically disadvantaged and loans and investments
to entities which are at least 50% owned by such persons. Elk also makes loans
and investments to persons who qualify under SBA regulation as
"non-disadvanged". Elk's primary lending activity is to originate and service
loans collateralized by New York City, Boston, Chicago and Miami taxicab
medallions. Elk also makes loans and investments in other diversified
businesses. At September 30, 2003, 76% of Elk's portfolio was invested in loans
secured by taxi medallions and 24% of Elk's loans were to other diversified
businesses.
From inception through April 2002, Ameritrans' only activities have been the
operations of Elk. In May 2002, Ameritrans made its first loans to businesses
using the proceeds raised from a public offering, which was completed in April
2002.
Elk set up two additional wholly owned subsidiaries, EAF Enterprises LLC and
Medallion Auto Management LLC, in June 2003. Starting July 2003, EAF Enterprises
LLC took title to 5 of Elk's foreclosure medallions and leased them to
individual operators and Medallion Auto Management LLC purchased vehicles to
lease with the medallions. The taxi operators have the option to purchase both
the medallions and vehicles.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2003 AND 2002
TOTAL INVESTMENT INCOME
The Company's investment income for the period ended September 30, 2003
decreased $166,834 to $1,441,399 as compared with the prior period ended
September 30, 2002. This decrease was mainly due to the impact of lower average
interest rates charged on new and modified loans, combined with a decrease in
other fees of $6,009.
OPERATING EXPENSES
Total operating expenses increased $278,736 from $1,290,019 to $1,568,755. Lower
interest costs were more than offset by increases in salary, foreclosure
expenses, depreciation in the value of loans and other administrative expenses.
Interest expense for the period ended September 30, 2003 decreased $167,933 when
compared to the period ended September 30, 2002. This reflects the lower
interest charged on outstanding bank borrowings and certain SBA debentures
refinanced at lower rates during the current quarter. Salary and employee
benefits increased $26,634 when compared with the similar quarter in the prior
year. This increase reflects the increases that were put into effect from the
officers' employment agreements. Foreclosure expenses increased $131,444 and
depreciation in the value of loans increased $182,663 when compared with the
similar quarter in the prior year. Both of these increases relate primarily to
the foreclosures of the Chicago medallion loans. Other administrative expenses
increased $85,257 when compared with the similar quarter in the prior year. This
increase relates primarily to increases in rent, professional fees and
insurance.
-11-
NET INCOME (LOSS)
Net income (loss) decreased from $306,731 in the period ended September 30, 2002
to a net loss of $118,398 in the period ended September 30, 2003. The decrease
in the net income for the period was attributable primarily to the write down of
the Chicago loan portfolio and related foreclosure expenses, increases in
salaries and certain other administrative costs, which were only partially
offset by favorable interest rates obtained from debt refinancing. Dividends of
Participating Preferred Stock for the quarter amounted to $84,375 in each of the
quarters ended September 30, 2003 and 2002.
BALANCE SHEET AND RESERVES
Total assets decreased by $654,717 as of September 30, 2003 when compared to
total assets as of June 30, 2003. A decrease in loans receivable was partially
offset by an increase in intangibles, and property and improvements. In
September 2003 a new debenture payable to the SBA for $5,000,000 was drawn from
the commitment pool of $12,000,000. In the same month, Elk also paid off two SBA
debentures in the amount of $2,220,000 and $1,500,000 that matured in September
2003. In addition, Elk also paid down $1,750,098 on its bank borrowings.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its operations through private and public placements of
its securities, bank financing, the issuance to the SBA of its subordinated
debentures and internally generated funds.
On April 24, 2002, Ameritrans completed a public offering of 300,000 units,
consisting of one share of Common Stock, one share of 9 3/8% cumulative
participating redeemable Preferred Stock, face value $12.00, and one redeemable
Warrant exercisable into one share of Common Stock. The gross proceeds from the
sale were $5,700,000 less offering expenses of $1,704,399. A portion of the
proceeds was used temporarily to reduce banks and SBA indebtedness. Ameritrans
also used part of the proceeds to start its own loan portfolio.
At September 30, 2003, 76% of Elk's indebtedness was represented by indebtedness
to its banks and 24% by the debentures issued to the SBA with fixed rates of
interest plus user fees which results in rates ranging from 5.50% to 8.38%. Elk
currently may borrow up to $40,000,000 under its existing lines of credit,
subject to the limitations imposed by its borrowing base agreement with its
banks and the SBA, the statutory and regulatory limitations imposed by the SBA
and the availability of funds. In addition, during January 2002, the Company and
the SBA entered into an agreement whereby the SBA committed to reserve
debentures in the amount of $12,000,000 to be issued to the Company on or
-12-
prior to September 30, 2006. In July and December 2002, new debentures
payable to the SBA were drawn from the reserved pool of $12,000,000 in the
amount of $2,050,000 and $3,000,000, respectively. The interim interest rates
assigned were 2.351 % and 1.927%, respectively. The fixed rates of 4.67% and
4.628% were determined on the pooling dates of September 25, 2002 and March
26, 2003, respectively. On September 15, 2003, another new debenture payable
to the SBA was drawn in the amount of $5,000,000 with an interim interest
rate of 1.682%. The long term fixed rate will be determined on the pooling
date of March 24, 2004. In addition to the fixed rates, there is an
additional annual SBA user fee of 0.87% per annum that will also be charged
making the rate 5.54%, 5.49% and 2.55% before applicable amortization of
points and fees.
Our sources of liquidity are credit lines with banks, long-term SBA debentures
that are issued to or guaranteed by the SBA, loan amortization and prepayment.
As a RIC, we distribute at least 90% of our investment company taxable income.
Consequently, we primarily rely upon external sources of funds to finance
growth.
Loan amortization and prepayments also provide a source of funding for Elk.
Prepayments on loans are influenced significantly by general interest rates,
economic conditions and competition.
During the quarter ended September 30, 2003, the Company purchased five
Chicago medallions through one of its subsidiaries, EAF Enterprises LLC for
$300,300. Another subsidiary, Medallion Auto Management LLC, purchased
vehicles for $163,233 to be leased in conjunction with the medallions owned
by EAF Enterprises LLC to individual taxi operators. Other capital
expenditures include the purchases of furniture and equipment and expenses
for leasehold improvements related to the additional office and storage space
acquired in July 2003. In addition, the Company invested $100,000 to obtain a
50% stock ownership in a company during August 2003.
Like Elk, Ameritrans will distribute at least 90% of its investment company
taxable income and, accordingly, we will continue to rely upon external sources
of funds to finance growth. In order to provide the funds necessary for our
expansion strategy, we expect to raise additional capital and to incur, from
time to time, additional bank indebtedness and (if deemed necessary by
management) to obtain SBA loans. There can be no assurances that such additional
financing will be available on acceptable terms.
NEW ACCOUNTING STANDARDS
In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148 (SFAS 148), "Accounting for Stock-Based Compensation--Transition and
Disclosure." SFAS 148 amends SFAS 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for an entity that
voluntarily
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changes to the fair value based method of accounting for stock-based employee
compensation. The adoption of this pronouncement did not have a material effect
on the consolidated financial statements as the Company continues to apply the
intrinsic value method in accordance with APB No. 25.
In January 2003 the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." This standard will require all variable interest
entities ("VIEs") to be consolidated by the primary beneficiary. The primary
beneficiary is the entity that holds the majority of the beneficial interests in
the VIEs. These requirements are effective for financial statements issued after
January 31, 2003, and are not expected to have a material impact on the
Company's consolidated financial position or results of operations.
In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 150 ("SFAS 150"), "Accounting for Certain
Financial Instruments With Characteristics of Both Liabilities and Equity." This
Statement establishes standards for users to follow in classifying and measuring
certain financial instruments with characteristics of both liabilities and
equity. This Statement is effective for the first interim period after June 15,
2003. The adoption of this Standard did not have a significant impact on the
Company's consolidated results of operations and financial position.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's business activities are subject to risk. The Company considers the
principal types of risk to be fluctuations in interest rates and portfolio
valuations. The Company considers the management of risk essential to conducting
its businesses. Accordingly, the Company's risk management systems and
procedures are designed to identify and analyze the Company's risks, to set
appropriate policies and limits and to continually monitor these risks and
limits by means of reliable administrative and information systems and other
policies and programs.
The Company values its portfolio at fair value as determined in good faith by
the Company's Board of Directors in accordance with the Company's valuation
policy. Unlike certain lending institutions, the Company is not permitted to
establish reserves for loan losses. Instead, the Company must value each
individual investment and portfolio loan on a quarterly basis. The Company
records unrealized depreciation on investments and loans when it believes that
an asset has been impaired and full collection is unlikely. Without a readily
ascertainable market value, the estimated value of the Company's portfolio of
investments and loans may differ significantly from the values that would be
placed on the portfolio if there existed a ready market for the investments. The
Company adjusts the valuation of the portfolio quarterly to reflect the Board of
Directors' estimate of the current fair value of each investment in the
portfolio. Any changes in estimated fair value are recorded in the Company's
statement of operations as net unrealized appreciation (depreciation) on
investments.
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In addition, the illiquidity of our loan portfolio and investments may adversely
affect our ability to dispose of loans at times when it may be advantageous for
us to liquidate such portfolio or investments. Also, if we were required to
liquidate some or all of the investments in the portfolio, the proceeds of such
liquidation might be significantly less than the current value of such
investments. Because we borrow money to make loans and investments, our net
operating income is dependent upon the difference between the rate at which we
borrow funds and the rate at which we loan and invest these funds. As a result,
there can be no assurance that a significant change in market interest rates
will not have a material adverse effect on our interest income. As interest
rates rise, our interest costs increase, decreasing the net interest rate spread
we receive and thereby adversely affect our profitability. Although we intend to
continue to manage our interest rate risk through asset and liability
management, including the use of interest rate swaps, general rises in interest
rates will tend to reduce our interest rate spread in the short term.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Based on an evaluation of our disclosure controls and procedures conducted
within 90 days of the date of filing this report on Form 10-Q, our Chief
Executive Officer (also acting Chief Financial Officer) has concluded that our
disclosure controls and procedures (as defined in Rules 13a - 14(c) and 15d -
14(c) promulgated under the Securities Exchange Act of 1934) are effective.
(b) Changes in Internal Controls
There have been no significant changes in internal controls or other factors
that could significantly affect these controls subsequent to the date of their
evaluation.
PART II. OTHER INFORMATION
ITEM 6-- EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31.1 Certification of the Chief Executive and Chief Financial Officer of the
Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive and Chief Financial Officer of the
Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
On October 10, 2003 the Company filed a report on Form 8-K reporting under Item
12 (Results of Operations and Financial Condition) that the Company issued a
press release announcing its year end June 30, 2003 results.
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On July 1, 2003 the Company filed a current report on Form 8-K reporting under
Item 4 (Changes in Registrant's Certifying Accountants) that effective as of
June 26, 2003 the Company dismissed Marcum & Kliegman, LLP as the principal
accountants to audit the Company's financial statements; and that the Company,
effective as of June 30, 2003, engaged the accounting firm of Rosen Seymour
Shapss Martin & Company LLP as the Company's new independent accountants to
audit the Company's financial statements for the year ending June 30, 2003.
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AMERITRANS CAPITAL CORPORATION
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.
AMERITRANS CAPITAL CORPORATION
DATE: NOVEMBER 14, 2003 BY: /s/ GARY C. GRANOFF
--------------------------
GARY C. GRANOFF
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER AND
CHIEF ACCOUNTING OFFICER)
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