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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended June 30, 2002
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 No. 0-22153
AMERITRANS CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-2102424
(State of incorporation) (I.R.S. Employer Identification No.)
747 THIRD AVENUE, NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
(800) 214-1047
Registrant's Telephone Number, including Area Code:
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K [ ]
The approximate aggregate market value of common equity held by
non-affiliates of the Registrant as of September 25, 2002 was approximately
$6,421,043 based on the last sale price of the Registrant's Common Stock on the
Nasdaq SmallCap Market as of the close of business on September 24, 2002. There
were 2,045,600 shares of the Registrant's Common Stock outstanding as of
September 27, 2002.
AMERITRANS CAPITAL CORPORATION
2002 FORM 10-K ANNUAL REPORT
Table of Contents
Page
----
PART I ................................................................... 1
ITEM 1. BUSINESS OF AMERITRANS ...................................... 1
ITEM 2. PROPERTIES .................................................. 22
ITEM 3. LEGAL PROCEEDINGS ........................................... 22
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ......... 22
PART II .................................................................. 23
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
RELATED STOCKHOLDER MATTERS ................................. 23
ITEM 6. SELECTED FINANCIAL DATA ..................................... 24
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ......................... 26
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK ................................................. 30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ................. 30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES ........................ 30
PART III ................................................................. 31
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ......... 31
ITEM 11. EXECUTIVE COMPENSATION ..................................... 34
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT ................................................ 37
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ............. 39
PART IV .................................................................. 40
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K .................................................. 40
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS ................. 40
SIGNATURES ............................................................... 41
PART I
ITEM 1. BUSINESS OF AMERITRANS
BUSINESS
GENERAL
Ameritrans Capital Corporation (the "Company" or "Ameritrans") was formed
in 1998 to engage in lending and investment activities, primarily with small and
medium-sized businesses, directly and through subsidiaries. On December 16,
1999, Ameritrans acquired Elk Associates Funding Corporation ("Elk") in a
one-for-one share exchange in which Elk stockholders received shares of common
stock of Ameritrans, and Elk became a wholly-owned subsidiary. Elk is a "small
business investment company," or "SBIC," formed in 1979 and licensed by the U.S.
Small Business Administration ("SBA") in 1980.
Elk makes loans to the owners of taxi medallion businesses in the Chicago,
New York City, Miami and Boston markets and to other small businesses. Elk has
never experienced any material losses of principal in connection with taxi
financings but from time to time has experienced some small losses of principal
on its taxi medallion lending operations. Loans made to finance the purchase or
continued ownership of taxi medallions, taxis and related assets represented
approximately 75% of Elk's loan portfolio as of June 30, 2002. Loans made to
finance the acquisition and/or operation of other small businesses constitute
the balance of Elk's loan portfolio.
From inception through April 2002, our only activities have been the
operation of Elk. In May 2002, Ameritrans made its first loans to businesses
using the proceeds raised from the public offering of 300,000 units, each unit
of which was comprised of one share of common stock, one share of 9 3/8%
cumulative participating preferred stock (face value $12.00) (the "Participating
Preferred Stock") and one warrant exercisable into one share of common stock for
five (5) years at an exercise price of $6.70 (the "Warrant"), and was completed
in April 2002 (the "Unit Offering"). Both Ameritrans and Elk are registered as
business development companies, or "BDCs," under the Investment Company Act of
1940 (the "1940 Act"). Accordingly, Ameritrans and Elk are subject to the
provisions of the 1940 Act governing the operations of BDCs. Both companies are
managed by their executive officers under the supervision of their Boards of
Directors, and the same individuals are the executive officers and directors of
both companies.
In addition, both Ameritrans and Elk have elected to be treated as
"regulated investment companies," or "RICs," for tax purposes. Under the
Internal Revenue Code, as a RIC, we will generally not be subject to U.S.
federal corporate income tax on our investment income if we make qualifying
distributions of our income to stockholders. As a RIC we qualify for this
treatment as long as we distribute at least 90% of our investment company
taxable income to our stockholders as dividends. Elk paid qualifying dividends
from July 1983 through June 1992 and continuously since June 1996. Since
December 16, 1999, when we acquired Elk, these dividends have been payable to
Ameritrans as Elk's sole stockholder. Ameritrans has paid dividends to its
shareholders since its inception with the exception of the three month periods
ended June 30, 2000 and September 30, 2000.
Because it is an SBIC, Elk's operations are subject to other restrictions,
and all loans and investments must comply with applicable SBA Regulations. For
example, the interest rate that Elk can charge, the percentage of any other
company it can own, the size of the businesses to which it can make loans, and
the length of time to the maturity date are limited by SBA rules. Elk's business
is funded by loans from banks and, to a lesser extent, by the proceeds of
subordinated debentures issued to the SBA. Ameritrans is not an SBIC and is not
subject to SBA regulation. See "Elk's Loans" and "Regulation -- The Small
Business Act of 1958."
1
CURRENT BUSINESS ACTIVITIES
AMERITRANS. From inception through April 2002, Ameritrans' only activities
have been the operation of Elk. In May 2002, Ameritrans began making loans to
businesses using the proceeds raised from the Company's Unit Offering.
ELK was organized primarily to provide long-term loans to businesses
eligible for investments by SBICs under the 1958 Act ("Small Business
Concerns"). Elk has made loans for financing the purchase or continued ownership
of taxi medallions, taxis and related assets.
Although Elk's certificate of incorporation provides Elk with the authority
to invest in the equity capital of Small Business Concerns, Elk makes equity
investments in Small Business Concerns on a selective basis, and only to a
limited extent. Equity securities in Elk's investment portfolio at June 30,
2002, totaled $443,327 or 0.75% of total assets. Elk may make additional equity
investments. However, unless necessary to protect a prior investment of Elk that
is at risk, equity investments shall not exceed 20% of Elk's total assets. Elk
has one (1) wholly-owned subsidiary, EAF Holding Corporation, formed in 1992,
the sole activities of which are to own and operate certain real estate assets
acquired in satisfaction of loans.
2
TAXI MEDALLION FINANCE INDUSTRY AND MARKET OVERVIEW
CHICAGO TAXI MEDALLION INDUSTRY AND MARKET. As part of its geographic
diversification strategy, Elk studied the Chicago taxi medallion market in 1994,
and began making loans in Chicago in April, 1995. The taxi market and medallion
system in Chicago is regulated by the City of Chicago Department of Consumer
Services, Public Vehicle Operations Division. The number of taxi medallions is
limited by city ordinances, and until 1988, these ordinances gave control of the
majority of the medallions to the two largest taxi operators in Chicago, Yellow
Cab Co., and Checker Taxi Co., Inc.
Since 1988, the taxi industry in Chicago has shifted toward more individual
ownership. Over the succeeding 10 years, the Yellow Cab Co. and Checker Taxi
Co., Inc., pursuant to a new ordinance, gave 1,300 medallions back to the City,
and the City added 100 medallions each year. These medallions were distributed
in a lottery system to taxi drivers who had never owned a medallion. By July,
1997, there were a total of 5,700 medallions issued in Chicago, of which Yellow
Cab Co. owned approximately 2,071, and the remaining 3,629 were owned by
individual owner drivers, or by individual operators who had purchased multiple
medallions.
In December, 1997, the City Council increased the number of medallions by
1,000 additional medallions, which were issued over a period of three years. Of
these medallions, 500 were issued in lotteries to taxi drivers who never owned a
medallion, and the other 500 were auctioned to the highest bidder. In the
November 1998 auction of 150 medallions, there were 499 bids to purchase
medallions. The winning bid prices ranged from $57,000 to $63,000 per medallion,
which was approximately the same as open market prices for taxi medallions that
were sold in Chicago at that time. In the August, 1999 auction of 150
medallions, the winning bid prices ranged from $65,000 to $70,000.
In October, 2000 the City of Chicago held its final auction of 200
medallions under the program authorized in December, 1997. The City set a
minimum bid of $60,000, and all 200 medallions were sold at auction at prices
that ranged from $60,000 to $68,000. In July, 2000 the last 200 medallions
authorized under the lottery program were distributed by lottery.
In November, 2000, the City Council passed a new ordinance authorizing the
City to auction up to 50 medallions per year through November, 2004,
representing a total of 150 medallions over three years. The City Council,
however, did not authorize any further lotteries of medallions. The new
ordinance also requires purchasers of the medallions to operate a taxi-van
instead of the standard taxicab vehicle, which we believe will cost the
medallion purchaser three times as much to purchase, equip and prepare as
compared to a standard taxicab. As a result, we believe that the 150 medallions,
when auctioned, will command lower prices than the prices that would otherwise
be available in the market place for the purchase of medallions without the
taxi-van requirement.
On January 21, 1999, the Yellow Cab Co. auctioned 175 medallions in a
sealed bid auction at prices equal to the current open market value price for
medallions. Subsequent to January, 1999, Yellow Cab Company continued to sell
medallions that it owned, and we believe that they have sold approximately 800
additional medallions to owner drivers, who they continue to service in their
radio group, and through the Yellow Cab Company operations. We believe that the
sale of these additional medallions by Yellow to owner drivers will offer
additional financing opportunities for the Company to service their financing
needs.
It has been our experience that as the Chicago market has expanded, it has
also become more competitive. In addition, as the City of Chicago and now Yellow
Cab Co. supply medallions to the market place, we expect that the taxi medallion
market will continue to grow, with more and more owner-drivers and individual
owner-operators of multiple medallions. To the extent that there are more
owner-operators and individual owner-operators of multiple medallions in the
market, we believe that there will be increased opportunities for us to serve
this market.
Chicago city regulations set forth certain qualifications that all owners
of taxi medallions must meet, and require that all security interests in
medallions be registered with the Department of Consumer Services. The
Department of Consumer Services also is involved (along with the City Council)
in setting taxi fares, and in setting maximum lease rates that may be charged by
owners to lessees of taxis, who drive them on a daily, weekly, or monthly basis.
CHICAGO MARKETING STRATEGY FOR MEDALLION FINANCING. At the present time,
most medallion sales in Chicago are handled through brokers or attorneys. An
active market place has developed in Chicago for the purchase and resale of
medallions. Elk's most recent experience was that medallions were selling for
between $55,000 and $60,000 per medallion and are presently selling for
approximately $58,000 per medallion. Previously, the City of Chicago imposed a
5% transfer tax on a medallion held for two years or more, a 10% transfer tax on
a medallion held for between one and two years, and a 25% transfer tax on a
medallion held less than one year. In November 2000 this ordinance was reduced
to 10% for the first year and 5% thereafter, and imposed a flat 5% for any
foreclosure sale. The recent imposition of the transfer taxes, in addition to
being a source of revenue to the City, was also scaled in order to inhibit
speculation in the purchase and resale of taxi medallions without the intent of
actually operating taxis.
We believe that as many as 1,000 medallions are bought each year by
purchasers, and at today's market value, this would give gross potential volume
of approximately $55,000,000. If 80% of these purchases were financed, the
annual market for loans to purchase medallions would be $44,000,000 per annum.
In addition to purchases and sales of medallions, a substantial market exists
for refinancing the indebtedness of existing owners. Based on the number of
medallions currently issued and to be issued, we believe the market for
financing transfers could exceed $60,000,000 per year.
THE NEW YORK CITY TAXI MEDALLION INDUSTRY AND MARKET. Under current law,
the number of taxi medallions that may be issued by New York City is limited to
12,187. There are two types of medallions: corporate and individual
owner-driver. Of the total of 12,187 medallions, 7,058 are corporate medallions
and 5,129 are for individually owned cabs. A corporate medallion is issued for a
cab owned by a corporation that owns a minimum of two cabs and two corporate
medallions (i.e., one corporate medallion per cab). An individual owner-driver
may not own more than one cab and one medallion. Corporate medallions are used
by large fleet concerns with many taxis and many drivers or by small
corporations owning at least two medallions and two taxis driven by two
owner-drivers (the so-called "minifleet").
Only 11,787 medallions could be issued until August 8, 1995, when a law
permitting the issuance of up to 400 additional taxi medallions over a
three-year period went into effect. The New York City Taxi and Limousine
Commission (the "TLC") conducted the sale of 133 medallions in May 1996, 133
medallions in October 1996, and 134 medallions on October 1, 1997. Of these new
medallions, 160 were sold to individuals and the balance to minifleets in lots
of two.
At the present time, most medallion sales are handled through brokers. As a
result, an active marketplace has developed for the purchase and resale of
medallions. The price of a medallion varies with supply and demand. Elk's most
recent experience, in June, 2002, was that individually owned medallions sold
for approximately $200,000 and corporate medallions sold for approximately
$230,000 each. In addition, a 5% New York City transfer tax and various
brokerage commissions are additional expenses incurred in the acquisition and
sale of a medallion.
Based upon statistics obtained from the TLC, from 1989 through 1998, the
number of corporate medallions that were resold by their holders varied each
year from approximately 245 to 440, which suggests that there were between 122
and 220 minifleet corporations in need of financing each year, while the number
of individual owner medallions sold each year varied from 250 to 415. Assuming
that a typical minifleet financing for purchases of medallions might involve a
sum of approximately $450,000, the dollar volume of New York City minifleet
financings might range from $55 million to $99 million a year. Assuming that a
typical individual medallion financing for a purchase of a medallion involves a
sum of approximately $200,000, the dollar volume of New York City individual
medallion financing might range from $48 million to $88 million a year.
In addition to financings for purchases and sales of medallions, a
substantial market exists for refinancing the indebtedness of existing minifleet
or individual medallions. Management estimates this market to exceed that of the
market for financing transfers, and to be in excess of $100,000,000 per year.
3
A prospective medallion owner must meet the requirements of the TLC, which
approves all sales and transfers. In general, the requirements are that the
prospective owner have no criminal record, that the purchase funds be derived
from legitimate sources, and that the taxi vehicle and meter meet specifications
set by the TLC. Also required is a clearance from prior insurers of the seller
in the form of letters stating that there are no outstanding claims for personal
injuries in excess of insurance coverage.
NEW YORK MARKETING STRATEGY FOR MEDALLION FINANCING. Medallion transfers in
the New York City market are usually handled through medallion brokers, who have
frequent contact with taxi owners and drivers. Medallion brokers locate buyers
for sellers of medallions and sellers for buyers of medallions, and then
typically employ a financing broker to arrange for the financing of the
medallion purchases. In many cases the medallion broker and the financing broker
are the same party or related parties.
Elk has received a significant number of referrals from certain medallion
brokers in New York. Elk also receives referrals from financing brokers and its
borrowers. In addition, Elk occasionally places advertisements in local industry
newspapers and magazines. Elk also uses brokers, advertising and referrals in
connection with its taxi lending business in the Chicago, Boston, and Miami
markets.
4
BOSTON TAXI MEDALLION INDUSTRY AND MARKET. Elk began to review the Boston
taxi market in the fall of 1994 and began making loans in this market in 1995.
Since 1930, the Boston Police Commissioner has had exclusive jurisdiction over
the regulation of taxi operations, including the issuance and transfer of
medallions. The Hackney Carriage Unit of the Boston Police Department deals with
taxi regulatory issues.
By statute, the number of medallions issued in the City of Boston may not
exceed 1,525, subject to increase or decrease in the Police Commissioner's
discretion. The number of medallions remained essentially unchanged from the
late 1940's until January 1999, when the City sold 75 additional medallions at
auction. Prices at this auction exceeded $140,000 per medallion. The City of
Boston auctioned another 75 medallions in September 1999 and 57 medallions in
May of 2000. In 2001, the City sold an additional 20 medallions for handicap
use, bringing the total of outstanding medallions to approximately 1790. Current
market prices of Boston medallions are approximately $180,000.
Under the applicable statutes and rules, Boston taxi medallions are
assignable, subject to the approval of the Police Commissioner. In practice,
transfer applications are submitted to the Hackney Carriage Unit, which has
issued guidelines and forms for transfers. Loans by financial institutions or
individuals are secured by taxi medallions and assets are routinely allowed in
accordance with the Hackney Carriage Unit's "Procedures for Recording Secured
Party Interest."
BOSTON MARKETING STRATEGY FOR MEDALLION FINANCING. The Boston taxi market
services the City of Boston, which includes Logan Airport. Elk's marketing
efforts have included retention of a local attorney, advertising in the Carriage
News, a local trade newspaper, and the use of forwarding brokers. As of June 30,
2002, the total principal amount of our outstanding taxi loans in Boston was
$1,229,791.
5
MEDALLION INDUSTRY IN METRO-DADE COUNTY, (MIAMI AREA), FLORIDA. Elk began
to investigate the Miami area taxi market in 1995, and began making loans in
1996. The Miami taxi industry has been regulated on a county-wide basis in
Metro-Dade County, Florida since 1981. The Passenger Transportation Regulatory
Division (the "PTRD") of the Metro-Dade County Consumer Services Division
oversees taxi operations and licenses in accordance with the Metro-Dade County
Code.
Until April 1999, each taxi operator in Metro-Dade County was required to
obtain a "For-Hire" license. The number of licenses was limited to one license
for each 1,000 residents in the county. With approximately 2,100,000 residents
in the county, 2,100 licenses could have been issued; however, 1879 have been
issued to date and 27 are pending. In 1991, a For-Hire license loan program was
approved, authorizing the use of loans to purchase (but not to refinance)
licenses and taxis. Any lender must be a licensed lending institution authorized
to do business in Florida. To the best of our knowledge, Elk is currently one of
only six lending institutions that are authorized to make loans to the taxi
industry in Metro-Dade County. Transfers of licenses and financing arrangements
are subject to prior approval by the PTRD and the County Board of Commissioners.
For-Hire licenses were considered a privilege, not a property right.
However, since licenses were limited in number, the marketplace created a
"market price" or value in connection with the transfer of the license right to
a purchaser. As of April 1999, the Metro-Dade County Code was amended to create
a "medallion," or property right, system with a view to attracting traditional
financing providers to provide the taxi industry with additional funding
sources. Existing For-Hire licenses were automatically converted into
medallions.
According to official Metro-Dade County publications issued in the year
2000, approximately one-third of the currently outstanding licenses are owned by
individuals or corporations that own and operate only one license. Other than
106 licenses held by one owner, the balance of the licenses are owned mainly by
holders of from two to five licenses. The number of license transfers has been
generally increasing in recent years, with a high of 197 transfers in 1997, with
an average reported price of $51,658. However, we believe that the present
market price of licenses/medallions in Metro-Dade County is between $90,000 to
$95,000 per medallion.
MIAMI AREA MARKETING STRATEGY FOR MEDALLION FINANCING. We believe that the
recent change to a medallion system and an emphasis on individual
operator-ownership of medallions for the future will open a large new market for
taxi medallion financing in the Miami area. Since this is an emerging market, we
are currently developing strategies to develop contacts and market our financing
to potential purchases of medallions, and in the event refinancing is permitted,
to those owners who may wish to refinance their medallions in the future. As of
June 30, 2002, the total principal amount of our outstanding taxi loans in the
Miami area was $2,629,349.
COMMERCIAL (NON-TAXI) LOANS -- OVERVIEW
Elk began making loans to diversified (non-taxi) small businesses
("Commercial Loans") in the New York City metropolitan area in 1985, in order to
diversify its loan portfolio, which until that time had consisted almost
entirely of loans to owners of New York City taxi medallions. After a period of
losses in its Commercial Loan portfolio from 1991 to 1994, Elk has been
increasing this portfolio on a selective basis since 1995, with a concentration
on loans to operators of retail dry cleaners and laundromats. Recently, Elk has
also begun geographically expanding its Commercial Loan portfolio, with loans in
South Florida, Massachusetts, and North Carolina.
Elk has chosen to concentrate its Commercial Loan portfolio in loans
secured by retail dry cleaning and coin-operated laundromat equipment because of
certain characteristics similar to taxi
6
medallion lending that make these industries attractive candidates for
profitable lending. These factors include: (i) relatively high fixed rates of
interest ranging from approximately 325 to 700 basis points over the prevailing
Prime Rate at the time of origination, (ii) low historical repossession rates,
(iii) vendor recourse in some cases, (iv) significant equity investments by
borrowers, (v) an active market for repossessed equipment, and for resale of
businesses as going concerns through transfers of the leasehold and business
equipment to new operators, and (vi) a collateral service life that is
frequently twice as long as the term of the loans. We estimate that there are
approximately 4,000 retail dry cleaners and approximately 3,000 laundromats in
the New York City metropolitan area. In addition, we believe that specialization
in the dry cleaning and laundromat industries will permit relatively low
administrative costs because documentation and terms of credit are standardized,
and the consistency among the loans has simplified credit review and portfolio
analysis.
We further believe that other niche industries with similar characteristics
will provide additional loan portfolio growth opportunities. Elk's other
Commercial Loans are currently spread among other industries, including auto
sales, retirement home, commercial construction, car wash, theater, restaurant,
and financial services.
Elk's Commercial Loans finance either the purchase of the equipment and
related assets necessary to open a new business or the purchase or improvement
of an existing business, and Elk has originated Commercial Loans in principal
amounts up to $1,000,000. Elk generally retains these loans, although from time
to time it sells participation interests in its loans to diversify risk, or
purchases participation interests in loans generated by other SBICs.
ELK'S LOANS
Elk's primary business has been to provide long-term business loans at
commercially competitive interest rates (which at June 30, 2002, ranged from
7.0% to 18% per annum). From 1979 through March 1997, Elk was a "Specialized
Small Business Investment Company" ("SSBIC") under the rules of the SBA. All of
its loans were required to be made to small businesses that were majority-owned
by socially or economically disadvantaged persons, known as "Disadvantaged
Concerns." In September 1996, the 1958 Act was amended to provide, among other
things, that no further subsidized funding would be made available to SSBICs.
Consequently, Elk amended its Certificate of Incorporation and entered into an
agreement with the SBA in February 1997 in order to convert Elk from an SSBIC to
an SBIC. As such, Elk may now lend to persons who are not Disadvantaged
Concerns. As of June 30, 2002 more than 90% of Elk's loans and investments were
to Disadvantaged Concerns.
Elk intends to continue to make loans to Disadvantaged Concerns,
particularly in connection with the ownership of taxis and related assets in the
New York City and Chicago markets. Elk also intends to diversify its activities
by lending and investing in a broader range of Small Business Concerns.
SBA Regulations set forth a ceiling on the interest rates that an SBIC may
charge its borrowers. Under the current SBA Regulations, the basic maximum rate
of interest that an SBIC may charge is 19%. However, if either the weighted
average cost of the SBIC's qualified borrowings, as determined pursuant to SBA
Regulations, or the SBA's current debenture interest rate, plus, in either case,
11% and rounded off to the next lower eighth of 1%, is higher, the SBIC may
charge the higher rate. The maximum rate of interest that Elk was allowed to
charge its borrowers for loans originated during June, 2002 was 19%. See
"Regulation -- The Small Business Act of 1958."
7
Elk has agreed with the SBA that it must maintain a non-taxi
investment/loan portfolio (included with the combination of its assets acquired
and receivables on assets acquired in the future) in an amount not less than its
outstanding SBA guaranteed leverage (i.e., debentures) issued since 1995, which
amount is currently $2,470,000. See "Investment Policies -- Elk's Investment
Policies -- Concentration of Investments."
Elk may revise the nature of its loan portfolio at such time as its Board
of Directors determines that such revision is in the best interests of Elk. Elk
does not currently anticipate that its loan portfolio will realize an annual
turnover in excess of 50%. Elk will not lend to, or otherwise invest more than
the lesser of (i) 10% of its total assets, or (ii) 30% of its paid-in capital
attributable to its Common Stock in any one Small Business Concern. Elk has not
made, and is prohibited by applicable SBA Regulations from making, loans to
officers, directors or principal stockholders of Elk or "associates" of Elk, as
such term is defined in applicable SBA Regulations.
TAXI MEDALLION FINANCING LOANS
A large portion of Elk's loans have been made to purchasers or owners of
New York City taxi medallions. Since Elk commenced operations it has made over
$175,000,000 of such loans. However, the New York market has become increasingly
more competitive and the value of medallions has dropped in recent years.
Medallion prices in New York City dropped from $223,000 in July, 2000 for
individual medallions to $180,000 to $190,000 in June, 2001. Since July, 2001
individual medallions increased in value to approximately $205,000. Prices for
corporate medallions fell from $257,000 per medallion in July, 2000, to 222,000
in June, 2001, reaching a low during the course of the year of $190,000. Since
July, 2001 corporate medallions increased in value to $230,000 to $235,000 per
corporate medallion. This has limited Elk's opportunities to make profitable
loans or expand its activities in this market.
In 1995 and 1996 Elk began expanding its taxi lending business into the
Chicago, Boston, and Miami markets, where its taxi lending business has
increased and continued to be profitable. During the time Elk has been making
taxi loans in these markets, the market prices of medallions have generally been
increasing. However, in Chicago the market price for medallions dropped
approximately 15% during the fiscal year ended June 30, 2001. Since April 1995
when Elk began making loans in the Chicago taxi medallion market, the market
value of a medallion increased from approximately $32,000 to a high of
approximately $68,000. From July, 2000 through June, 2002, the market value of a
Chicago taxi medallion decreased to approximately $56,000 to $58,000. During the
time Elk has been making taxi loans in Boston and the Miami area, the market
price of medallions has increased from approximately $90,000 to $180,000 in
Boston and from approximately $80,000 to $90,000 in Miami.
As of June 30, 2002, $14,039,563, or 25.5%, of the aggregate principal
amount of its outstanding loans of $55,029,831, represented loans made to
finance the purchase or continued ownership of New York City taxi medallions and
related assets; an aggregate of $23,109,314, or 42.0%, consisted of loans to
finance the purchase or refinancing of taxi medallions in Chicago, and the
balance of $17,880,954 or 32.5% consisted of loans to various commercial
borrowers, of which $1,229,791, or 2.2%, was invested in Boston taxi medallion
financing and $2,629,349, or 4.8%, was invested in Miami taxi medallion
financing. See " -- Loan Portfolio; Valuation," below.
Due to increasing competition, annual interest rates for new loans in the
New York market are currently averaging 8.0%. Interest rates on Chicago taxi
loans generally have ranged from 10.5% to 14% per year. With additional
competition presently in the market place, it is expected that rates will range
in the near term from 10% to 12% per year on new loans, depending upon the size
of the loan, the repayment schedule, the balloon dates, the loan-to-value ratio,
and the credit history of the borrower. In addition, most loans that Elk has
made in Chicago have been for four to six year terms and are self-amortizing.
With increased competition in the market, the term of the loan may be expected
to increase to periods longer than six years. Interest rates on loans in the
Boston market currently range from 10-13%, and in the Miami market currently
range from 10-13%.
COMMERCIAL LOAN PORTFOLIO
Ameritrans began making diversified Commercial Loans in May 2002. At June
30, 2002, Ameritrans' Commercial Loan portfolio consisted of two loans totaling
$582,000, of which one loan for $500,000 was to a debt collection business and
one loan for $82,000 was to a housing renovation business. The proceeds of the
loan to the debt collection business were used to purchase an interest in a pool
of charged off credit card receivables.
Elk began making non-taxi Commercial Loans in 1985. Due to the effects of
the nationwide recession of the early 1990's on the New York City metropolitan
area economy, between 1990 and
8
1994 Elk suffered significant losses in its Commercial Loan portfolio. These
losses were primarily written off against income earned by Elk on its taxi loan
portfolio. By 1995, the local economy had improved and Elk again began making
selective Commercial Loans, and its activities in this area have been increasing
steadily. At June 30, 1995, Elk's Commercial Loans totaled $1,275,654, or 5.5%,
of Elk's total loan portfolio, while at June 30, 2002, Elk's Commercial Loans
totaled $13,439,814, or 24.7%, of Elk's total loan portfolio. On July 1, 2001,
the Company had a beginning balance in its reserve of loss account of $318,500.
For the year ended June 30, 2002, the Company took charge offs from the reserves
of $80,000. This resulted in the ending balance of the reserve for loss account
at June 30, 2002 of $238,500. During the fiscal year ended 2002, the Company had
total write off and depreciation on interest and loan receivable of $393,145.
At June 30, 2002, Elk's Commercial Loan portfolio consisted of 85 loans, of
which 12 loans totaling $1,153,153 were to dry-cleaning businesses, 35 loans
totaling $6,435,636 were to laundromat businesses, and 38 loans totaling
$5,851,026 were to a variety of other small businesses. Loans to dry cleaners
and laundromats represented 56.5% of the aggregate principal amount of
Commercial Loans outstanding at June 30, 2002.
Elk generally originates Commercial Loans by financing the cost of dry
cleaning, laundromat or other business-specific equipment, while the borrower is
making an equity investment to finance the cost of installation, building of
appropriate infrastructure to support the equipment, installation of other
equipment necessary for the business operations, other decorations and working
capital. Substantially all Commercial Loans are collateralized by first security
interests in the assets being financed by the borrower, or by real estate
mortgages. In addition, Elk generally requires personal guaranties from the
principals of the borrower and in limited cases obtains recourse guaranties from
the equipment vendors.
Elk's Commercial Loans typically require equal monthly payments covering
accrued interest and amortization of principal over a four to eight year term
and generally can be prepaid with a fee of 60 to 90 days of interest during the
first several years of the loan. The term of, and interest rate charged on,
Elk's Commercial Loans are subject to SBA Regulations.
Elk generally obtains interest rates on its Commercial Loans that are
higher than it can obtain on New York City taxi medallion loans. The Company
believes that the increased yield on Commercial Loans compensate for their
higher risk relative to medallion loans and that it will benefit from the
diversification of its portfolio. Interest rates on currently outstanding
Commercial Loans range from 7% to 18%.
9
LOAN PORTFOLIO; VALUATION
The following table sets forth a classification of the Company's
outstanding loans as of June 30, 2002:
Number of Interest Maturity Dates Balance
Type of Loan Loans Rates (In Months) Outstanding
- ----------------------------------------------------------------------------------------------
New York City:
Taxi medallion 80 7 - 16% 2 - 180 $13,899,244
Radio car service 18 11 - 15% 3 - 48 140,319
Chicago:
Taxi medallion 437 11 - 16% 1 - 120 23,109,314
Boston:
Taxi medallion 13 9.5 - 11% 1 - 46 1,229,791
Miami:
Taxi medallion 75 10.5 - 16% 21 - 113 2,629,349
Other loans:
Restaurant 5 10 - 15% 30 - 120 555,577
Car Wash/Auto Center 6 8 - 15% 29 - 57 718,157
Dry Cleaner 12 10.5 - 18% 24 - 96 1,153,153
Laundromat 35 7.5 - 18% 29 - 76 6,435,635
Laundry Equipment Dealer 1 9.5% 40 172,160
Financial Services 1 14% 108 252,781
Black Car Service (real property) 2 10.5 - 11% 48 412,524
Auto Sales 5 11 - 13% 12 - 96 571,515
Movie Theater 1 16% 108 169,478
Retirement home 3 13.5 - 14.5% 84 - 120 440,141
Commercial construction 3 13 - 16% 48 - 63 676,139
Telecommunications 1 12% 42 154,866
Leather Goods 1 16% 53 190,000
Beverage distributor 1 14.5% 163 194,488
Marina 1 14.5% 45 192,007
Construction supplies 1 13% 43 125,000
Plumbing & heating supplies 1 14% 106 143,559
Recycling 1 14.5% 48 150,000
Real Estate 1 13.5% 54 138,236
Florist 1 7.25% 118 395,508
Food Market 2 12 - 16% 82 - 120 198,890
Debt Collection 1 17.5% 35 500,000
Housing renovator 1 15.00% 12 82,000
-----------
Total Loans Receivable 55,029,831
Less: Allowance for loan losses (238,500)
-----------
Loans Receivable, net $54,791,331
===========
10
Loans made by Elk to finance the purchase or continued ownership of taxi
medallions, taxis and related assets are typically secured by such medallions,
taxis and related assets. Loans made by Ameritrans and Elk to finance the
acquisition and/or operation of retail, service or manufacturing businesses are
typically secured by real estate and other assets. In the case of loans to
corporate owners, the loans are usually personally guaranteed by the
stockholders of the borrower. Elk generally obtains first mortgages, but
occasionally has participated in certain financings where it has obtained a
second mortgage on collateral. Elk has obtained a relatively higher rate of
interest in connection with these subordinated financings. Elk has not, to date,
committed more than 5% of its assets to any one business concern in its
portfolio. The interest rates charged by Elk on its currently outstanding loans
range from 7% to 18% per annum. As of June 30, 2002, the annual weighted average
interest rate on Elk's loans was approximately 11.00%. The average term of Elk's
currently outstanding loans is approximately 48 months.
VALUATION -- As an SBIC, Elk is required by applicable SBA Regulations to
submit to the SBA semi-annual valuations of its investment portfolio, as
determined by its Board of Directors, which considers numerous factors including
but not limited to the financial strength of its borrowers to determine "good"
or "bad" status, and fluctuations in interest rates to determine marketability
of loans. Reference is made to Footnotes 1, 2 and 3 of Notes to Financial
Statements for a discussion of Elk's method of valuation of its current
portfolio of loans. In the event Elk invests in securities for which price
quotations are readily available, Elk will value such investments at their fair
market value, based on such quoted prices. With respect to securities for which
price quotations are not readily available, such securities will be valued at
fair market value as determined by the Board of Directors.
COLLECTION EXPERIENCE -- Elk has not, to date, had a material loss of
principal in any taxi medallion loan but from time to time it has experienced
some small losses of principal on its taxi lending operations. ELK has also
experienced some losses of principal in its diversified (non-taxi) loan
portfolio. Likewise, its collection experience (timely payments, collections on
foreclosure, etc.) with taxi medallion financings has historically been better
than with its non-taxi loans. From 1991 through 1994, substantially all of Elk's
provisions for loan losses and losses on assets acquired were related to
business loans secured by real estate and to radio car loans. In addition, from
1991 through 1995, Elk had difficulty selling off real estate acquired on
defaulted loans as a result of a depressed real estate market. Since 1995, Elk
has substantially increased its diversified loan portfolio, and its overall
collection experience with these loans has improved, although it has experienced
losses on selective loans.
The Chicago taxi market during the last fiscal year since September 11,
2001, has suffered through an economic slowdown which caused approximately 15%
of our Chicago taxi loans to eventually default to the point that a foreclosure
action was necessary to recover on our collateral. When the events of September
11, 2001, took place, the Chicago market was in the process of absorbing
additional medallions that had been sold by the city approximately six months
before, but which were coming into service during the spring and summer of 2001.
As a result of the increase in supply of medallions and the reduction in demand
for service and corresponding reduction in revenues experienced by taxi
operators for several months after September 11, 2001, the Company, as well as
other lenders in the Chicago taxi medallion lending market, began experiencing a
greater rate of default in their Chicago loan portfolio than they had previously
experienced. It was also more difficult to resell these medallions due to the
price reductions that had taken place in medallion sales both before and after
September 11, 2001, from their prior high prices of $68,000 to $70,000 per
medallion. Market conditions began to improve during the 3rd and 4th quarters of
the Company's fiscal year, and the Company was able to develop a program to sell
its defaulted medallions both directly to buyers and through an arrangement with
the Checker Taxi Association, Inc. in Chicago. By June 30, 2002, the Company had
resold 30 Chicago taxi medallions, and found that market conditions were getting
stronger. During May, June, and July 2002, some of the defaulted taxi owners
came back to reinstate their loans, paid various amounts in connection with
reinstating their loans, executed loan modification and reinstatement
agreements, and began to operate their medallions again. As a result of the
softness in the Chicago taxi market during the fiscal year, the Company charged
off a total of $62,881 of principal on the Chicago loan portfolio, of which
$48,604 was due to losses on 12 completed medallion foreclosure sales of Chicago
medallions. The Company also wrote off $114,928 of accrued interest on all of
the 30 completed Chicago foreclosed medallion loans, and did not accrue an
additional $38,145 of interest on certain of the foreclosed Chicago medallion
loans. In addition, the Company increased its unrealized depreciation on
interest receivable for potential losses on the remaining Chicago taxi medallion
loans that were in default by an additional net amount of $206,272.
SOURCES OF FUNDS
Elk is authorized to borrow money and issue debentures, promissory notes
and other obligations, subject to SBA regulatory limitations. Other than the
subordinated debentures issued to the SBA, Elk has to date borrowed funds only
from banks. As of June 30, 2002, Elk maintained three lines of credit totaling
$40,000,000 with an overall lending limit of $40,000,000. At June 30, 2002, Elk
had $33,720,000 outstanding under these lines. The loans, which mature through
November 2002, bear interest based on the Company's choice of the lower of
either the reserve adjusted LIBOR rate plus 150 basis points or the banks' prime
rates minus 1/2% plus certain fees as of June 30, 2002. 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 loan agreements, Elk is
required to comply with certain terms, covenants and conditions, and has pledged
its loans receivable and other assets as collateral for the above lines of
credit.
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 prior to September 30, 2006. As of June 30, 2002,
no amount has been drawn on this commitment. Subsequently in July 2002, a new
debenture payable to the SBA was drawn from the reserved pool of $12,000,000 in
the amount of $2,050,000 with an interim interest rate of 2.351 %. The fixed
rate of 4.67% was determined on the pooling date of September 25, 2002. In
addition to the fixed rate, there is an additional annual SBA user fee of $0.88%
per annum that will also be changed making the rate 5.55% before applicable
amortization of points and fees.
If interest rates rise, our cost of funds would increase while the rates on
our outstanding loans to our borrowers remained fixed, and our profitability
could decrease. In order to partially contain this risk, we have purchased
interest rate caps and interest rate swaps. While these limit our exposure to
11
upward movement in interest rates on our bank loans, they initially increase the
effective interest rates that we pay on loans subject to these agreements.
However, general rises in interest rates will reduce our interest rate spread in
the short term on the floating portion of our bank debt that is not covered by
interest rate caps or interest rate swaps. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Results of
Operations -- Interest Expense" and Note 12 of Notes to Consolidated Financial
Statements.
Pursuant to the SBA Agreement, Elk agreed to limit the aggregate of its
indebtedness based on a computation of a borrowing base each quarter. The
borrowing base computation is calculated to determine that the total amount of
debt due on the senior bank debt and SBA debentures does not exceed
approximately 80% of the value of performing loans and investments in Elk's
portfolio and on a temporary basis up to 85% of performing taxi medallion loans.
Loans that are more than 90 days in arrears are valued at a lower amount in
computing the borrowing base.
In connection with the SBA Agreement, Elk has also entered into an
intercreditor agreement (the "Intercreditor Agreement") and a custodian
agreement (the "Custodian Agreement") with its banks and the SBA. Pursuant to
the Custodian Agreement, the banks and the SBA-appointed Israel Discount Bank of
New York as the custodian to hold certain notes, security agreements, financing
statements, assignments of financing statements, and other instruments and
securities as part of the collateral for Elk's indebtedness to the banks and the
SBA. The Intercreditor Agreement sets forth the respective rights and priorities
of the banks and the SBA with respect to the repayment of indebtedness to the
banks and the SBA and as to their respective interests in the collateral.
Pursuant to the Intercreditor Agreement, the banks consented to the grant by Elk
to the SBA of a security interest in the collateral, which security interest
ranks junior in priority to the security interests of the banks.
SBIC BENEFITS
GENERAL. As an SBIC, Elk is eligible to receive certain financing from the
SBA on favorable terms, and Elk and its stockholder are entitled to certain tax
benefits, both described below. The SBA has a certain amount of discretion in
determining the type and amount of financing that will be made available to an
SBIC. Therefore, there can be no assurance as to the nature and amount of SBA
financing that may actually be obtained by Elk. Furthermore, there are certain
restrictions and requirements to which Elk is subject by virtue of it being an
SBIC.
BACKGROUND. SBICs were created under the 1958 Act as vehicles for providing
equity capital, long-term loan funds and management assistance to small
businesses. In general, the SBA considers a business to be "small," and
therefore eligible to receive loans from an SBIC, only if (i) its net worth does
not exceed $18,000,000 and if the average of its net annual income after taxes
for the preceding two years was not more than $6,000,000 or (ii) it meets the
size standard for the industry in which it is primarily engaged, pursuant to SBA
Regulations. In addition, an SBIC is required to allocate a portion of its
portfolio to the financing of concerns that (i) together with their affiliates
do not have net worth in excess of $6 million and do not have an average net
income after taxes for the preceding two years in excess of $2 million or (ii)
meet the size standard for the industry in which they are primarily engaged.
SBICs are licensed, regulated, and sometimes partially financed, by the SBA.
12
BENEFITS. The principal benefits to Elk of being licensed as an SBIC are as
follows:
The SBA is authorized to guaranty full repayment of all principal and
interest on debentures issued by an SBIC to the extent of 300% of the SBIC's
"Leverageable Capital," as defined in the applicable SBA Regulations. However,
the percentage of allowable leverage decreases if the SBIC's Leverageable
Capital exceeds $15,000,000. The term of such debentures is typically 10 years.
The SBA will guarantee such debentures only after such an SBIC has demonstrated
a need for such debentures as evidenced by the SBIC's investment activity and
its lack of sufficient funds available for investments; provided, however, that
an SBIC that has invested at least 50% of its Leverageable Capital and
outstanding leverage shall be presumed to lack sufficient funds available for
investment. Generally, such debentures will bear interest at a fixed rate that
is based on the rate which is set by the underwriters of the pooled debentures
sold through SBIC Funding Corp.
With respect to debentures guaranteed after July 1, 1991, the SBA's claim
against an SBIC is subordinated, in the event of such SBIC's insolvency, only in
favor of present and future indebtedness outstanding to lenders and only to the
extent that the aggregate amount of such indebtedness does not exceed the lesser
of 200% of such SBIC's paid-in capital and paid-in surplus (as adjusted pursuant
to SBA Regulations), or $10,000,000. However, the SBA may agree to a
subordination in favor of one or more loans from certain lenders, in its sole
discretion. Pursuant to the SBA Agreement and the Intercreditor Agreement, the
SBA agreed to a subordination in favor of Elk's banks; provided, however, that
Elk is required to keep its overall debt to certain levels based upon the
performance of its portfolio.
COMPETITION
Banks, credit unions, other finance companies, some of which are SBICs, and
other private lenders compete with Elk in the origination of taxi medallion
loans and commercial installment loans. Finance subsidiaries of equipment
manufacturers also compete with Elk. Many of these competitors have greater
resources than Elk and certain competitors are subject to less restrictive
regulations than Elk. As a result, Elk expects to continue to encounter
substantial competition from such lenders. Therefore, there can be no assurance
that Elk will be able to identify and complete financing transactions that will
permit it to compete successfully.
EMPLOYEES
As of June 30, 2002, we employed a total of eleven employees. This
includes a temporary increase of three clerks starting May 2002 due to the
implementation of the Company's new computer system. The three temporary
employees were terminated during August, 2002.
13
INVESTMENT POLICIES
ELK INVESTMENT POLICIES
The investment policies described below are the fundamental policies of
Elk. Under the 1940 Act, these policies may be changed only by the vote of the
lesser of (i) a majority of Elk's outstanding Common Stock, or (ii) 67% of the
number of shares of Common Stock present in person or by proxy at a stockholder
meeting at which at least 50% of the outstanding shares of Common Stock are
present. Because Ameritrans is the only stockholder of Elk, we have agreed with
the SEC that Elk's fundamental investment policies will be changed only by the
vote of the Ameritrans stockholders.
(a) ISSUANCE OF SENIOR SECURITIES. Elk may issue subordinated debentures to
the SBA in the maximum amounts permissible under the 1958 Act and the applicable
regulations. Elk currently does not have any preferred stock authorized.
(b) BORROWING OF MONEY. Elk has the power to borrow funds from banks, trust
companies, other financial institutions, the SBA or any successor agency and/or
other private or governmental sources, if determined by Elk's Board of Directors
to be in its best interests.
(c) UNDERWRITING. Elk has not engaged, and does not intend to engage, in
the business of underwriting the securities of other issuers.
(d) CONCENTRATION OF INVESTMENTS. Elk may not concentrate 25% or more of
its total assets in securities of issuers in any industry group except the taxi
industry. Elk will make at least 25% of its investments for financing the
purchase or continued ownership of taxi medallions, taxis and related assets.
The balance of its investments includes, and Elk intends to continue to finance,
the acquisition and/or operation of other small businesses.
(e) REAL ESTATE. Elk has not engaged, and does not intend to engage, in the
purchase and sale of real estate. However, Elk may elect to purchase and sell
real estate in order to protect any of its prior investments which it considers
at risk.
(f) COMMODITIES CONTRACTS. Elk has not engaged, and does not intend to
engage, in the purchase and sale of commodities or commodities contracts.
(g) LOANS. Elk has made, and will continue to make, loans to Small Business
Concerns in accordance with the provisions of the 1958 Act and the SBA
Regulations.
(h) WRITING OPTIONS. Elk has not engaged, and does not intend to engage, in
the writing of options.
(i) SHORT SALES. Elk has not engaged, and does not intend to engage, in
short sales of securities.
(j) PURCHASING SECURITIES ON MARGIN. Elk has not engaged, and does not
intend to engage, in the purchase of securities on margin.
(k) FUTURES CONTRACTS. Elk has not engaged, and does not intend to engage,
in the purchase or sale of futures contracts.
14
(l) RESTRICTED SECURITIES. Elk may invest up to 100% of its assets in
restricted securities.
(m) TYPES OF INVESTMENTS. Although Elk was organized primarily to provide
long term loan funds to Small Business Concerns, Elk's certificate of
incorporation provides Elk with the authority to invest in the equity capital of
Small Business Concerns. Accordingly, Elk may make equity investments in Small
Business Concerns if determined by its Board of Directors to be in the best
interests of Elk.
(n) MAXIMUM INVESTMENT. Elk will not lend or otherwise invest more than the
lesser of (i) 10% of its total assets or (ii) 30% of its paid-in capital
attributable to its Common Stock with respect to any one Small Business Concern.
(o) PERCENTAGE OF VOTING SECURITIES. The percentage of voting securities of
any one Small Business Concern which Elk may acquire may not exceed 49% of the
outstanding voting equities of such Small Business Concern.
(p) MANAGEMENT CONTROL. Elk does not intend to invest in any company for
the purpose of exercising control of management. However, Elk may elect to
acquire control in order to protect any of its prior investments which it
considers at risk.
(q) INVESTMENT COMPANIES. Elk has not invested, and does not intend to
invest, in the securities of other investment companies.
(r) PORTFOLIO TURNOVER. Elk intends to make changes in its portfolio when,
in the judgment of its Board of Directors, such changes will be in the best
interest of our stockholders in light of the then existing business and
financial conditions. We do not anticipate that Elk's loan portfolio will
realize an annual turnover in excess of 50%, although there can be no assurance
with respect thereto.
AMERITRANS INVESTMENT POLICIES
Ameritrans' only fundamental policies, that is, policies that cannot be
changed without the approval of the holders of a majority of Ameritrans'
outstanding voting securities, as defined under the 1940 Act, are the
restrictions described below. A "majority of Ameritrans' outstanding voting
securities" as defined under the 1940 Act means the lesser of (i) 67% of the
shares represented at a meeting at which more than 50% of the outstanding shares
are represented or (ii) more than 50% of the outstanding shares. The other
policies and investment restrictions referred to in this Annual Report,
including Ameritrans' investment objectives, are not fundamental policies of
Ameritrans and may be changed by Ameritrans' Board of Directors without
stockholder approval. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of Ameritrans' assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be determined
immediately after and as a result of Ameritrans' acquisition of such security or
other asset. Accordingly, any subsequent change in values, assets, or
15
other circumstances will not be considered when determining whether the
investment complies with Ameritrans' investment policies and limitations.
Ameritrans' fundamental policies are as follows:
(a) Ameritrans will at all times conduct its business so as to retain its
status as a BDC under the 1940 Act. In order to retain that status, Ameritrans
may not acquire any assets (other than non-investment assets necessary and
appropriate to its operations as a BDC) if, after giving effect to such
acquisition, the value of its "Qualifying Assets," amount to less than 70% of
the value of its total assets. Ameritrans believes that the securities it
proposes to acquire in connection with the acquisition of Elk, as well as
temporary investments it makes with its funds, will generally be Qualifying
Assets. See "Regulation."
(b) Ameritrans may borrow funds and issue "senior securities" to the
maximum extent permitted under the 1940 Act. As a BDC, Ameritrans may issue
senior securities if, immediately after such issuance, the senior securities
will have an asset coverage of at least 200%. Under the 1940 Act, subordinated
debentures issued to or guaranteed by the SBA, the preferred stock issued to the
SBA by Elk and Elk's bank borrowings may be considered senior securities issued
by Ameritrans requiring asset coverage of 200%; however, pursuant to an
Exemptive Order issued by the SEC on December 7, 1999, such debentures,
preferred stock and bank borrowings are exempt from the asset coverage
requirements of the 1940 Act.
(c) Ameritrans will not (i) underwrite securities issued by others (except
to the extent that it may be considered an "underwriter" within the meaning of
the Securities Act in the disposition of restricted securities), (ii) engage in
short sales of securities, (iii) purchase securities on margin (except to the
extent that it may purchase securities with borrowed money), (iv) write or buy
put or call options, or (v) engage in the purchase or sale of commodities or
commodity contracts, including futures contracts (except where necessary in
working out distressed loan or investment situations). Ameritrans and Elk may
purchase interest rate caps and swaps covering up to 100% of their variable rate
debt. In addition, Ameritrans may sponsor the securitization of loan portfolios.
(d) Ameritrans and Elk may originate loans and loans with equity features.
To the extent permitted under the 1940 Act and the regulations promulgated
thereunder, Ameritrans may also make loans as permitted (i) under its existing
stock option plans, (ii) under plans providing for options for disinterested
directors that might be adopted by Ameritrans in the future, and (iii) to
officers and directors for the purchase of Ameritrans Common Stock.
(e) Ameritrans will hold all of the outstanding common stock of Elk and Elk
Capital and may organize additional subsidiaries in the future. Ameritrans may
acquire restricted securities of small businesses.
16
FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a general summary of the federal income tax
principles applicable to Ameritrans, based on the currently existing provisions
of the Internal Revenue Code and the regulations thereunder. This summary does
not purport to be a complete description of the tax considerations applicable to
Ameritrans or to the holders of its Common Stock. These principles, in general,
also apply to Elk, but the sole direct stockholder of Elk is Ameritrans.
Ameritrans has elected to be treated as a "regulated investment company" (a
"RIC") under Section 851 of the Internal Revenue Code, and Elk has elected to be
treated as a RIC since 1984. A regulated investment company may deduct, for
federal income tax purposes, most dividends paid to stockholders, thereby
avoiding federal income taxation at the corporate level on stockholder
dividends. In addition, because Elk currently qualifies for treatment as a RIC,
Ameritrans anticipates that the dividends it receives from Elk will not be
subject to corporate taxation at the level of Elk.
TAXATION OF REGULATED INVESTMENT COMPANIES
In order to qualify as a RIC for a given fiscal year, a company must meet
each of the following conditions for that fiscal year:
a) The company must be registered as an investment company under the
1940 Act at all times during the year.
b) At least 90% of the company's gross income for the year must be
derived from interest, gains on the sale or other disposition of stock or
other securities, dividends and payment with respect to securities loans.
c) Less than 30% of the company's gross income must be derived from
the sale or other disposition of securities held for less than three
months.
d) At the close of each quarter, at least 50% of the value of the
company's total assets must be represented by cash, cash items (including
receivables), securities of other RICs and securities of other issuers,
except that the investment in a single issuer of securities may not exceed
5% of the value of the RIC's assets, or 10% of the outstanding voting
securities of the issuer.
e) At the close of each quarter, and with the exception of government
securities or securities of other RICs, no more than 25% of the value of a
RIC's assets may be made up of investments in the securities of a single
issuer or in the securities of two or more issuers controlled by the RIC
and engaged in the same or a related trade or business. However, if a
non-RIC entity controlled by the RIC subsequently sustains internally
generated growth (as opposed to growth via acquisitions), the
diversification requirement will not be violated even if the non-RIC
subsidiary represents in excess of 25% of the RIC's assets.
f) The company must distribute as dividends at least 90% of its
investment company taxable income (as defined in Section 852 of the
Internal Revenue Code), as well as 90% of the excess of its tax-exempt
income over certain disallowed tax-exempt interest deductions. This
treatment substantially eliminates the "double taxation" (i.e., taxation at
both the corporate and stockholder levels) that generally results from the
use of corporate investment vehicles. A RIC is,
17
however, generally subject to federal income tax at regular corporate rates
on undistributed investment company taxable income.
In order to avoid the imposition of a non-deductible 4% excise tax on its
undistributed income, a company is required, under Section 4982 of the Internal
Revenue Code, to distribute within each calendar year at least 98% of its
ordinary income for such calendar year and 98% of its capital gain net income
(reduced by the RIC's net ordinary loss for the calendar year, but not below its
net capital gain) for the one-year period ending on October 31 of such calendar
year.
The tax benefits available to a qualified RIC are prospective, commencing
with the fiscal year in which all the conditions listed above are met, and would
not permit Ameritrans to avoid income tax at the corporate level on income
earned during prior taxable years. If Ameritrans fails to qualify as a RIC for a
given fiscal year, Ameritrans will not be entitled to a federal income tax
deduction for dividends distributed, and amounts distributed as stockholder
dividends by Ameritrans will therefore be subject to federal income tax at both
the corporate level and the individual level.
Dividends distributed by Elk to Ameritrans will constitute ordinary income
to Ameritrans to the extent derived from non-capital gain income of Elk, and
will ordinarily constitute capital gain income to Ameritrans to the extent
derived from capital gains of Elk. However, since Ameritrans is also a RIC,
Ameritrans will, in general, not be subject to a corporate level tax on its
income to the extent that it makes distributions to its stockholders. If Elk
does not qualify as a RIC for any reason in any fiscal year, it will not be
entitled to a federal income tax deduction for dividends distributed, and will
instead be liable to pay corporate level tax on its earnings. Further, if Elk
does not qualify as a RIC, such failure will cause Ameritrans to fail to qualify
for RIC status as well, as long as Elk stock held by Ameritrans represents more
than 25% of Ameritrans' assets. In such a case, Ameritrans will be taxed on
dividends received from Elk, subject to the deduction for corporate dividends
received, which is currently 70%. Thus, if Elk fails to qualify as a RIC for any
reason, its earnings would be taxed at three levels: to Elk, in part to
Ameritrans, and finally, when they are distributed by Ameritrans, to our
stockholders.
As long as Ameritrans qualifies as a RIC, dividends distributed by
Ameritrans to its stockholders out of current or accumulated earnings and
profits constitute ordinary income to such stockholders to the extent derived
from ordinary income and short-term capital gains of Ameritrans (such as
interest from loans by Ameritrans). Any long-term capital gain dividends
distributed by Ameritrans would constitute capital gain income to Ameritrans
stockholders. To the extent Ameritrans makes distributions in excess of current
and accumulated earnings and profits, these distributions are treated first as a
tax-free return of capital to the stockholder, reducing the tax basis of the
stockholder's stock by the amount of such distribution, but not below zero, with
distributions in excess of the stockholder's basis taxable as capital gains if
the stock is held as a capital asset.
18
TAXATION OF SBICS
As a result of Elk's status as a licensed SBIC under the 1958 Act, Elk and
its stockholders qualify for the following tax benefits:
(i) Under Section 243 of the Internal Revenue Code, Elk may deduct
100% of the dividends received by it from domestic corporations in which it
has made equity investments, regardless of whether such corporations are
subsidiaries of Elk (in contrast to the generally applicable 70% deduction
under the Code). Because Elk generally makes long-term loans rather than
equity investments, this potential benefit is not likely to be of practical
significance to Elk or its stockholder.
(ii) Under Section 1243 of the Internal Revenue Code, losses sustained
on Elk's investments in the convertible debentures, or stock derived from
convertible debentures, of Small Business Concerns are treated as ordinary
losses rather than capital losses to Elk. Because Elk does not presently
intend to purchase convertible debentures, however, this potential benefit
is not likely to be of practical significance to Elk or its stockholder.
STATE AND OTHER TAXES
The foregoing discussion relates only to federal income tax matters.
Ameritrans is also subject to state and local taxation. The state, local and
foreign tax treatment may not conform to the federal tax treatment discussed
above. Stockholders should consult with their own tax advisors with respect to
the state and local tax considerations pertaining to Ameritrans.
19
THE INVESTMENT COMPANY ACT OF 1940
Ameritrans and Elk are closed-end, non-diversified management investment
companies that have elected to be treated as BDCs and, as such, are subject to
regulation under the 1940 Act. The 1940 Act contains prohibitions and
restrictions relating to transactions between investment companies and their
affiliates, principal underwriters and affiliates of those affiliates or
underwriters. In addition, the 1940 Act provides that a BDC may not change the
nature of its business so as to cease to be, or to withdraw its election as, a
BDC unless so authorized by the vote of a "majority of its outstanding voting
securities," as defined under the 1940 Act.
BDCs are permitted, under specified conditions, to issue multiple classes
of indebtedness and one class of stock (collectively, "senior securities," as
defined under the 1940 Act) senior to the shares of Common Stock offered hereby
if their asset coverage of such indebtedness and all senior securities is at
least 200% immediately after each such issuance. Subordinated SBA debentures,
preferred stock guaranteed by or issued to the SBA by Elk, and Elk bank
borrowings are not subject to this asset coverage test. In addition, while
senior securities are outstanding, provision must be made to prohibit the
declaration of any dividend or other distribution to stockholders (except stock
dividends) or the repurchase of such securities or shares unless we meet the
applicable asset coverage ratios at the time of the declaration of the dividend
or distribution or repurchase. The Exemptive Order issued by the SEC grants
certain relief from the asset coverage ratios applicable to BDCs.
Under the 1940 Act, a BDC may not acquire any asset other than Qualifying
Assets unless, at the time the acquisition is made, certain Qualifying Assets
represent at least 70% of the value of the company's total assets. The principal
categories of Qualifying Assets relevant to our proposed business are the
following:
(1) Securities purchased in transactions not involving a public
offering from the issuer of such securities, which issuer is an eligible
portfolio company. An "eligible portfolio company" is defined in the 1940
Act as any issuer which:
(a) is organized under the laws of, and has its principal place
of business in, the United States;
(b) is not an investment company other than an SBIC wholly-owned
by the BDC; and
(c) satisfies one or more of the following requirements:
(i) the issuer does not have a class of securities with
respect to which a broker or dealer may extend margin credit; or
(ii) the issuer is controlled by a BDC and the BDC has an
affiliated person serving as a director of issuer;
20
(iii) the issuer has total assets of not more than
$4,000,000 and capital and surplus (stockholders' equity less
retained earnings) of not less than $2,000,000, or such other
amounts as the SEC may establish by rule or regulation; or
(iv) the issuer meets such requirements as the SEC may
establish from time to time by rule or regulation.
(2) Securities for which there is no public market and which are
purchased in transactions not involving a public offering from the issuer
of such securities where the issuer is an eligible portfolio company which
is controlled by the BDC.
(3) Securities received in exchange for or distributed on or with
respect to securities described in (1) or (2) above, or pursuant to the
exercise of options, warrants or rights relating to such securities.
(4) Cash, cash items, government securities, or high quality debt
securities maturing in one year or less from the time of investment.
In addition, a BDC must have been organized (and have its principal place
of business) in the United States for the purpose of making investments in the
types of securities described in (1) or (2) above. In order to count securities
as Qualifying Assets for the purpose of the 70% test, the BDC must either
control the issuer of the securities or must make available to the issuer of the
securities significant managerial assistance; except that, where the BDC
purchases such securities in conjunction with one or more other persons acting
together, one of the other persons in the group may make available the required
managerial assistance. We believe that the common stock of Elk held by
Ameritrans are Qualifying Assets.
The Small Business Investment Act of 1958
Elk was formerly an SSBIC and, as explained in further detail below, was
converted to an SBIC in February 1997 in accordance with an agreement with the
SBA. The 1958 Act authorizes the organization of SBICs as vehicles for providing
equity capital, long term financing and management assistance to Small Business
Concerns. A Small Business Concern, as defined in the 1958 Act and the SBA
Regulations, is a business that is independently owned and operated and which is
not dominant in its field of operation. In addition, at the end of each fiscal
year, at least 20% of the total amount of loans made since April 25, 1994 by
each SBIC must be made to a subclass of Small Business Concerns that (i) have a
net worth, together with any affiliates, of $6 million or less and average
annual net income after U.S. federal income taxes for the preceding two (2)
years of $2 million or less (average annual net income is computed without the
benefit of any carryover loss), or (ii) satisfy alternative criteria under SBA
Regulations that focus on the industry in which the business is engaged and the
number of persons employed by the business or its gross revenues. SBA
Regulations also prohibit an SBIC from providing funds to a Small Business
Concern for certain purposes, such as relending and reinvestment.
The 1958 Act authorized the organization of SSBICs to provide assistance to
Disadvantaged Concerns, i.e., businesses that are at least 50% owned and managed
by persons whose participation in the free enterprise system is hampered because
of social or economic disadvantages. Certain 1996 amendment to the 1958 Act
provided, among other things, that no further subsidized funding would be made
available to SSBICs. Thereafter, pursuant to an agreement with the SBA, Elk was
converted to an SBIC, subject to certain conditions imposed by the SBA. Under
this agreement, Elk may now lend to persons who are not Disadvantaged Concerns.
As of June 30, 2001, more than 90% of Elk's portfolio of loans and investments
were to Disadvantaged Concerns.
Under current SBA Regulations and subject to local usury laws, the maximum
rate of interest that Elk may charge may not exceed the higher of (i) 19% or
(ii) a rate calculated with reference to Elk's weighted average cost of
qualified borrowings, as determined under SBA Regulations or the SBA's current
debenture interest rate. The current maximum rate of interest permitted on loans
originated by Elk is 19%. At June 30, 2002, Elk's outstanding loans had a
weighted average rate of interest of 11.00%. SBA Regulations also require that
each loan originated by SBICs have a term of between five years and 20 years.
The SBA restricts the ability of SBICs to repurchase their capital stock,
to retire their subordinated SBA debentures and to lend money to their officers,
directors and employees or invest in affiliates thereof. The SBA also prohibits,
without prior SBA approval, a "change of control" or transfers which would
result in any person (or group of persons acting in concert) owning 10% or more
of any class of capital stock of an SBIC. A "change of control" is any event
which would result in the transfer of the power, direct or indirect, to direct
the management and policies of an SBIC, whether through ownership, contractual
arrangements or otherwise.
Under SBA Regulations, without prior SBA approval, loans by licensees with
outstanding SBA leverage to any single Small Business Concern may not exceed 20%
of an SBIC's Leveragable Capital. Under the terms of the SBA Agreement, however,
Elk is authorized to make loans to Disadvantaged Concerns in amounts not
exceeding 30% of its respective Leveragable Capital.
SBICs must invest funds that are not being used to make loans in
investments permitted under SBA Regulations. These permitted investments include
direct obligations of, or obligations guaranteed as to principal and interest
by, the government of the United States with a term of 15 months or less and
deposits maturing in one year or less issued by an institution insured by the
FDIC. The percentage of an SBIC's assets so invested will depend on, among other
things, loan demand, timing of equity infusions and SBA funding and availability
of funds under credit facilities.
SBICs may purchase voting securities of Small Business Concerns in
accordance with SBA Regulations. SBA Regulations prohibit SBICs from controlling
a Small Business Concern except where necessary to protect an investment. SBA
Regulations presume control when SBICs purchase (i) 50% or more of the voting
securities of a Small Business Concern if the Small Business Concern has less
than 50 stockholders or (ii) more than 20% (and in certain situations up to 25%)
of the voting securities of a Small Business Concern if the Small Business
Concern has 50 or more stockholders.
21
ITEM 2. PROPERTIES
We rent office space from a law firm, the principals of which are officers
and directors of Ameritrans, and we share certain office expenses with that
firm. The law firm, at our request, rented an additional 1,800 square feet of
office space contiguous with our offices at a below market rent (the "Additional
Space"). Until we require the Additional Space, the law firm sublets the
Additional Space to outside tenants. In the event all or a portion of the
Additional Space is vacant, Elk has agreed to reimburse the law firm for any
additional rent due. During the year ended 2002, ELK paid the law firm
approximately $7,000 on account of this agreement. In August, 2001 the Company's
Board of Directors approved the execution of a formal sublease with the law firm
on financial terms and conditions consistent with the prior arrangement for the
period July 1, 2001 through April 30, 2004.
ITEM 3. LEGAL PROCEEDINGS
Ameritrans is not currently a party to any material legal proceeding. From
time to time, Ameritrans is engaged in various legal proceedings incident to the
ordinary course of its business. In the opinion of Ameritrans' management and
based upon the advice of legal counsel, there is no proceeding pending, or to
the knowledge of management threatened, which in the event of an adverse
decision would result in a material adverse effect on Ameritrans' results of
operations or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of Ameritrans' 2002 fiscal year.
22
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Elk Common Stock was listed on the Nasdaq SmallCap Market on June 22,
1998, under the symbol EKFG, prior to which it had traded in the "pink sheets."
Since December 16, 1999, when Ameritrans acquired Elk, its Common Stock has been
listed on the Nasdaq SmallCap Market under the symbol AMTC.
The following tables show the closing high and low sale prices per share of
Common Stock as reported by Nasdaq, for the fiscal years ended June 30, 2001 and
June 30, 2002.
SALE
------------------------
HIGH LOW
-------- --------
AMERITRANS
- ----------
FISCAL 2001
1st Quarter 10.00 7.125
2nd Quarter 9.25 4.125
3rd Quarter 7.375 4.625
4th Quarter 5.25 4.00
FISCAL 2002
1st Quarter 5.75 4.00
2nd Quarter 9.00 4.33
3rd Quarter 7.15 6.24
4th Quarter 7.00 5.10
FISCAL 2003
1st Quarter (through September 23, 2002) 6.25 5.00
- ----------
(1) Stock prices shown are the high and the low for the quarter.
Elk registered under the 1940 Act for the fiscal year commencing July 1,
1983, and declared and paid dividends to holders of the Common Stock for the
fiscal years ended June 30, 1984 through June 30, 1992. Elk did not pay
dividends during the fiscal years ended June 30, 1993, 1994 and 1995. Elk
recommenced paying dividends for the fiscal year beginning July 1, 1995, has
paid dividends quarterly since that time and up until its share exchange with
Ameritrans. Thereafter, Ameritrans has declared and paid dividends to holders of
its Common Stock for each quarter except for the fourth quarter of 2000 and the
first quarter of 2001. The Company's Board of Directors declared a dividend of
$0.06 per share of Common Stock for the fourth quarter of 2002, and an estimated
dividend for the first quarter of 2003 of $0.11 per share of Common Stock. The
dividend is payable on October 16, 2002 to stockholders of record on October 7,
2002.
On April 18, 2002, the Company's registration statement filed on Form N-2
was declared effective by the Securities and Exchange Commission. The offering
closed on April 24, 2002 on the total sale of 300,000 units. Each unit was
comprised of one share of Common Stock, one share of 9 3/8% cumulative
participating preferred stock (face value $12.00) (the "Participating Preferred
Stock"), and one warrant exercisable for five years into one share of Common
Stock at an exercise price of $6.70 per share (the "Warrants"). The units were
split in May, 2002. The Participating Preferred Stock and the Warrants trade on
the NASDAQ SmallCap Market under the symbols, respectively, "AMTCP" and "AMTCW".
The gross proceeds from the sale of the units was $5,750,000 less costs and
commissions of $1,704,399, resulting in net proceeds of $3,995,601. The
underwriter of the offering was granted an option to purchase up to 30,000
units, each unit consisting of one share of Common Stock, one share of
Participating Preferred Stock and one warrant exercisable at $8.40 per share.
The option to purchase the 30,000 units are exercisable for five (5) years
commencing one year after the date of the offering at an exercise price of
$21.45 per unit.
The Company paid a dividend of $0.228125 per share on the Participating
Preferred Stock for the period April 18, 2002 through June 30, 2002. The
Company's Board of Directors declared a dividend of $0.28125 per share on
September 20, 2002 on the Participating Preferred Stock for the period July 1,
2002 through September 30, 2002 payable on October 7, 2002 for all holders of
the Participating Preferred stock of record as of September 30, 2002.
As of September 23, 2002, there were 206 holders of record, not including
parties holding the Common Stock in street name, of the Ameritrans Common Stock.
23
ITEM 6. SELECTED FINANCIAL DATA
On December 16, 1999, Ameritrans acquired Elk in a share-for-share
exchange. Prior to the acquisition, Elk had been operating independently and
Ameritrans had no operations.
The tables below contain certain summary historical financial information
of Elk. You should read these tables in conjunction with the consolidated
financial statements of Ameritrans (the "Financial Statements") included
elsewhere in this Annual Report and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
STATEMENT OF
OPERATIONS FISCAL YEAR ENDED
DATA JUNE 30,
----------------------------------------------------------------
1998 1999 2000 2001 2002
---- ---- ---- ---- ----
Investment
Income $4,606,456 $ 5,583,894 $6,602,397 $6,439,792 $6,269,719
========== =========== ========== ========== ==========
Interest Expense 1,840,731 2,498,284 3,345,526 3,392,202 2,632,918
Other Expenses 1,852,262 1,844,949 2,528,806 2,065,724 2,512,844
========== =========== ========== ========== ==========
Total Expenses 3,692,993 4,343,233 5,874,332 5,457,926 5,145,762
========== =========== ========== ========== ==========
Investment
Income Before
Credit (provision)
for Loan Gains (Losses)
and Gains on Assets
Acquired other income
(expenses) and
Income Taxes 913,463 1,240,661 728,065 981,866 1,123,957
========== =========== ========== ========== ==========
Credit
(provision) for
Loan Gains
(losses) and
Gains (Losses)
on Assets
Acquired (14,649) (11,272) (61 546) (122,912) (78,907)
Other Income (Expense) 38,798 7,200 (440,196) (276,549) 2,700
Benefit of
(Provision for)
Income Taxes(1) (3,271) 769 (13,571) (7,896) (8,854)
---------- ----------- ---------- ---------- ----------
Net Income $ 934,341 $ 1,237,358 $ 212,752 $ 574,509 $1,038,896
========== =========== ========== ========== ==========
Dividends on Preferred
Stock -- -- -- -- (68,438)
---------- ----------- ---------- ---------- ----------
Net Income Available
To Common Shareholders $ 934,341 $ 1,237,358 $ 212,752 $ 574,509 $ 970,458
========== =========== ========== ========== ==========
Net Income Per
Common Share $ .62 $ .71 $ .12 $ .33 $ .54
========== =========== ========== ========== ==========
Common Stock
Dividends Paid $ 986,724 $ 1,256,832 $1,256,832 $ 528,045 $ 994,992
========== =========== ========== ========== ==========
Common Stock
Dividends Paid
Per Common Share $ .57 $ .72 $ .72 $ .30 $ .57
========== =========== ========== ========== ==========
24
STATEMENT OF
OPERATIONS FISCAL YEAR ENDED
DATA JUNE 30,
--------------------------------------------------------------------------
1998 1999 2000 2001 2002
---- ---- ---- ---- ----
Weighted
Average
Shares of
Common Stock
Outstanding 1,518,969 1,745,600 1,745,600 1,745,600 1,800,614
========= ========= ========= ========= =========
Net change to
accumulated other
comprehensive
income $ 140,548 $ 62,964 $(124,319) $(123,364) $ (43,612)
========= ========= ========= ========= =========
BALANCE
SHEET DATA JUNE 30,
--------------------------------------------------------------------------
1998 1999 2000 2001 2002
---- ---- ---- ---- ----
Loans
Receivable $41,590,000 $51,103,932 $56,806,579 $54,559,970 $55,029,831
Unrealized
depreciation
of
investments (295,000) (380,000) (380,000) (318,500) (238,500)
=========== =========== =========== =========== ===========
Net of
unrealized
depreciation
of
investments $41,295,000 $50,723,932 $56,426,579 $54,241,470 $54,791,331
Total assets $45,399,738 $54,510,801 $60,294,624 $57,984,869 $59,008,216
=========== =========== =========== =========== ===========
Notes payable
and demand
notes $22,085,000 $31,000,000 $37,800,000 $35,550,000 $33,720,000
Subordinated
SBA
debentures $ 8,880,000 $ 8,880,000 $ 8,880,000 $ 8,880,000 $7,860,000
Total
liabilities $31,705,011 $40,772,584 $47,410,598 $45,177,743 $42,341,135
=========== =========== =========== =========== ===========
Total
stockholders'
equity $13,694,727 $13,738,217 $12,884,026 $12,807,126 $16,667,081
=========== =========== =========== =========== ===========
- ----------
(1) Ameritrans since inception and Elk, since the fiscal year ended June 30,
1984, have elected and qualified to be taxed as a regulated investment
company and substantially all taxable income was required to be distributed
to stockholders. Therefore, only minimal taxes were required to be paid.
25
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
You should read the following discussion in conjunction with the financial
statements and notes to financial statements. The results described below are
not necessarily indicative of the results to be expected in any future period.
Certain statements in this discussion and analysis, including statements
regarding our strategy, financial performance, and revenue sources, are
forward-looking statements based on current expectations and entail various
risks and uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements, including those
described in "risk factors" and elsewhere in this prospectus.
GENERAL
Ameritrans acquired Elk in December 16, 1999. Elk is an SBIC that has been
operating since 1980, making loans to (and, to a limited extent, investments in)
small businesses, primarily businesses that are majority-owned by persons who
qualify under SBA Regulations as socially or economically disadvantaged. Most of
Elk's business has consisted of originating and servicing loans collateralized
by New York City, Boston, Chicago and Miami taxi medallions, but Elk also makes
loans to and investments in other diversified businesses and to persons who
qualify under SBA Regulations as "non-disadvantaged."
Historically, Elk's earnings derived primarily from net interest income,
which is the difference between interest earned on interest-earning assets
(consisting of business loans), and the interest paid on interest-bearing
liabilities (consisting of indebtedness to Elk's banks and subordinated
debentures issued to the SBA). Net interest income is a function of the net
interest rate spread, which is the difference between the average yield earned
on interest-earning assets and the average interest rate paid on
interest-bearing liabilities, as well as the average balance of interest-earning
assets as compared to interest-bearing liabilities. Unrealized depreciation on
loans and investments is recorded when Elk adjusts the value of a loan to
reflect management's estimate of the fair value, as approved by the Board of
Directors. See Note 1 of "Notes to Consolidated Financial Statements."
26
Results of Operations for the Years Ended June 30, 2002 and 2001
Total Investment Income
The Company's investment income decreased $170,073 to $6,269,719 as
compared with the prior year ended June 30, 2001. This decrease was mainly due
to the decrease in interest earned on loans receivable, ($181,232), offset by an
increase in other fees ($11,159). This decrease reflects a lower average
interest rate earned on the Company's outstanding loan portfolio.
Operating Expenses
Interest expense for the years ended June 30, 2002 decreased $759,284 to
$2,632,918 when compared to the year ended June 30, 2001. This reflects the
lower interest charged on outstanding bank borrowing combined with a paydown of
the notes payable, bank and an SBA debenture in the amount of $1,020,000 as a
result of the Company's successful public offering of 300,000 units in April
2002. Salaries and employee benefits increased $142,620 when compared with the
prior year. This increase reflects the increases that were put in effect when
the officers signed employment agreements combined with a temporary increase in
staff due to the implementation of the Company's new computer system. Other
administrative costs decreased $33,980 when compared with the prior year. This
decrease was mainly due to decreased miscellaneous administrative expenses and
loss on assets acquired in satisfaction of loans, net. The Company also charged
off $126,565 in foreclosure expenses for the year ended June 30, 2002.
Depreciation in value of loans and accrued interest increased $167,910 to
$393,145 due mainly to the write down of the Company's Chicago loan portfolio
and accrued interest.
Net Income
Net income increased to $1,038,896 from $574,509 in the year ended June 30,
2002. The change in the net income for the year ended June 30, 2002 that was
attributable to other income (expense) amounted to $279,249. This change was
primarily due to a one time charge of $413,186 due to the termination of the
Company's merger talks with Medallion, net of $121,637 gain on the sale of
equity securities for the year ended June 30, 2001.
Results of Operations for the Years Ended June 30, 2001 and 2000
Total Investment Income
The Company's investment income decreased by $162,605 to $6,439,792 for the
year ended June 30, 2001, when compared with the year ended June 30, 2000. The
decrease was due to a decrease in interest earned on the loan portfolio of
$11,308 combined with a decrease in fees and other income of $151,297. This
decrease reflects the leveling of the company's portfolio which occurred during
its merger discussions with Medallion.
Operating Expenses
Interest expense increased by $46,676 to $3,392,202 when compared with the
prior year due to increased interest rates during the beginning of the fiscal
year combined with increased average outstanding loan balance during the year.
Other operating expenses decreased to $1,963,401 for the year ended June 30,
2001, as compared with $1,972,506 in the prior year due to a slowdown of Chicago
Medallion loan deals. Depreciation in value of loans decreased $392,611 to
$225,235 during the year ended June 30, 2001, as compared with the year ended
June 30, 2000. During the year ended June 30, 2001 the Company expensed costs
incurred in connection with the proposed merger with Medallion in the amount of
$413,186. These costs were non operational and a one time charge.
Net Income
Net income ended June 30, 2001, increased $361,757 to $574,509. This
increase was mainly due to a decrease in depreciation in value of loans of
$392,611 and a one time write off of merger costs of $413,186. As compared with
prior year recapitalization costs and terminated offering cost of $679,132.
Balance Sheet and Reserves
Total assets increased by $1,023,347 as of June 30, 2002 when compared to
total assets as of June 30, 2001. This increase was due to the Company's
successful public offering of 300,000 units at $19 per unit in April 2002. The
proceeds were used to pay down notes payable bank, and to pay off an SBA
debenture in the amount of $1,020,000. During January 2002, the Company and the
SBA entered into an agreement where the SBA committed to reserve debentures in
the amount of $12,000,000 to be issued by the Company prior to September 30,
2006. As of June 30, 2002 no amount has been drawn in this commitment.
Subsequently in July 2002, a new debenture payable to the SBA for $2,050,000 was
drawn from the reserved pool of $12,000,000. In September 2002, the Company paid
off an additional SBA debenture in the amount of $2,690,000 in order to reduce
interest costs.
27
Asset / Liability Management
Interest Rate Sensitivity
Ameritrans, like other financial institutions, is subject to interest rate
risk to the extent its interest- earning assets (consisting of medallion loans
and commercial loans) rise or fall at a different rate over time in comparison
to its interest-bearing liabilities (consisting primarily of its credit
facilities with banks and subordinated SBA debentures).
A relative measure of interest rate risk can be derived from Ameritrans'
interest rate sensitivity gap i.e. the difference between interest-earning
assets and interest-bearing liabilities, which mature and/or reprice within
specified intervals of time. The gap is considered to be positive when
repriceable assets exceed repriceable liabilities and negative when repriceable
liabilities exceed repriceable assets. A relative measure of interest rate
sensitivity is provided by the cumulative difference between interest sensitive
assets and interest sensitive liabilities for a given time interval expressed as
a percentage of total assets.
Ameritrans' interest rate sensitive assets were approximately $54.8
million and interest rate sensitive liabilities were approximately $41.6 million
at June 30, 2002. Having interest-bearing liabilities that mature or reprice
more frequently on average than assets may be beneficial in times of declining
interest rates, although such an asset/liability structure may result in
declining net earnings during periods of rising interest rates. Abrupt increases
in market rates of interest may have an adverse impact on our earnings until we
are able to originate new loans at the higher prevailing interest rates.
Conversely, having interest-earning assets that mature or reprice more
frequently on average than liabilities may be beneficial in times of rising
interest rates, although this asset/liability structure may result in declining
net earnings during periods of falling interest rates. This mismatch between
maturities and interest rate sensitivities of our interest-earning assets and
interest-bearing liabilities results in interest rate risk.
The effect of changes in interest rates is mitigated by regular turnover of
the portfolio. Based on past experience, Ameritrans anticipates that
approximately 40% of the portfolio will mature or be prepaid each year.
Ameritrans believes that the average life of its loan portfolio varies to some
extent as a function of changes in interest rates. Borrowers are more likely to
exercise prepayment rights in a decreasing interest rate environment because the
interest rate payable on the borrower's loan is high relative to prevailing
interest rates. Conversely, borrowers are less likely to prepay in a rising
interest rate environment.
Interest Rate Swap Agreements
Ameritrans manages the exposure of the portfolio to increases in market
interest rates by entering into interest rate cap agreements on interest rate
Swap agreements to hedge a portion of its variable-rate debt against increases
in interest rates and by incurring fixed-rate debt consisting primarily of
subordinated SBA debentures.
On January 10, 2000, the Company entered into a $5,000,000 interest rate
Swap transaction with a bank expiring on October 8, 2001. On June 11, 2001, the
Company entered into an additional interest rate swap transaction with the same
bank for $10,000,000 expiring on June 11, 2002. On June 11, 2001, the Company
entered into another interest rate swap transaction for $15,000,000 with this
bank expiring June 11, 2003. These Swap transactions were entered into to
protect the Company from an upward movement in interest rates relating to
outstanding bank debt (see Note 6 for terms and effective interest rates). These
Swap transactions call for a fixed rate of 4.95%, 4.35% and 4.95%, respectively
(plus 150 basis points) for the Company and if the floating one- month LIBOR
rate is below the fixed rate then the Company 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 the Company for the differences in rates. The
effective fixed costs on the debt that was swapped, including the 150 basis
points, is 6.45%, 5.85% and 6.45% respectively.
Ameritrans believes that its bank credit facilities and cash flow from
operations (after distributions to stockholders) will be adequate to fund the
continuing operations of the Company's loan portfolio. Nevertheless, the Company
continues to explore additional options, which may increase available funds for
its growth and expansion strategy. In addition, to the application for SBA
funding described above, these financing options would provide additional
sources of funds for both external expansion and continuation of internal
growth. We are working with investment banking firms to investigate the
viability of a number of other financing options which include an equity
offering of securities.
Investment Considerations
Interest rate fluctuations may adversely affect the interest rate spread we
receive on our taxicab medallion and commercial loans.
Because we borrow money to finance the origination of loans, our income is
dependent upon the differences between the rate at which we borrow funds and the
rate at which we loan funds. While the loans in our portfolio in most cases bear
interest at fixed-rates or adjustable-rates, we finance a substantial portion of
such loans by incurring indebtedness with floating interest rates. As short-term
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 caps, general rises in
interest rates will tend to reduce our interest rate spread in the short term.
In addition, we rely on our counterparties to perform their obligations under
such interest rate caps.
A decrease in prevailing interest rates may lead to more loan prepayments,
which could adversely affect our business.
A borrower is likely to exercise prepayment rights at a time when the
interest rate payable on the borrower's loan is high relative to prevailing
interest rates. In a lower interest rate environment, we will have difficulty
re-lending prepaid funds at comparable rates, which may reduce the net interest
spread we receive.
Lending to small businesses involves a high degree of risk and is highly
speculative.
Our commercial loan activity has increased in recent years. Lending to
small businesses involves a high degree of business and financial risk, which
can result in substantial losses and should be considered speculative. Our
borrower base consists primarily of small business owners that have limited
resources and that are generally unable to achieve financing from traditional
sources. There is generally no publicly available information about these small
business owners, and we must rely on the diligence of our employees and agents
to obtain information in connection with our credit decisions. In addition,
these small businesses often do not have audited financial statements. Some
smaller businesses have narrower product lines and market shares than their
competition. Therefore, they may be more vulnerable to customer preferences,
market conditions, or economic downturns, which may adversely affect the return
on, or the recovery of, our investment in these businesses.
Liquidity and Capital Resources
The Company has funded its operations through private and public
placements of its securities, bank financing, and the issuance to the SBA of its
subordinated debentures.
During January 1998, Elk completed a private placement of 462,000 shares of
Common Stock at $6.50 per share for aggregate gross proceeds of $3,003,000, less
offering expenses of $115,000. The net proceeds were utilized to repay bank
indebtedness and for working capital. A portion of the proceeds temporarily use
to reduce bank indebtedness, up to a maximum of $963,000, was allocated by Elk
toward the organization and capitalization of its then new parent company,
Ameritrans.
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 approximately $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 June 30, 2002, 81% of Elk's indebtedness was represented by indebtedness
to its banks and 19% by the debentures issued to the SBA with fixed rates of
interest ranging form 6.12% to 8.20%. 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 prior to September 30, 2006. As of June 30, 2002,
no amount has been drawn on this commitment. Subsequently in July 2002, a new
debenture payable to the SBA was drawn from the reserved pool of $12,000,000 in
the amount of $2,050,000 with an interim interest rate of 2.351%. The fixed rate
of 4.67% was determined on the pooling date of September 25, 2002. In addition
to the fixed rate, there is an additional annual SBA user fee of 0.88% per annum
that will also be charged making the rate 5.55% 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.
28
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.
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.
29
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to the General Instructions to Rule 305 of Regulation S-K, the
quantitative and qualitative disclosures called for by this Item 7A and by Rule
305 of Regulation S-K are inapplicable to Ameritrans at this time.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is submitted in the response found under Item
14(A)(1) in this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
30
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors and executive officers of Ameritrans and Elk are
identical. The following table sets forth certain information concerning our
directors and executive officers:
NAME POSITION
---- --------
Gary C. Granoff(1) President and Chairman of Board of Directors
Ellen M. Walker(1) Executive Vice President and Director
Lee A. Forlenza(1) Senior Vice President and Director
Steven Etra(1) Vice President and Director
Silvia Mullens(1) Vice President
Margaret Chance(1) Vice President, Secretary
Paul Creditor Director
Allen Kaplan Director
John R. Laird Director
Howard F. Sommer Director
Wesley Finch Director
- ----------
(1) As a BDC under the 1940 Act, a majority of the directors of both Ameritrans
and Elk are required to be individuals who are not "interested persons" of
the company. Gary C. Granoff, Ellen M. Walker, Lee A. Forlenza, Steven
Etra, Margaret Chance and Silvia Mullens are each "interested persons" with
respect to both Ameritrans and Elk, as such term is defined in the 1940
Act.
Gary C. Granoff, age 54, has been President and a director of Ameritrans
since its formation and of Elk since its formation in July 1979 and Chairman of
the Board of Directors since December 1995. Mr. Granoff has been a practicing
attorney for the past 28 years and is presently an
31
officer and stockholder in the law firm of Granoff, Walker & Forlenza, P.C. Mr.
Granoff is a member of the bar of the State of New York and the State of Florida
and is admitted to the United States District Court of the Southern District of
New York. Mr. Granoff is also President and a stockholder of GCG
Associates, Inc. ("GCG"), Elk's former investment adviser. He has served as
President and the sole stockholder of Seacrest Associates, Inc., a hotel
operator, since August 1994. Mr. Granoff has also been President and a director
since June 1996 of Gemini Capital Corporation ("Gemini"), a company primarily
engaged in the business of making consumer loans. Mr. Granoff has also been a
director of Titanium Holdings Group, Inc., formerly known as Enviro-Clean of
America, Inc. since September 1999. In February 1998, Mr. Granoff was elected to
and is presently serving as a trustee on the Board of Trustees of The George
Washington University. Mr. Granoff holds a Bachelor of Business Administration
degree in Accounting and a Juris Doctor degree (with honors) from The George
Washington University.
Ellen M. Walker, age 47, has been a Vice President, and a director of
Ameritrans since its formation and a Vice President and General Counsel of Elk
since July 1983. In August 2000, Ms. Walker was elected to be the Executive Vice
President of the Company. She was a director of Elk from July 1983 to August
1994, and has been a director of Elk since 1995. Ms. Walker has been a
practicing attorney for more than seventeen years and she is presently an
officer and stockholder in the law firm of Granoff, Walker & Forlenza, P.C. Ms.
Walker is a member of the Bar of the State of New York and she is admitted to
the United States District Court of the Southern District of New York. Since
August 1983 Ms. Walker has been Vice President of GCG. Ms. Walker has been a
director, Vice President and General Counsel of Gemini since June 1996. Ms.
Walker received a Bachelor of Arts degree from Queens College and obtained her
Juris Doctor degree with honors from Brooklyn Law School.
Lee A. Forlenza, age 45, has been a Vice President and a director of
Ameritrans since its formation, a Vice President of Elk since March 1992, and a
director of Elk since January 1995. In August 2000, Mr. Forlenza was elected to
be Senior Vice President of the Company. Mr. Forlenza has been a practicing
attorney since February 1983 and is presently an officer and stockholder in the
law firm of Granoff, Walker & Forlenza, P.C. Since March 1992 Mr. Forlenza has
been an investment analyst for GCG. Mr. Forlenza has also been Vice President,
Secretary and a director of Gemini since June 1996. Mr. Forlenza was Vice
President of True Type Printing, Inc. from 1976-1995 and has been President
since May 1995. From 1983 through 1986 Mr. Forlenza was an attorney with the
SBA. Mr. Forlenza graduated Phi Beta Kappa from New York University and obtained
his Juris Doctor degree from Fordham University School of Law.
Steven Etra, age 53, has been a Vice President and a director of Ameritrans
since its inception, a Vice President of Elk since January 1999, and a director
of Elk since November 1995. Mr. Etra has been Sales Manager since 1975 of
Manufacturers Corrugated Box Company, a company owned by Mr. Etra's family for
more than seventy-five years. Mr. Etra has also been a director of Gemini since
June 1996. Mr. Etra has also been a director of Titanium Holdings Group, Inc.,
formerly known as Enviro-Clean of America, Inc. since March 1999. Mr. Etra has
extensive business experience in investing in emerging companies.
Silvia Maria Mullens, age 51, has been a Vice President of Ameritrans since
its inception, a Vice President of Elk since 1996, and the Loan Administrator of
Elk since February 1994. Prior to joining Elk, she was the Legal Coordinator for
Castle Oil Corporation from September 1991 through June 1993 and from June 1993
through January 1994, a legal assistant specializing in foreclosures in the law
firm of Greenberg & Posner. Ms. Mullens received a B.A. from Fordham University
and an M.B.A. from The Leonard Stern School of Business Administration of New
York University.
Margaret Chance, age 48, has been Secretary of Ameritrans since its
inception and Secretary of Elk and involved in loan administration since
November 1980. In August 2000, Ms. Chance was elected to be a Vice President of
the Company. Ms. Chance is the office manager of Granoff, Walker & Forlenza,
P.C. and has served as the Secretary of GCG, since January 1982. Ms. Chance
holds a paralegal certificate.
32
Paul Creditor, age 66, has been a director of Ameritrans since its
inception and a director of Elk since November 1995. Mr. Creditor has been a
practicing attorney since 1961, engaging in the general practice of law and
specializing in corporate law. From 1974 through 1979 he served as an elected
Judge in Suffolk County, New York. He also served as counsel to the New York
State Constitutional Convention and various state agencies and commissions.
Allen Kaplan, age 52, has been a director of Ameritrans since its inception
and a director of Elk since November 1995. Mr. Kaplan has been since November
1986, Vice President and Chief Operating Officer of Team Systems, Inc., a
company which manages and operates more than 200 New York City medallion taxis.
Mr. Kaplan is currently Vice President of the Metropolitan Taxicab Board of
Trade, a trade association consisting of 22 member fleets representing 1,200 New
York City medallions.
John R. Laird, age 60, has been a director of Ameritrans and of Elk since
January 1999. Mr. Laird has been a private investor since 1994, when he retired
from Shearson Lehman Brothers Inc. ("Shearson"). Mr. Laird served as President
and Chief Executive Officer of the Shearson Lehman Brothers Division of Shearson
and as a member of the Shearson Executive Committee from 1992 to 1994. Mr. Laird
was also Chairman and Chief Executive Officer of The Boston Company, a
subsidiary of Shearson, from 1990 until its sale by Shearson in 1993. From 1977
to 1989 Mr. Laird was employed by American Express in various capacities
including Senior Vice President and Treasurer. He also is and has been a member
of boards of various cultural and philanthropic organizations, including but not
limited to, the Corporate Advisory Committee of the Boston Museum of Fine Arts
and the Board of Overseers for the Boston Symphony Orchestra. Mr. Laird received
a B.S. in finance and an M.B.A. from Syracuse University and attended the
Advanced Management Program at Harvard Business School.
Howard F. Sommer, age 62, has been a director of Ameritrans and of Elk
since January 1999. Mr. Sommer has been President and Chief Executive Officer of
New York Community Investment Company L.L.C., an equity investment fund
providing long-term capital to small businesses throughout the State of New
York, since 1995. Mr. Sommer was President of Fundex Capital Corporation from
1978 to 1995, President of U.S. Capital Corporation from 1973 to 1995, worked in
management consulting from 1971 to 1973 and held various positions at IBM and
Xerox Corporations
33
from 1962 to 1971. Mr. Sommer was also a member of the Board of Directors for
the National Association of Small Business Investment Companies, serving on its
executive committee from 1989 to 1993 and as Chairman of the Board in 1994. He
received a B.S. in electrical engineering from City College of New York and
attended the Graduate School of Business at New York University.
Wesley Finch, age 55, was elected to the Board of Directors September
2002. Mr. Finch is the principal of The Finch Group, a real estate development
and management company, specializing in the management, restructuring and
revitalization of affordable, subsidized and assisted housing. Over the last 20
years, The Finch Group has developed, or advised government entities, on more
than $1.5 billion of low-income housing. During 1992-1993, Mr. Finch served as a
member of President Clinton's transition team at the U.S. Department of Housing
and Urban Development. Previously, Mr. Finch served as Finance Chairman for U.S.
Senator John F. Kerry's 1984 campaign, and as the Chairman of Senator Kerry's
successful 1990 and 1996 campaigns. In addition, during 1987-1988, Mr. Finch was
the National Coordinating Chairman of the Democratic Senatorial Campaign
Committee, a legal extension of the U.S. Senate. Mr. Finch earned his bachelors
degree in accounting from the Bernard M. Baruch School of the City College of
New York, and is a non-practicing certified public accountant (CPA).
Our directors are actively involved in the oversight of our affairs,
including financial and operational issues, credit and loan policies, asset
valuation, and strategic direction.
Compliance with Section 16(a) of the 1934 Act
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires Ameritrans' officers and directors, and persons who own more than 10%
of Ameritrans' Common Stock, to file initial reports of beneficial ownership and
changes in beneficial ownership with the SEC and to furnish Ameritrans with
copies of all reports filed.
Based solely on a review of the forms furnished to Ameritrans, or written
representations from certain reporting persons, Ameritrans believes that all
persons who were subject to Section 16(a) in fiscal 2001 complied with the
filing requirements.
COMMITTEES OF THE AMERITRANS BOARD
Ameritrans has a standing Audit Committee, a standing 1999 Employee Plan
Committee and a Compensation Committee.
The Audit Committee is presently comprised of Paul Creditor, John Laird and
Howard Sommer. The function of the Audit Committee is to review our internal
accounting control procedures, review our consolidated financial statements and
review with the independent public accountants the results of their audit.
The 1999 Employee Plan Committee administers our 1999 Employee Plan. The
committee is comprised of Allen Kaplan and John Laird. See " -- Stock Option
Plans -- The 1999 Employee Plan," below.
The Compensation Committee reviews the Company's employment and
compensation agreements with its employees. The committee is comprised of Allen
Kaplan and John Laird.
The Board of Directors held 3 formal meetings during fiscal 2002. Six of
the Company's directors attended each of the meetings of the Board and three
directors missed one meeting.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth all remuneration for services rendered to
the Company to (i) each of the executive officers and (ii) all executive
officers as a group during the fiscal year ended June 30, 2002. No non-employee
director received compensation in excess of $60,000 during that period.
NAME AND PRINCIPAL POSITION CASH COMPENSATION(1) SEP BENEFIT(2)
- ----------------------------- -------------------- --------------
Gary C. Granoff, President $258,250(3) $25,500
Ellen M. Walker, Vice President and General $115,800 $17,370
Counsel
Lee A. Forlenza, Vice President $ 51,500 $ 7,725
Steven Etra, Vice President $ 31,000 $ 0
Silvia Mullens, Vice President $100,522 $15,078
Margaret Chance, Vice President and Secretary $ 88,207 $13,231
All executive officers as a group (6 persons) $645,279 $78,904
- ----------
(1) Officers' salaries constitute a major portion of Elk's total "management
fee compensation," which must be approved by the SBA. The SBA has approved
total officer and employee compensation of $648,000 for Elk. This amount
includes officers' salaries, other salaries and employee benefits.
(2) Simplified Employee Pension Plan.
(3) Does not include $35,000 of reimbursable expenses.
Ameritrans and Elk have a policy of paying their directors who are not
employees fees of $750 for each meeting attended. Since July 1, 1996,
non-employee directors have been paid annual fees of $2,000 per year in addition
to the fees paid for each meeting attended. Fees and expenses paid to
non-affiliated directors were, in the aggregate, $36,875 for the year ended June
30, 2000, $19,750 for the year ended June 30, 2001, and $29,750 for the year
ended June 30, 2002.
No options were granted to any of the Company's named executive officers
during the fiscal year ended June 30, 2002.
34
Report of the Board of Directors as to Compensation Matters
The objectives of Ameritrans' executive compensation program are to
establish compensation levels designed to enable Ameritrans to attract, retain
and reward executive officers who contribute to the long-term success of
Ameritrans so as to enhance stockholder value. The Board of Directors makes
decisions each year regarding executive compensation, including annual base
salaries and bonus awards, and the 1999 Employee Plan Committee, consisting of
non-interested directors, will make decisions each year regarding stock option
grants. Option grants are key components of the executive compensation program
and are intended to provide executives with an equity interest in Ameritrans so
as to link a meaningful portion of the compensation of Ameritrans' executives
with the performance of Ameritrans' Common Stock.
Compensation Philosophy
Ameritrans' executive compensation philosophy is based on the belief that
competitive compensation is essential to attract, motivate and retain highly
qualified and industrious employees. Ameritrans' policy is to provide total
compensation that is competitive for comparable work and comparable corporate
performance. The compensation program includes both motivational and
retention-related compensation components. Bonuses may be included to encourage
effective performance relative to current plans and objectives. Stock options
are included to help retain productive people and to more closely align their
interest with those of stockholders.
In executing its compensation policy, Ameritrans seeks to relate
compensation with Ameritrans' financial performance and business objectives,
reward high levels of individual performance and tie a significant portion of
total executive compensation to both the annual and long-term performance of
Ameritrans. While compensation survey data are useful guides for comparative
purposes, Ameritrans believes that a successful compensation program also
requires the application of judgment and subjective determinations of individual
performance, and to that extent the Board of Directors applies judgment in
reconciling the program's objectives with the realities of retaining valued
employees.
Executive Compensation Program
Annual compensation for Ameritrans' executives consists of two principal
elements: cash compensation, consisting of salaries and bonuses, and stock
options.
Cash Compensation
In setting the annual base salaries for Ameritrans' executives, the Board
of Directors reviews the aggregate salary and bonus compensation for
individuals in comparable positions with other companies, including competitors
of Ameritrans, and adjusts such amounts to reflect individual performance. Many
of these companies are specialty finance companies. Ameritrans also regularly
compares the salary levels of its executive officers with other leading
companies.
Increases in annual base salary are based on a review and evaluation of the
performance of the activity for which the executive has responsibility, the
impact of that activity on Ameritrans and the skills and experience required for
the job, coupled with a comparison of these elements with similar elements for
other executives both inside and outside Ameritrans.
Cash bonuses are tied directly to Ameritrans' financial performance and the
contribution of the executive to such performance.
EMPLOYMENT AGREEMENTS
We have entered into employment agreements with six of our employees. We
are required to disclose the terms of the agreements for four of those
individuals:
1. Gary Granoff, President. We entered into an employment agreement with
Gary Granoff, the president of the Company, for a term of five years dated as of
July 1, 2001. The agreement automatically renews for another five-year term
unless either party terminates prior to renewal. The agreement provides that Mr.
Granoff will be paid an annual salary of $240,000 for the first year of the
agreement, $255,000 for the second year, $270,000 for the third year, $295,000
for the fourth year, and $310,000 for the fifth year. The agreement also
provides that Mr. Granoff may be paid a yearly bonus, at the discretion of the
Board of Directors, based on his and Ameritrans' performance. In addition,
Ameritrans shall reimburse Mr. Granoff each year the agreement is in effect for
certain personal expenses which amount to $35,000 per year. Ameritrans shall
also make regular contributions to Mr. Granoff's SEP IRA account of 15% of his
salary and bonus, provided that the 15% is limited to the maximum contribution
permitted by IRS regulations and by statute, which in the calendar year
2001, was $25,500.
The agreement also provides for compensation to Mr. Granoff if he is
terminated prior to the expiration of his employment term, the amount of which
varies depending upon the nature of his termination. If, for instance, Mr.
Granoff is terminated without cause (as defined in the agreement), he is
entitled to a lump-sum payment in an amount equal to (i) his salary, as in
effect at the time of termination, through the date of termination and an amount
equal to his salary multiplied by the number of years remaining under the
agreement, and (ii) an amount equal to all of the consulting fees payable under
the terms of Mr. Granoff's consulting agreement with Ameritrans, as discussed
below. The employment agreement also provides for confidentiality and for
non-competition, and non-solicitation during the term of the agreement and for
one year thereafter.
35
In conjunction with the employment agreement, we also entered into a
consulting agreement with Mr. Granoff dated as of July 1, 2001. The consulting
agreement does not become effective and does not commence unless and until the
employment agreement is terminated due to (i) Mr. Granoff's voluntary
resignation from the Company or (ii) a notice of non-renewal of the employment
agreement from either the Company or the Consultant. Upon the effectiveness of
the consulting agreement, Mr. Granoff shall be paid as a consultant at a rate
equal to 1/2 of the monthly salary in effect at the time the employment
agreement is terminated plus any bonus received for that employment year. The
agreement also provides for confidentiality and non-competition provisions for
the term of the agreement, and non-solicitation during the term of the agreement
and for one year thereafter.
2. Ellen Walker, Executive Vice President and General Counsel. The
agreement with Ms. Walker is for a term of five years dated as of October 1,
2001. The agreement automatically renews for another five-year term unless
either party terminates prior to renewal. The agreement provides that Ms. Walker
will be paid an annual salary of $114,400, which increases four percent (4%)
each year the agreement is in effect. The agreement also provides that Ms.
Walker will be paid a yearly bonus, at the discretion of Ameritrans, based on
her and the Company's performance. The agreement provides for compensation to
Ms. Walker if she is terminated prior to the expiration of her employment term,
the exact amount of which varies depending upon the nature of the termination.
If, for instance, Ms. Walker terminates the employment agreement for good reason
(as defined in the agreement), she is entitled to a lump-sum payment equal to
the sum of her salary, as in effect at the time of termination, and an amount
equal to her salary multiplied by the number of years remaining under the
agreement or two-and-one-half (2 1/2) years, whichever is greater. The agreement
also provides for confidentiality and for non-competition and non-solicitation
during the term of the agreement and for one year thereafter.
3. Silvia Mullens, Vice President. The agreement with Ms. Mullens is for a
term of five years dated as of January 1, 2002. The agreement automatically
renews for another five-year term unless either party terminates prior to
renewal. The agreement provides that Ms. Mullens will be paid an annual salary
of $95,400, which increases five percent (5%) each year the agreement is in
effect. The agreement also provides that Ms. Mullens will be paid a yearly
bonus, at the discretion of Ameritrans, based on her and the Company's
performance. The agreement provides for compensation to Ms. Mullens if she is
terminated prior to the expiration of her employment term, the exact amount of
which varies depending upon the nature of the termination. If, for instance, Ms.
Mullens terminates the employment agreement for good reason (as defined in the
agreement), she is entitled to a lump-sum payment equal to the sum of her
salary, as in effect at the time of termination, and an amount equal to her
salary multiplied by the number of years remaining under the agreement or
two-and-one-half (2 1/2) years, whichever is greater. The agreement also
provides for confidentiality and for non-competition and non-solicitation during
the term of the agreement and for one year thereafter.
4. Margaret Chance, Vice President and Secretary. The agreement with Ms.
Chance is for a term of five years dated as of January 1, 2002. The agreement
automatically renews for another five-year term unless either party terminates
prior to renewal. The agreement provides that Ms. Chance will be paid an annual
salary of $75,000, which increases four percent (4%) each year the agreement is
in effect. The agreement also provides that Ms. Chance will be paid a yearly
bonus, at the discretion of Ameritrans but which shall not be less than $8,500
per year, based on her and the Company's performance. The agreement provides for
compensation to Ms. Chance if she is terminated prior to the expiration of her
employment term, the exact amount of which varies depending upon the nature of
the termination. If, for instance, Ms. Chance terminates the employment
agreement for good reason (as defined in the agreement), she is entitled to a
lump-sum payment equal to the sum of her salary, as in effect at the time of
termination, and an amount equal to her salary multiplied by the number of years
remaining under the agreement or two-and-one-half (2 1/2) years, whichever is
greater. The agreement also provides for confidentiality and for non-competition
and non-solicitation during the term of the agreement and for one year
thereafter.
STOCK OPTION PLANS
The descriptions of the 1999 Employee Plan and the Director Plan set forth
below are qualified in their entirety by reference to the text of the plans.
1999 EMPLOYEE PLAN
An employee stock option plan (the "1999 Employee Plan") was adopted by
the Ameritrans Board of Directors, including a majority of the non-interested
directors, and approved by a stockholder vote, in order to link the personal
interests of key employees to our long-term financial success and the growth of
stockholder value. An amendment to the 1999 Employee Plan was approved by the
shareholders in January, 2002. The amendment increased the number of shares
reserved under the plan from 125,000 to 200,000 shares.
The 1999 Employee Plan authorizes the grant of incentive stock options
within the meaning of Section 422 of the Internal Revenue Code for the purchase
of an aggregate of 200,000 shares (subject to adjustment for stock splits and
similar capital changes) of common stock to our employees. By adopting the 1999
Employee Plan, the Board believes that we will be better able to attract,
motivate and retain as employees people upon whose judgment and special skills
36
our success in large measure depends. As of June 30, 2002, options to purchase
an aggregate of 100,000 shares of Common Stock had been granted to various
officers. Options for 70,000 shares are exercisable for 10 years from the date
of grant at a price of $8.88 per share (the fair market value of the Common
Stock on the date of grant), and options for 30,000 shares are exercisable for
five (5) years from the date of grant at a price of $9.77 per share.
Accordingly, 100,000 shares of Common Stock are available for future awards
under the 1999 Employee Plan.
The 1999 Employee Plan is administered by the 1999 Employee Plan Committee
of the Board of Directors, which is comprised solely of non-employee directors
(who are "outside directors" within the meaning of Section 152(m) of the
Internal Revenue Code and "disinterested persons" within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934 (the "1934 Act")). The committee
can make such rules and regulations and establish such procedures for the
administration of the 1999 Employee Plan as it deems appropriate.
NON-EMPLOYEE DIRECTOR PLAN
A stock option plan for non-employee directors (the "Director Plan") was
adopted by the Ameritrans Board of Directors and approved by a stockholder vote,
in order to link the personal interests of non-employee directors to our
long-term financial success and the growth of stockholder value. The Director
Plan is substantially identical to, and the successor to, a non-employee
director stock option plan adopted by the Board of Directors of Elk and approved
by its stockholders in September, 1998 (the "Elk Director Plan"). Ameritrans and
Elk submitted an application for, and received on August 31, 1999, an exemptive
order relating to these plans from the SEC. An amended stock option plan for
non-employee directors (the "Amended Director Plan") was approved by the Board
of Directors and the shareholders, which increases the number of shares reserved
for issuance under the plan and provides for automatic grants of options upon
the re-election of eligible directors, but is subject to the approval of the
SEC.
The Director Plan provides for the automatic grant of options to directors
who are not our employees, officers or interested persons (an "Eligible
Director") who are elected and serve one year on the Board of Directors. By
adopting the Director Plan, the Board believes that we will be better able to
attract, motivate and retain as directors people upon whose judgment and special
skills our success in large measure depends. The total number of shares for
which options may be granted from time to time under the Director Plan is 75,000
shares, which will be increased to 125,000 shares upon SEC approval of the
Amended Director Plan. At present, there are options to purchase up to 22,224
shares. The Director Plan is administered by a committee of directors who are
not eligible to participate in the Directors Plan.
SIMPLIFIED EMPLOYEE PENSION PLAN
In 1996, Elk adopted a simplified employee pension plan covering, at
present, all eligible employees of the Company. Contributions to the plan are at
the discretion of the Board of Directors. During the fiscal year ended June 30,
2002 contributions amounted to $79,484.
Gary C. Granoff's Fiscal 2001 Compensation
The Board of Directors has set Gary C. Granoff's total annual compensation
at a level it believes to be competitive with the chief executive officers of
similarly capitalized specialty finance companies. Gary C. Granoff, in his
capacity as Chief Executive Officer, is eligible to participate in the same
executive compensation program available to Ameritrans' other senior executives.
STOCK PERFORMANCE GRAPH
Although Ameritrans' Common Stock is listed on the Nasdaq SmallCap Market
trading in Ameritrans' Common Stock has been extremely limited, making it
difficult to meaningfully compare the performance of Ameritrans' Common Stock to
that of other similar companies or a broad market index. Therefore, Ameritrans
has not included a stock performance graph.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as to (i) those persons
who, to our knowledge, owned 5% or more of our outstanding common stock as of
June 30, 2002, (ii) each of our directors and (iii) all of our officers and
directors as a group. Except as set forth below, the address of each person
listed below is the address of Ameritrans.
NUMBER OF SHARES OF PERCENTAGE OF OUTSTANDING
NAME COMMON STOCK OWNED COMMON STOCK
- ---- ------------------- -------------------------
*Gary C. Granoff 349,587(1) 16.81%
*Ellen M. Walker 57,374(2) 2.78%
*Lee A. Forlenza 52,418(3) 2.53%
*Steven Etra 136,617(4) 6.62%
Paul Creditor 7,556(6) **
747 Third Avenue, Ste. 4C
New York, NY
Allen Kaplan 10,556(7) **
c/o Executive Charge, Inc.
1440 39th Street
Brooklyn, NY
37
NUMBER OF SHARES OF PERCENTAGE OF OUTSTANDING
NAME COMMON STOCK OWNED COMMON STOCK
- ---- ------------------- -------------------------
John R. Laird 5,556 **
481 Canoe Hill Road
New Canaan, CT
Howard F. Sommer 5,556 **
c/o New York Community
Investment Co., LLC
120 Broadway
New York, NY
Dan M. Granoff 155,979(9) 6.80%
Children's Hospital
Oakland Research Institute
747 52nd Street
Oakland, CA
Paul D. Granoff 143,179(10) 7.00%
c/o Rush-Copley Medical Center
1900 Ogden Avenue
Aurora, IL 60504
*Margaret Chance 1,700 **
*Silvia Mullens -- **
All Officers and Directors as a 626,920(10) 28.86%
group (10 persons)***
- ----------
* Gary C. Granoff, Ellen M. Walker, Lee A. Forlenza, Steven Etra, Margaret
Chance and Silvia Mullens are each "interested persons" with respect to
Ameritrans and Elk, as such term is defined in the 1940 Act.
** Less than 1%.
*** Does not include Dan M. Granoff or Paul D. Granoff, neither of whom are an
Officer or Director of the Company.
1. Excludes (i) 29,933 shares owned directly or indirectly by Mr. Granoff's
wife and 1,000 shares of Participating Preferred Stock, as to which he
disclaims beneficial ownership. Also excludes 500 shares of Participating
Preferred Stock owned by Dapary Management Corp., a corporation controlled
by Mr. Granoff, and 1,000 shares of Participating Preferred Stock owned by
J&H Associates Ltd Pts, a partnership whose general partner is GCG
Associates Inc., a corporation controlled by Mr. Granoff. Includes (i)
16,900 shares owned by The Granoff Family Foundation, a charitable
foundation of which Mr. Granoff and his father, mother, and brother, Dan M.
Granoff, are trustees; (ii) 261 shares held by GCG Associates Inc., a
corporation controlled by Mr. Granoff; (iii) 77,584 shares of Common Stock
and 500 Warrants owned by Dapary Management Corp., a corporation controlled
by Mr. Granoff; (iv) 10,000 shares of Common Stock and 1,000 warrants owned
by J&H Associates Ltd Pts, a partnership whose general partner is GCG
Associates Inc., a corporation controlled by Mr. Granoff; (v) 3,300
Warrants; and (vi) 30,000 shares of Common Stock issuable upon the exercise
of five-year options issued under the 1999 Employee Plan. See "Stock Option
Plans."
2. Includes (i) 200 shares held by Ms. Walker as custodian for her son; (ii)
22,800 shares held by various trusts of which Ms. Walker is a trustee and
as to which she disclaims beneficial ownership (Mr. Granoff retains a
reversionary interest in 21,000 of such shares), and (iii) 20,000 shares
issuable upon the exercise of ten-year options issued under the 1999
Employee Plan. See "Stock Option Plans."
38
3. Excludes 700 shares of Participating Preferred Stock. Includes 700
Warrants, and 17,500 shares of Common Stock issuable upon the exercise of
ten-year options issued to under the 1999 Employee Plan. See "Stock Option
Plans."
4. Includes (i) 27,000 shares held by Mr. Etra's wife; (ii) 1,500 shares held
by Mr. Etra's son; (iii) 10,000 shares held by SRK Associates LLC, a
limited liability company controlled by Mr. Etra, (iv) 10,000 shares held
by Lance's Property Development Corp. Pension Plan, of which Mr. Etra is a
trustee and (v) 17,500 shares issuable upon the exercise of ten-year
options issued under the 1999 Employee Plan. See "Stock Option Plans."
6. Includes 5,556 shares issuable upon exercise of ten year options issued
under the Director Plan. See "Stock Options Plans."
7. Includes 5,556 shares issuable upon exercise of ten year options issued
under the Director Plan. See "Stock Options Plans."
9. Includes (i) 10,900 shares owned by a charitable foundation, of which N.
Henry Granoff, his wife, Jeannette Granoff, Gary C. Granoff and Dr. Dan M.
Granoff are the trustees, and (ii) 2,800 shares held in an IRA Rollover
Account for the benefit of Dr. Granoff.
10. Includes 40,049 shares held by Dr. Paul Granoff directly, 77,630 held by
Granoff Family Partners Ltd., of which Dr. Granoff is a general partner,
and 25,500 shares held by the Granoff Pediatric Associates Profit Sharing
Plan. Excludes 14,127 shares held by Dr. Granoff's wife, of which shares he
disclaims beneficial ownership.
11. Includes 4,000 Warrants, 100,000 shares issuable upon the exercise of
30,000 five-year and 70,000 ten-year options issued under the 1999 Employee
Plan, and 22,224 shares issuable upon the exercise of ten-year options
issued under the Director Plan. See "Stock Option Plans."
Except pursuant to applicable community property laws or as described
above, each person listed in the table above has sole voting and investment
power, and is both the owner of record and the beneficial owner of his or her
respective shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Elk pays legal fees, on a fixed or hourly basis, for loan closing services
relating to loans other than New York taxi and radio car loan closings to
Granoff, Walker & Forlenza, P.C. ("Granoff, Walker") whose stockholders are
officers and directors of Elk and Ameritrans. Such services related to New York
taxi and radio car loans are provided by the officers and employees of Elk. Elk
paid Granoff, Walker $63,733 in fees during the fiscal year ended June 30, 2002.
Elk generally charges its borrowers loan origination fees to generate income to
offset the legal fees paid by Elk for loan closing services.
We also rent office space from Granoff, Walker and share certain office
expenses with that firm. For the fiscal year ended June 30, 2002, we paid
$44,965 in rent, $63,185 in shared overhead expense, and $35,740 of other
reimbursable shared overhead expense.
During the fiscal year ended June 30, 1998, Granoff, Walker exercised an
option in its lease, at our request, and rented an additional 1,800 square feet
of office space contiguous with our offices at a below market rent (the
"Additional Space"). Until we require the Additional Space, the law firm sublets
the Additional Space to outside tenants under short-term arrangements. In the
event all or a portion of the Additional Space is vacant, Elk's Board of
Directors has agreed to reimburse the law
39
firm for the additional rent due. The estimated maximum amount of rent for which
we would be responsible is $58,000 per year, less any sublet rental income
received from the outside tenants. During the year ended 2002, ELK paid the law
firm approximately $7,000 on account of this agreement. In August, 2001, the
Company's Board of Directors approved the execution of a formal sublease with
the law firm on financial terms and conditions consistent with the prior
arrangement for the period July 1, 2001 through April 30, 2004.
CONFLICTS OF INTEREST POLICIES
The Boards of Directors of Ameritrans and Elk have adopted policies
governing potential conflicts of interest between the companies and their
directors and officers. Together, these policies comprise our "Codes of Ethics"
as required under the 1940 Act.
These policies generally provide that no officer, director or employee of
the respective company will make any loan which might be deemed to be
appropriate for that company, unless and until such transaction is first
approved by a majority of the directors of that company who are not "interested
persons" of that company within the meaning of the 1940 Act and who have no
financial or other material interest in the transaction. A loan would not be
deemed to be appropriate for Elk if in any manner such loan (or investment)
would in any way violate SBA Regulations in effect at the time of making such
loan or investment. In reviewing any such transaction, the directors will
examine, among other factors, whether the transaction would deprive the company
of an opportunity or whether it would otherwise conflict with our best interests
and those of our stockholders. A complete record of any such review and the
results of the review will be maintained by the respective company as part of
its permanent records.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Ameritrans Certificate of Incorporation limits the liability of our
directors for monetary damages arising from a breach of their fiduciary duty as
directors, except to the extent otherwise required by the Delaware General
Corporation Law. This limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or recision.
The Ameritrans by-laws provide that Ameritrans shall indemnify its officers
and directors to the fullest extent permitted by Delaware law, including in
circumstances in which indemnification is otherwise discretionary under Delaware
law. We have entered into indemnification agreements with our officers and
directors containing provisions that may require Ameritrans, among other things,
to indemnify its officers and directors against certain liabilities that may
arise by reason of their status as directors or officers (other than liabilities
arising from willful misconduct of a culpable nature) and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified.
Ameritrans has directors' and officers' liability insurance. This policy
was previously held by Elk for the benefit of its officers and directors and was
assumed by Ameritrans upon the completion of the Share Exchange.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a) 1. and 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The financial statements and financial statement schedules as listed in the
Index to Financial Statements are filed as part of this Annual Report on Form
10-K.
b) REPORTS ON FORM 8-K
On October 30, 2001 the Company filed a current report on 8-K reporting under
Item V (Other Events) that the Company's president Gary Granoff distributed the
Company's privacy policy statement to its shareholders.
c) EXHIBITS
The Exhibits filed as part of this Annual Report on Form 10-K are listed on the
Exhibit Index immediately preceding such Exhibits, which Exhibit Index is
incorporated by reference.
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in such statements. In connection with
certain forward-looking statements contained in this Form 10-K and those that
may be made in the future by or on behalf of Ameritrans, Ameritrans notes that
there are various factors that could cause actual results to differ materially
from those set forth in any such forward-looking statements. The forward looking
statements contained in this Form 10-K were prepared by management and are
qualified by, and subject to, significant business, economic, competitive,
regulatory and other uncertainties and contingencies, all of which are difficult
or impossible to predict and many of which are beyond the control of Ameritrans.
Accordingly, there can be no assurance that the forward-looking statements
contained in this Form 10-K will be realized or that actual results will not be
significantly higher or lower. The statements have not been audited by, examined
by, compiled by or subjected to agreed-upon procedures by independent
accountants, and no third-party has independently verified or reviewed such
statements. Readers of this Form 10-K should consider these facts in evaluating
the information contained herein. In addition, the business and operations of
Ameritrans are subject to substantial risks which increase the uncertainty
inherent in the forward-looking statements contained in this Form 10-K. The
inclusion of the forward-looking statements contained in this form 10-K should
not be regarded as a representation by Ameritrans or any other person that the
forward-looking statements contained in this Form 10-K, will be achieved. In
light of the foregoing, readers of this Form 10-K are cautioned not to place
undue reliance on the forward-looking statements contained herein. These risks
and others that are detailed in this Form 10-K and other documents that
Ameritrans files from time to time with the Securities and Exchange Commission,
including quarterly reports on Form 10-Q and any current reports on Form 8-K
must be considered by any investor or potential investor in Ameritrans.
40
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 30th day of September, 2002.
AMERITRANS CAPITAL CORPORATION
By: /s/ GARY C. GRANOFF
-----------------------------------
Gary C. Granoff, President
As required by the Securities Exchange Act of 1934, this report has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ GARY C. GRANOFF President, Chairman of the September 30, 2002
- ---------------------------- Board of Directors,
Gary C. Granoff Chief Executive Officer and
Chief Financial Officer
/s/ ELLEN M. WALKER Executive Vice President, September 30, 2002
- ---------------------------- and Director
Ellen M. Walker
/s/ LEE A. FORLENZA Senior Vice President and Director September 30, 2002
- ----------------------------
Lee A. Forlenza
41
/s/ PAUL CREDITOR Director September 30, 2002
- ----------------------------
Paul Creditor
/s/ ALLEN KAPLAN Director September 30, 2002
- ----------------------------
Allen Kaplan
/s/ JOHN R. LAIRD Director September 30, 2002
- ----------------------------
John R. Laird
CERTIFICATIONS
I, Gary C. Granoff, President, Chief Executive Officer, and Chief Financial
Officer of Ameritrans Capital Corporation, certify that:
1. I have reviewed this annual report on Form 10-K of Ameritrans
Capital Corporation;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operation, and
cash flows of the registrant as of, and for, the periods presented
in this annual report.
Dated: September 30, 2002
/s/ Gary C. Granoff
--------------------------------------
President, Chief Executive Officer and
Chief Financial Officer
42
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
CONTENTS
- --------------------------------------------------------------------------------
Page
----
INDEPENDENT AUDITORS' REPORT 1
CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets at June 30, 2002 and 2001 2-3
Statements of Income for the years ended June 30, 2002, 2001 and 2000 4-5
Statements of Comprehensive Income for the years ended June 30, 2002, 2001 and 2000 6
Statements of Stockholders' Equity for the years ended June 30, 2002, 2001 and 2000 7-8
Statements of Cash Flows for the years ended June 30, 2002, 2001 and 2000 9-10
Schedule of Loans as of June 30, 2002 11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12-27
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Ameritrans Capital Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheets of Ameritrans
Capital Corporation and Subsidiaries as of June 30, 2002 and 2001, and the
related consolidated statements of income, comprehensive income, stockholders'
equity and cash flows for the years ended June 30, 2002, 2001 and 2000 and the
schedule of loans as of June 30, 2002. These consolidated financial statements
and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements and schedule referred to
above present fairly, in all material respects, the financial position of
Ameritrans Capital Corporation and Subsidiaries as of June 30, 2002 and 2001,
and the results of their operations and their cash flows for the years ended
June 30, 2002, 2001 and 2000 in conformity with accounting principles generally
accepted in the United States of America.
As explained in Note 1, the consolidated financial statements include loans
valued at $54,791,331 and $54,241,470 as of June 30, 2002 and 2001,
respectively, whose values have been estimated by the Board of Directors in the
absence of readily ascertainable market values. We have reviewed the procedures
used by the Board of Directors in arriving at their estimate of the value of
such loans and have inspected underlying documentation and, in the
circumstances, we believe the procedures are reasonable and the documentation is
appropriate. However, because of the inherent uncertainty of valuation, those
estimated values may differ significantly from the values that would have been
used had a ready market for such loans existed, and the differences could be
material.
New York, NY
September 17, 2002
/s/ Marcum & Kliegman, LLP
1
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2002 and 2001
- --------------------------------------------------------------------------------
ASSETS
2002 2001
----------------------------
Loans receivable $ 55,029,831 $ 54,559,970
Less: unrealized depreciation on loans receivable (238,500) (318,500)
------------ ------------
54,791,331 54,241,470
Cash and cash equivalents 774,062 575,229
Accrued interest receivable, net of unrealized
depreciation of $206,272 and $-0- respectively 1,197,075 985,334
Assets acquired in satisfaction of loans 1,108,088 932,814
Receivables from debtors on sales of assets acquired
in satisfaction of loan 367,271 421,823
Equity securities 443,327 436,914
Furniture, fixtures and leasehold improvements, net 107,757 101,902
Prepaid expenses and other assets 219,305 289,383
------------ ------------
TOTAL ASSETS $ 59,008,216 $ 57,984,869
============ ============
The accompanying notes are an integral part of these financial statements.
2
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2002 AND 2001
- --------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
2002 2001
----------------------------
CURRENT LIABILITIES
Debentures payable to SBA $ 7,860,000 $ 8,880,000
Notes payable, bank 33,720,000 35,550,000
Accrued expenses and other liabilities 434,339 456,316
Accrued interest payable 258,358 291,427
Dividends payable 68,438 --
------------ ------------
TOTAL LIABILITIES 42,341,135 45,177,743
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock 500,000 and 1,000,000 shares authorized,
none outstanding at June 30, 2002 and 2001, respectively -- --
9 3/8% Cumulative participating
preferred stock $.01 par value, $12.00 face value,
500,000 and -0- shares authorized; 300,000 and -0- shares
issued and outstanding at June 30, 2002 and 2001, respectively 3,600,000 --
Common stock, $.0001 par value: 5,000,000 shares
authorized; 2,045,600 and 1,745,600 shares issued, 2,035,600
and 1,745,600 outstanding at June 30, 2002 and 2001, respectively 205 175
Additional paid in capital 13,869,545 13,471,474
Accumulated deficit (703,127) (678,593)
Accumulated other comprehensive (loss) income (29,542) 14,070
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 16,737,081 12,807,126
------------ ------------
Treasury stock, at cost, 10,000 and -0- shares common stock at
June 30, 2002 and 2001, respectively (70,000) --
------------ ------------
NET STOCKHOLDERS' EQUITY 16,667,081 12,807,126
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 59,008,216 $ 57,984,869
============ ============
The accompanying notes are an integral part of these financial statements.
3
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended June 30, 2002, 2001 and 2000
- --------------------------------------------------------------------------------
2002 2001 2000
-------------------------------------------
INVESTMENT INCOME
Interest on loans receivable $5,984,678 $ 6,165,910 $ 6,177,218
Fees and other income 285,041 273,882 425,179
---------- ----------- -----------
TOTAL INVESTMENT INCOME 6,269,719 6,439,792 6,602,397
---------- ----------- -----------
OPERATING EXPENSES
Interest 2,632,918 3,392,202 3,345,526
Salaries and employee benefits 769,633 627,013 594,804
Legal fees 232,494 187,183 395,366
Miscellaneous administrative expenses 1,087,822 1,006,543 883,915
Loss on assets acquired in satisfaction of loans, net 78,907 122,912 61,546
Directors' fees 29,750 19,750 36,875
Write off and depreciation of interest and loans receivable 393,145 225,235 617,846
---------- ----------- -----------
TOTAL OPERATING EXPENSES 5,224,669 5,580,838 5,935,878
---------- ----------- -----------
OPERATING INCOME 1,045,050 858,954 666,519
---------- ----------- -----------
OTHER INCOME (EXPENSE)
Net gain from rental activities 2,700 15,000 7,233
Gain on sale of securities -- 121,637 231,703
Recapitalization costs -- -- (423,045)
Terminated offering costs -- -- (256,087)
Terminated merger costs -- (413,186) --
---------- ----------- -----------
TOTAL OTHER INCOME (EXPENSE) 2,700 (276,549) (440,196)
---------- ----------- -----------
The accompanying notes are an integral part of these financial statements.
4
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME-Continued
For the Years Ended June 30, 2002, 2001 and 2000
- --------------------------------------------------------------------------------
2002 2001 2000
----------------------------------------
INCOME BEFORE INCOME TAXES 1,047,750 582,405 226,323
INCOME TAXES 8,854 7,896 13,571
---------- ---------- ----------
NET INCOME 1,038,896 574,509 212,752
========== ========== ==========
DIVIDENDS ON PREFERRED STOCK (68,438) -- --
========== ========== ==========
NET INCOME AVAILABLE TO
COMMON SHAREHOLDERS $ 970,458 $ 574,509 $ 212,752
========== ========== ==========
Weighted Average Shares Outstanding
Basic 1,800,614 1,745,600 1,745,600
========== ========== ==========
Diluted 1,800,614 1,745,600 1,750,600
========== ========== ==========
Net Income Per Common share
Basic $ 0.54 $ 0.33 $ 0.12
========== ========== ==========
Diluted $ 0.54 $ 0.33 $ 0.12
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
5
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years ended June 30, 2002, 2001 and 2000
- --------------------------------------------------------------------------------
2002 2001 2000
-------------------------------------
NET INCOME $ 1,038,896 $ 574,509 $ 212,752
OTHER COMPREHENSIVE INCOME
Unrealized (loss) gain on equity securities
arising during the period (43,612) (4,852) 84,283
Reclassification adjustment for gains included
in net income -- (118,512) (208,602)
----------- --------- ---------
TOTAL COMPREHENSIVE INCOME $ 995,284 $ 451,145 $ 88,433
=========== ========= =========
The accompanying notes are an integral part of these financial statements.
6
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Years Ended June 30, 2002, 2001 and 2000
- --------------------------------------------------------------------------------
Shares of Common Shares of Preferred
Common Stock Preferred Stock Additional
Stock $0.0001 Par Stock $0.01 Par Paid-In
Outstanding Value Outstanding Value Capital
- --------------------------------------------------------------------------------------------------------
BALANCE - July 1, 1999 1,745,600 $175 -- $ -- $13,214,558
Transfer of restricted capital -- -- -- -- $ 256,916
Dividends paid on common stock -- -- -- -- --
Net Income -- -- -- -- --
Unrealized gain on equity
securities arising during the
period -- -- -- -- --
Reclassification adjustment for
gains included in net income -- -- -- -- --
--------- ---- ---- ---- -----------
BALANCE - June 30, 2000 1,745,600 175 -- -- 13,471,474
--------- ---- ---- ---- -----------
Retained Accumulated
Earnings Other
Treasury Restricted (Accumulated Comprehensive
Stock Capital Deficit) Income (loss) Total
- -----------------------------------------------------------------------------------------------------------
BALANCE - July 1, 1999 -- $ 256,916 $ 4,815 $ 261,753 $ 13,738,217
Transfer of restricted capital -- (256,916) -- -- --
Dividends paid on common stock -- -- $(942,624) -- (942,624)
Net Income -- -- $ 212,752 -- 212,752
Unrealized gain on equity
securities arising during the
period -- -- -- 84,283 84,283
Reclassification adjustment for
gains included in net income -- -- -- (208,602) (208,602)
----- --------- --------- --------- ------------
BALANCE - June 30, 2000 -- -- (725,057) 137,434 12,884,026
----- --------- --------- --------- ------------
The accompanying notes are an integral part of these financial statements.
7
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY- Continued
For the Years Ended June 30, 2002, 2001 and 2000
- --------------------------------------------------------------------------------
Shares of Common Shares of Preferred
Common Stock Preferred Stock Additional
Stock $0.0001 Par Stock $0.01 Par Paid-In
Outstanding Value Outstanding Value Capital
- ---------------------------------------------------------------------------------------------------------------
(Balance forward)
BALANCE - June 30, 2000 1,745,600 175 -- -- 13,471,474
---------- --- ------- ---------- -----------
Dividends declared on common stock -- -- -- -- --
Net income -- -- -- -- --
Unrealized gain on equity securities
arising during the period -- -- -- -- --
Reclassification adjustments of
intercompany amount paid to parent -- -- -- -- --
Reclassification adjustment for gains
included in net income -- -- -- -- --
---------- --- ------- ---------- -----------
BALANCE - June 30, 2001 1,745,600 175 -- -- 13,471,474
Dividends declared on common stock -- -- -- -- --
Dividends declared on preferred stock -- -- -- -- --
Net income -- -- -- -- --
Unrealized loss on equity securities
arising during the period -- -- -- -- --
Net proceeds from stock offering 300,000 30 300,000 3,600,000 395,571
Issuance of warrants -- -- -- -- 2,500
Reacquisition of common stock (10,000) -- -- -- --
---------- --- ------- ---------- -----------
BALANCE - June 30, 2002 2,035,600 205 300,000 $3,600,000 $13,869,545
========== === ======= ========== ===========
Retained Accumulated
Earnings Other
Treasury Restricted (Accumulated Comprehensive
Stock Capital Deficit) Income Total
- ------------------------------------------------------------------------------------------------------------------
(Balance forward)
BALANCE - June 30, 2000 -- -- (725,057) 137,434 12,884,026
-------- ---- ----------- --------- ------------
Dividends declared on common stock -- -- (528,045) -- (528,045)
Net income -- -- 574,509 -- 574,508
Unrealized gain on equity securities
arising during the period -- -- -- (4,852) (4,852)
Reclassification adjustments of
intercompany amount paid to parent -- -- -- -- --
Reclassification adjustment for gains
included in net income -- -- -- (118,512) (118,512)
-------- ---- ----------- --------- ------------
BALANCE - June 30, 2001 -- -- (678,593) 14,070 12,807,126
Dividends declared on common stock -- -- (994,991) -- (994,991)
Dividends declared on preferred stock -- -- (68,438) -- (68,438)
Net income -- -- 1,038,896 -- 1,038,896
Unrealized loss on equity securities
arising during the period -- -- -- (43,612) (43,612)
Net proceeds from stock offering -- -- -- -- 3,995,601
Issuance of warrants -- -- -- -- 2,500
Reacquisition of common stock (70,000) -- -- -- (70,000)
-------- ---- ----------- --------- ------------
BALANCE - June 30, 2002 $(70,000) $ -- $ (703,127) $ (29,542) $ 16,667,081
======== ==== =========== ========= ============
The accompanying notes are an integral part of these financial statements.
8
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years ended June 30, 2002, 2001 and 2000
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES 2002 2001 2000
-------------------------------------------
Net income $ 1,038,896 $ 574,509 $ 212,752
----------- ----------- -----------
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 68,633 65,739 74,714
Gain on sale of equity securities -- (121,637) (231,703)
Changes in operating assets and liabilities:
Changes in unrealized depreciation on loans receivable (80,000) (61,500) --
Accrued interest receivable (211,741) (56,569) (214,139)
Prepaid expenses and other assets 33,469 153,882 522
Accrued expenses and other liabilities (21,977) 90,988 141,870
Accrued interest payable (33,069) (73,843) 10,352
----------- ----------- -----------
TOTAL ADJUSTMENTS (244,685) (2,940) (218,384)
----------- ----------- -----------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 794,211 571,569 (5,632)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans receivable, assets acquired in
satisfaction of loans and receivables from debtors
on sales of assets acquired in satisfaction of loans (660,583) 2,245,032 (6,013,277)
Net (sales) purchases of equity securities (50,025) 193,333 364,796
Acquisition of furniture, fixtures and leasehold
improvements (37,879) (33,167) (54,838)
----------- ----------- -----------
NET CASH (USED IN) BY PROVIDED INVESTING ACTIVITIES (748,487) 2,405,198 (5,703,319)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from unit stock offering 3,998,101 -- --
(Repayment of) proceeds from notes payable, banks,
net (1,830,000) (2,250,000) 6,800,000
Repayment of debentures payable to SBA (1,020,000) -- --
The accompanying notes are an integral part of these financial statements.
9
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
For the Years ended June 30, 2002, 2001 and 2000
- --------------------------------------------------------------------------------
Dividends paid (994,991) (528,045) (1,256,832)
----------- ----------- -----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 153,110 (2,778,045) 5,543,168
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 198,834 198,722 (165,783)
CASH AND CASH EQUIVALENTS - Beginning 575,228 376,507 542,290
----------- ----------- -----------
CASH AND CASH EQUIVALENTS - Ending $ 774,062 $ 575,229 $ 376,507
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the years for:
Interest $ 2,665,987 $ 3,548,409 $ 3,357,555
Taxes $ 8,551 $ 1,822 $ 9,864
Non-cash investing and financing activities:
Conversion of loans to assets acquired in satisfaction
of loans $ (366,210) $ (344,949) $ --
Unrealized (loss) gains of equity securities arising
during the period $ (43,612) $ (4,852) $ 84,283
Reclassification adjustment for gains included in net
income $ -- $ (118,512) $ (208,602)
Transfer of restricted capital $ -- $ -- $ 256,916
Declaration of preferred stock cash dividend $ 68,438 $ -- $ --
Declaration of common stock cash dividend $ -- $ -- $ 314,208
Reacquisition of common stock $ 70,000 $ -- $ --
The accompanying notes are an integral part of these financial statements.
10
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
SCHEDULE OF LOANS
June 30, 2002
- --------------------------------------------------------------------------------
Number of Interest Maturity Dates Balance
Type of Loan Loans Rates (In Months) Outstanding
- ----------------------------------------------------------------------------------------------
New York City:
Taxi medallion 80 7 - 16% 2 - 180 $13,899,244
Radio car service 18 11 - 15% 3 - 48 140,319
Chicago:
Taxi medallion 437 11 - 16% 1 - 120 23,109,314
Boston:
Taxi medallion 13 9.5 - 11% 1 - 46 1,229,791
Miami:
Taxi medallion 75 10.5 - 16% 21 - 113 2,629,349
Other loans:
Restaurant 5 10 - 15% 30 - 120 555,577
Car Wash/Auto Center 6 8 - 15% 29 - 57 718,157
Dry Cleaner 12 10.5 - 18% 24 - 96 1,153,153
Laundromat 35 7.5 - 18% 29 - 76 6,435,635
Laundry Equipment Dealer 1 9.5% 40 172,160
Financial Services 1 14% 108 252,781
Black Car Service (real property) 2 10.5 - 11% 48 412,524
Auto Sales 5 11 - 13% 12 - 96 571,515
Movie Theater 1 16% 108 169,478
Retirement home 3 13.5 - 14.5% 84 - 120 440,141
Commercial construction 3 13 - 16% 48 - 63 676,139
Telecommunications 1 12% 42 154,866
Leather Goods 1 16% 53 190,000
Beverage distributor 1 14.5% 163 194,488
Marina 1 14.5% 45 192,007
Construction supplies 1 13% 43 125,000
Plumbing & heating supplies 1 14% 106 143,559
Recycling 1 14.5% 48 150,000
Real Estate 1 13.5% 54 138,236
Florist 1 7.25% 118 395,508
Food Market 2 12 - 16% 82 - 120 198,890
Debt Collection 1 17.5% 35 500,000
Housing renovator 1 15.00% 12 82,000
-----------
Total Loans Receivable 55,029,831
Less: Allowance for loan losses (238,500)
-----------
Loans Receivable, net $54,791,331
===========
11
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - Organization and Summary of Significant Accounting Policies
Organization and Principal Business Activity
Ameritrans Capital Corporation ("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 prior to
December 16, 1999 were those of Elk. In the accompanying financial
statements, the capital structure and earnings per share of Elk has been
retroactively restated to reflect the share exchange as if it occurred at
the beginning of the periods presented.
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, makes loans to taxi owners, to finance the acquisition and operation
of the medallion taxi businesses and related assets, and to other small
businesses in the New York City, Chicago, Miami, and Boston markets.
Basis of Consolidation
The consolidated financial statements include the accounts of Ameritrans,
Elk and EAF Holding Corporation ("EAF"), a wholly owned subsidiary of Elk,
collectively referred to as the "Company". 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.
Ameritrans organized another subsidiary on June 8, 1998, Elk Capital
Corporation ("Elk Capital"), which will engage in similar lending and
investment activities. Since inception, Elk Capital had no operations and
activities.
Loan Valuations
The Company's loans are recorded at fair value. 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 Company and 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 and no loans have been recorded above cost.
12
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - Organization and Summary of Significant Accounting Policies, continued
Loan Valuations, continued
The unrealized depreciation has generally been caused by specific events
related to credit risk. Loans are placed on nonaccrual status once they
become 180 days past due as to principal or interest. In addition, loans
that are not fully collateralized and in the process of collection are
placed on nonaccrual status when, in the judgment of management, the
ultimate collectibility of interest and principal is doubtful.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all
short-term investments with an original maturity of three months or less
to be cash equivalents.
The Company has cash balances in banks in excess of the maximum amount
insured by the FDIC as of June 30, 2002 and 2001.
Income Taxes
Ameritrans and Elk have 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 2002, the Company intends to make the required distributions to
its stockholders in accordance with applicable tax rules.
Depreciation and Amortization
Depreciation and amortization of furniture, fixtures and leasehold
improvements is computed on the straight-line method at rates adequate to
allocate the cost of applicable assets over their expected useful lives.
Net Income per Share
During the year ended June 30, 1998, the Company adopted the provision of
SFAS No. 128, "Earnings per Share". SFAS No. 128 eliminates the
presentation of primary and fully dilutive earnings per share ("EPS") and
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
2002, 2001 and 2000 as inclusion is anti-dilutive.
13
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - Organization and Summary of Significant Accounting Policies, continued
Loan Costs
Loan costs are included in prepaid expenses and other assets. Amortization
of loan costs is computed on the straight-line method over ten (10) years.
At June 30, 2002 and 2001, loan costs and commitment fees amounted to
$163,812 and $80,421, respectively, net of accumulated amortization of
$200,169 and $163,560, respectively. Amortization expense for the years
ended June 30, 2002 and 2001 and 2000 was $36,609, $24,455 and $24,455
respectively.
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.
Use of Estimates in the Financial Statements
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 loans receivable and the fair value of financial
instruments.
Comprehensive Income
During the year ended June 30, 1999, the Company adopted SFAS No. 130,
"Reporting Comprehensive Income". SFAS 130 requires the reporting of
comprehensive income in addition to net income from operations.
Comprehensive income is a more inclusive financial reporting methodology
that includes disclosure of certain financial information that
historically has not been recognized in the calculation of net income.
Stock-Based Compensation
In October 1995, SFAS No. 123, "Accounting for Stock-Based Compensation"
was issued. SFAS 123 prescribes accounting and reporting standards for all
stock-based compensation plans, including employee stock options,
restricted stock, employee stock purchase plans and stock appreciation
rights. SFAS 123 requires compensation expense to be recorded (i) using
the new fair value method or (ii) using the existing accounting rules
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25") and related interpretations with pro
forma disclosure of what net income and earnings per share would have been
had the Company adopted the new fair value method. The Company intends to
continue to account for its stock based compensation plans in accordance
with the provisions of APB 25.
14
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - Organization and Summary of Significant Accounting Policies, continued
Business Segment
During the year ended June 30, 1999, the Company adopted SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information",
which supersedes SFAS No. 14, "Financial Reporting for Segments of A
Business Enterprise". SFAS No. 131 establishes standards for the way that
public enterprises report information about operating segments in annual
financial statements and requires reporting of selected information about
operating segments in interim financial statements regarding products and
services, geographic areas and major customers. SFAS No. 131 defines
operating segments as components of an enterprise about which separate
financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and
in assessing performance. The Company has determined that under SFAS No.
131, it operates in one segment of financing services. The Company's
customers and operations are within the United States.
Accounting for Derivatives and Hedging Activities
The Company adopted the provisions of Statement of Financial Accounting
Standard ("SFAS") No. 133, "Accounting for Derivative Instruments and
Hedging Activities" on July 1, 2000. SFAS No. 133 requires that all
derivative instruments be reported on the balance sheet at their fair
values. For derivative instruments designed as cash flow hedges, the
effective portion of any hedge is reported in accumulated other
comprehensive income (loss) until it is recorded in earnings during the
same period in which the hedged item affects earnings. The ineffective
portion of all hedges is recognized in current period earnings. Changes in
the fair values of derivative instruments that are not designated as
hedges are recorded in current period earnings.
The adoption of SFAS 133 did not have material impact on the financial
statements of the Company.
New Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") has issued Statement No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets in
August 2001. Statement No. 144 changes the accounting for long-lived
assets to be held and used by eliminating the requirement to allocate
goodwill to long-lived assets to be tested for impairment, by providing a
probability weighted cash flow estimation approach to deal with situations
in which alternative courses of action to recover the carrying amount of
possible future cash flows and by establishing a primary-asset approach to
determine the cash flow estimation period for a group of assets and
liabilities that represents the unit of accounting for long-lived assets
to be held and used. Statement No. 144 changes the accounting for
long-lived assets to be disposed of other than by sale by requiring that
the depreciable life of a long-lived asset to be abandoned be revised to
reflect a shortened useful life and by requiring that an impairment loss
to be recognized at the date a long-lived asset is exchanged for a similar
productive asset or distributed to owners in spin-off if the carrying
amount of the asset exceeds its fair value.
15
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - Organization and Summary of Significant Accounting Policies, continued
New Accounting Pronouncements, continued
Statement No. 144 changes the accounting for long-lived assets to be
disposed of by sale by requiring that discounted operations no longer be
recognized on a net realizable value basis (but at the lower of carrying
amount or fair value less costs to sell), by eliminating the recognition
of future operating losses of discounted components before they occur and
by broadening the presentation of discontinued operations in the income
statement to include a component of any entity rather than a segment of a
business. A component of an entity comprises operations and cash flows
that can be clearly distinguished, operationally, and for financial
reporting purposes, from the rest of the entity. The effective date for
Statement No. 144 is for fiscal years beginning after December 15, 2001.
The Company expects that the adoption of the new statement will not have a
significant impact on its financial statement. It is not possible to
quantify the impact until the newly issued statement has been studied.
In December 1999, the Securities and Exchange Commission ("SEC") staff
released Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in
Financial Statements. SAB No. 101 provides interpretive guidance on the
recognition, presentation and disclosure of revenue in the financial
statements. SAB No. 101 was adopted by the Company during the fourth
quarter of fiscal 2001, and did not have a material impact on the
Company's financial statements.
In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 141 ("SFAS No. 141"), "Business Combinations". SFAS No. 141 requires
the purchase method of accounting for business combinations initiated
after June 30, 2001 and eliminates the pooling-of-interests method. The
Company does not believe that the adoption of SFAS No. 141 will have a
significant impact on its financial statements.
In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 142 ("SFAS No. 142"), "Goodwill and Other Intangible Assets", SFAS No.
142 requires, among other things, the discontinuance of goodwill
amortization. In addition, the standard includes provisions for the
reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported
goodwill and the identification of reporting units for purposes of
assessing potential future impairment of goodwill. The Company is required
to adopt SFAS No. 142 in fiscal 2003. The Company expects that the
adoption of SFAS No. 142 will not have a significant impact on its
financial statements.
16
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - Organization and Summary of Significant Accounting Policies, continued
New Accounting Pronouncements, continued
In July 2001, the staff of SEC released SAB 102, "Selected Loan Loss
Allowance Methodology and Documentation Issues" ("SAB 102"), to provide
guidance on the development, documentation and application of a systematic
methodology as required by Financial Reporting Release No. 28 for
determining allowances for loan and lease losses in accordance with
generally accepted accounting principles. The Company does not expect that
SAB 102 will have a material effect on its operations.
On April 30, 2002 the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections". SFAS No. 145 eliminates the requirement that gains
and losses from the extinguishment of debt be aggregated and, if material,
classified as an extraordinary item, net of the related income tax effect
and eliminates an inconsistency between the accounting for sale- leaseback
transactions and certain lease modifications that have economic effects
that are similar to sale-leaseback transactions. Generally, SFAS No. 145
is effective for transactions occurring after May 15, 2002. The Company
does not expect that the adoption of SFAS No. 145 will have a material
effect on its operations.
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities" ("SFAS 146"), provides guidance on the recognition and
measurement of liabilities for cost associated with exit or disposal
activities. The provisions of this Statement are effective for exit or
disposal activities that are initiated after December 31, 2002. The
Company does not expect that the adoption of SFAS No. 146 will have a
material effect on its operations.
NOTE 2 - Assets Acquired in Satisfaction of Loans
Receivables from debtors on sales of assets acquired in satisfaction of
loans represent loans to borrowers arising out of the sales of defaulted
assets. Pursuant to an SBA regulation, these loans are presented
separately in the accompanying consolidated balance sheets.
Assets acquired in satisfaction of loans consist of the following as of
June 30, 2002 and 2001
Assigned
Mortgage and
Real Estate Radio Cars Artwork Note Equipment Total
-----------------------------------------------------------------------------
BALANCE, July 1, 2000 $ 190,935 $ 21,241 $38,250 $358,680 $ -- $ 609,106
Additions 287,500 -- -- 57,449 -- 344,949
Sales -- (21,241) -- -- -- (21,241)
--------- -------- ------- -------- -------- -----------
BALANCE, June 30, 2001 478,435 -- 38,250 416,129 -- 932,814
Additions -- -- -- 240,310 125,899 360,209
Sales (190,935) -- -- -- -- (190,935)
--------- -------- ------- -------- -------- -----------
BALANCE, June 30, 2002 $ 287,500 $ -- $38,250 $656,439 $125,899 $ 1,108,088
========= ======== ======= ======== ======== ===========
17
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 3 - Loans Receivable
All loans on nonaccrual status have been classified as nonperforming. The
Company recognizes interest income on a cash basis on these loans if the
principal is fully secured. However, where there is doubt regarding the
ultimate collectibility of the loan principal, cash receipts, whether
designated as principal or interest, are applied to reduce the carrying
value of the loan. The Company has loans totaling approximately $4,637,000
and $2,973,000 at June 30, 2002 and 2001 respectively, which are still
accruing interest but are not performing according to the terms of the
contract. At June 30, 2002 and 2001 approximately $1,333,000 and
$2,973,000, respectively, of these loans were fully collateralized as to
principal and interest. At June 30, 2002 and 2001 approximately $3,304,000
and $-0- were partially collateralized as to principal and interest.
Interest receivable at June 30, 2002 and 2001 totaled approximately
$487,000 and $38,000 respectively, for such loans.
The following table sets forth certain information concerning
nonperforming loans as of June 30, 2002 and 2001:
2002 2001
---------- ----------
Nonperforming loans with unrealized depreciation $ -- $ 409,067
Nonperforming loans without unrealized depreciation 5,009,250 2,774,238
---------- ----------
Total Nonperforming Loans $5,009,250 $3,183,305
========== ==========
Unrealized depreciation for nonperforming loans $ -- $ 80,000
========== ==========
Average balance of nonperforming loans $4,096,277 $2,273,154
========== ==========
Changes in the unrealized depreciation on interest receivable and loans
receivable are summarized as follows:
Unrealized
depreciation on Unrealized
interest depreciation on
receivable loans receivable
--------------- ----------------
BALANCE, July 1, 2000 $ -- $ 380,000
Decreases, net -- (61,500)
---------- ----------
BALANCE, June 30, 2001 -- 318,500
Increase, net 206,272 --
Decreases, net -- (80,000)
---------- ----------
BALANCE, June 30, 2002 $ 206,272 $ 238,500
========== ==========
18
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 4 - Equity Securities
Equity securities consist of the following as of June 30, 2002 and 2001:
Chicago Miami Dry
Taxicab Taxicab Cleaner Telecommunications Cosmetics
Medallions Medallions Company and Technology Company Total
------------------------------------------------------------------------------
BALANCE, July 1, 2000 $ 173,283 $ 144,115 $14,000 $ 300,576 -- $ 631,974
Purchase of securities -- -- -- 63,224 -- 63,224
Sale of securities (109,317) (25,603) -- -- -- (134,920)
Unrealized loss on equity
securities arising during the
period (4,852) -- -- -- -- (4,852)
Reclassification adjustment for
gains included in net income -- (118,512) -- -- -- (118,512)
--------- --------- ------- --------- -------- ---------
BALANCE, June 30, 2001 59,114 -- 14,000 363,800 -- 436,914
--------- --------- ------- --------- -------- ---------
Purchase of securities -- -- -- -- 50,025 50,025
Unrealized loss on equity
securities arising during the
period (274) -- -- (11,655) (31,683) (43,612)
--------- --------- ------- --------- -------- ---------
BALANCE, June 30, 2002 $ 58,840 $ -- $14,000 $ 352,145 $ 18,342 $ 443,327
========= ========= ======= ========= ======== =========
At June 30, 2002, the fair value of the Chicago taxicab medallions,
telecommunications company and cosmetics company were decreased resulting
in unrealized loss. At June 30, 2001 the fair value of Chicago taxicab
medallions also decreased which resulted in an unrealized loss. The
Company uses the specific identification method to calculate gains and
losses on the sales of equity securities.
NOTE 5 - Debentures Payable to SBA
At June 30, 2002 and 2001 debentures payable to the SBA consist of
subordinated debentures with interest payable semiannually, as follows:
2002 2001
Current Effective Principal Principal
Issue Date Due Date Interest Rate Amount Amount
- --------------------------------------------------------------------------------
September 1993 September 2003 6.12(1) $1,500,000 $1,500,000
September 1993 September 2003 6.12 2,220,000 2,220,000
September 1994 September 2004 8.20(4) 2,690,000 2,690,000
December 1995 December 2005 6.54(3) 1,020,000
June 1996 June 2006 7.71 1,020,000 1,020,000
March 1997 March 2007 7.38(2) 430,000 430,000
---------- ----------
$7,860,000 $8,880,000
========== ==========
(1) Interest rate was 3.12% from inception through September 1998
(2) The Company is also required to pay an additional annual user fee of 1% on
this debenture
(3) The loan was prepaid in full during June 30, 2002.
(4) See Note 16
19
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 5 - Debentures Payable to SBA, continued
Under the terms of the subordinated debentures, the Company 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. (See Note 16)
SBA Commitment
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 by the Company on or prior to September 30, 2006.
A 2% leverage fee will be deducted pro rata as the commitment proceeds are
drawn down, of which a $120,000 non-refundable fee has been paid by the
Company.
NOTE 6 - Notes Payable to Banks
At June 30, 2002 and 2001 the Company had loan agreements with three (3)
banks for lines of credit aggregating $40,000,000. At June 30, 2002 and
2001, the Company had $33,720,000 and $35,550,000 respectively,
outstanding under these lines. The loans, which mature through November
30, 2002, bear interest based on the Company's choice of the lower of
either the reserve adjusted LIBOR rate plus 150 basis points or the banks'
prime rates minus 1/2 % plus certain fees. Upon maturity, the Company
anticipates extending the lines of credit for another year, as has been
the practice in previous years. Pursuant to the terms of the agreements
the Company is required to comply with certain terms, covenants and
conditions. The Company pledged its loans receivable and other assets as
collateral for the above lines of credit.
NOTE 7 - Preferred Stock
Ameritrans had 1,000,000 shares of "blank check" preferred shares
authorized of which 500,000 shares were designated as 9 3/8% cumulative
participating preferred stock $.01 par value, $12.00 face value. Therefore
as of June 30, 2002 there are 500,000 shares of "blank check" preferred
shares authorized of which none are issued and outstanding.
Pursuant to the April 24, 2002 stock offering (See Note 9) Ameritrans has
500,000 shares of 9 3/8% cumulative participating preferred stock $.01 par
value, $12.00 face value of which 300,000 shares are issued and
outstanding as of June 30, 2002. These preferred shares are redeemable at
the option of the Company at the face value plus a range of 10% to -0-% of
face value through April 2007.
20
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 8 - Common Stock
Ameritrans has 5,000,000 authorized common shares, $0.0001 par value, of
which 1,745,600 shares were issued and outstanding after the shares
exchange with Elk (see Note 1) as of June 30, 2001.
Pursuant to the April 24, 2002 stock offering (See Note 9) Ameritrans
issued an additional 300,000 shares of common stock.
Pursuant to a foreclosure agreement with a borrower, Elk obtained 10,000
shares of Ameritrans common stock, which had previously been pledged by
the borrower as collateral. At June 30, 2002 these shares are recorded as
treasury stock at cost, which was the approximate market value of the
shares at the foreclosure date.
NOTE 9 - Stock Offering
On April 24, 2002 the Company completed a public offering of 300,000
units, each unit consisting of one share of Common Stock, one share of 9
3/8% cumulative participating preferred stock, face value $12.00, and one
redeemable Warrant exercisable into one share of Common Stock. Each
Warrant entitles the holder to purchase one share of Common Stock at an
exercise price of $6.70, subject to adjustment, until April 2007. The
Warrants may be redeemed by the Company under certain conditions. The
gross proceeds from the sale was $5,700,000 less costs and commissions of
$1,704,399 resulting in net proceeds of $3,995,601. The underwriter had
the option to increase this offering by 45,000 units to cover
over-allotments through June 2, 2002. This over-allotment option was not
exercised. The underwriter earned the right in exchange for $2,500 to
purchase up to 30,000 units, each unit consisting of one share of common
stock, one share of 9 3/8% participating preferred stock (face value
$12.00) and one warrant to purchase one share of common stock at an
exercise price of $8.40. These units are exercisable over a five year
period commencing April 18, 2003 at an exercise price of $21.45 per unit.
NOTE 10 - Income Taxes
The provision for income tax expense for the years ended June 30, 2002,
2001 and 2000 consists of the following:
2002 2001 2000
----------------------------------
Federal $1,067 $ 2,562 $ 986
State and City 7,787 5,334 12,585
------ ------- -------
$8,854 $ 7,896 $13,571
====== ======= =======
21
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 10 - Income Taxes, continued
The above provision represents income taxes incurred on undistributed
income for the respective years.
NOTE 11 - Related Party Transactions
Related Party Transactions
The Company paid $63,733, $28,865 and $63,688 to a related law firm for
the years June 30, 2002, 2001 and 2000, respectively, for the services
provided. The Company generally charges its borrowers loan origination
fees to generate income to offset expenses incurred by the Company for
legal fees paid by the Company for loan closing services.
During the years ended June 30, 2001 and 2000, the Company rented office
space on a month-to-month basis from an affiliated entity without a formal
lease agreement. On July 1, 2001 the Company entered into a sublease
agreement with this affiliated entity with rental payments of $3,292 per
month plus expense, which expires April 30, 2004. As made part of this
agreement the affiliated entity, at the Company's request, rented an
additional 1,800 square feet of office space contiguous with the Company's
offices. Until the Company requires the additional space, the affiliated
entity sublets the additional space to outside tenants. In the event all
or a portion of the additional space is vacant, The Company has agreed to
reimburse the affiliated entity for any additional rent due up to a
maximum of $58,000 per year. During the year ended June 30, 2002 the
Company paid the affiliated entity approximately $7,000 relating to this
additional space. Rent expense amounted to $44,965, $39,600, and $39,600
for the years ended June 30, 2002, 2001 and 2000, respectively.
The Company also shares overhead costs and reimburses for office and
salary expenses from this affiliated entity. As made part of the sublease
agreement with the affiliated entity, overhead cost payments will be a
minimum of $7,333 per month expiring April 30, 2004. Overhead costs and
reimbursed office and salary expenses amounted to $98,925, $91,301 and
$88,186 for the years ended June 30, 2002, 2001 and 2000, respectively.
NOTE 12 - Commitments and Contingencies
Interest Rate Swap
On January 10, 2000, the Company entered into a $5,000,000 interest rate
Swap transaction with a bank which expired on October 8, 2001. On June 11,
2001, the Company entered into an additional interest rate swap
transaction with the same bank for $10,000,000 which expired on June 11,
2002. On June 11, 2001, the Company entered into another interest rate
swap transaction for $15,000,000 with this bank expiring June 11,2003.
These Swap transactions were entered into to protect the Company from an
upward movement in interest rates relating to outstanding bank debt (see
Note 6 for terms and effective interest rates). These Swap transactions
call for a fixed rate of 4.95%, 4.35% and 4.95%, respectively for the
Company and if the floating one month LIBOR rate is below the fixed rate
then the Company 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 the Company for the differences in rates. The effective
fixed costs on the outstanding bank debt that was swapped including the
150 basis points was 6.45%, 5.85% and 6.45%, respectively.
22
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 12 - Commitments and Contingencies, continued
Loan Commitments
At June 30, 2002 and 2001, the Company had commitments to make loans
totaling approximately $1,515,297 and $547,500, respectively, at interest
rates ranging from 10% to 17.5%.
Employment Agreements
During November 2001, the Company entered into an employment agreement
with an executive effective as of July 1, 2001, whereby the Company would
pay a minimum of $240,000 plus a discretionary bonus and annual increases.
This employment agreement terminates on July 1, 2006 but will be
automatically renewed for an additional five (5) years unless either the
Company or the executive gives notice of non-renewal. During November
2001, the Company also entered into a consulting agreement with this
executive as of July 1, 2001, whereby based on early termination of the
employment agreement the Company would pay a consulting fee for the term
of the consulting agreement of a minimum of one-half of the executive's
base salary in effect at the termination date of the employment agreement.
During November 2001 and January 2002, the Company entered into employment
agreements with five executives, whereby the Company would pay a minimum
aggregate of $372,800 per annum plus a discretionary bonus and annual
increases. These employment agreements terminate through January 1, 2007,
but will be automatically renewed for an additional five (5) years unless
either the Company or the executives gives notice of non-renewal.
NOTE 13 - Defined Contribution Plan
On April 15, 1996, the Company adopted a simplified employee pension plan
covering all eligible employees of the Company. Contributions to the plan
are at the discretion of the Board of Directors. During the years ended
June 30, 2002, 2001 and 2000, contributions amounted to $79,484, $77,289
and $72,463, respectively.
NOTE 14 - Stock Option Plans
Employee Incentive Stock Option Plan
During September 1998, Elk adopted an employee incentive stock option
plan, an aggregate of 125,000 shares of Common Stock were authorized for
issuance under the plan. Subsequently Ameritrans adopted an employee stock
option plan which is substantially identical to and successor to the Elk
plan. During January 2002, the plan was amended to increase the shares of
common stock authorized for issuance to an aggregate of 200,000 shares.
The plan provides that options may be granted to attract and retain key
employees of the Company. Options granted under the plan are exercisable
for periods ranging from five to ten years.
23
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 14 - Stock Option Plans, continued
Employee Incentive Stock Option Plan, continued
In addition, the option price will be at least market value or at least
110% of market value of the Common Stock on the grant date for employees
and stockholders who own more than 5% of the common stock, respectively.
In January 1999, the Company granted 100,000 options to certain key
employees at an exercise price ranging from $8.875 to $9.7625 per share.
There were no options granted during the years ended June 30, 2002 or
2001.
Non-Employee Directors Stock Option Plan
On August 31, 1999, the SEC approved a Non-Employee Directors Stock Option
Plan with an aggregate of 75,000 options authorized for issuance. During
January 2002, the Board of Directors and shareholders approved an
amendment to the plan to increase the aggregate of options authorized for
issuance to 125,000 and to provide for the automatic grants of options
upon re-election of eligible directors. This amendment to the plan is
subject to SEC approval. The plan provides that options may be granted to
attract and retain qualified persons to serve as directors of the Company.
Options granted under this plan are exercisable twelve months from the
date of grant and expire five years from the date of grant. In addition,
the option price will not be less than the market value of the Common
Stock on the grant date. On August 31, 1999, the Company granted 22,224
options to four directors at an exercise price of $9.00 per share. During
the year ended June 30, 2002, 11,112 of these options were subsequently
terminated. In January 2000, the Company granted an additional 11,112
options to two directors at an exercise price of $9.00 per share. There
were no additional options granted for the years ended June 30, 2002 or
2001.
Activities under these plans are as follows:
Weighted Average
Number of Weighted Average Remaining Life
Options Exercise Price Contractual
---------------------------------------------
BALANCE - July 1, 2000 133,336 $9.11 6.3
BALANCE - June 30, 2001 133,336 $9.11 5.3
Options forfeited (11,112) $9.00 --
-------- ----- -----
BALANCE - June 30, 2002 122,224 $9.12 4.3
======== ===== =====
Exercisable - June 30, 2002 122,224 $9.12 4.3
======== ===== =====
Pro forma information regarding net income and earnings per share is
required by SFAS 123, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of
SFAS 123. The fair market value for these options was estimated at the
date of grant using a Black-Scholes option-pricing model with the
following weighted-average assumptions for the year ended June 30, 2000
Assumptions
--------------------------------------------------------------------------
Risk-free rate 5.23% - 6.18%
Dividend yield 7.5%
Volatility factor of the expected market price
of the Company's common stock 0.72
Average life 5 years
24
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 14 - Stock Option Plans, continued
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options, which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because the Company's employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of
the fair value of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the vesting period of the options.
There is no pro forma net income effect for the years ended June 30, 2002,
2001 and 2000.
NOTE 15 - Other Matters
Terminated Merger Costs
On January 31, 2001 the proposed agreement and plan of merger (the "Merger
Agreement") between the Company and Medallion Financial Corp. was
terminated by the Company because the parties were unable to reach
mutually agreeable terms for an extension of the closing date. Merger
costs incurred by the Company in the amount of $413,186 have been recorded
as an expense for the year ended June 30, 2001.
Terminating Offering Costs
Based on the proposed merger with Medallion Financial Corp., the Company
had at that time determined not to pursue and therefore expensed as of May
4, 2000, deferred offering costs incurred by the Company in relation to a
proposed public offering in the amount of $256,087 for the year ended June
30, 2000.
Recapitalization Costs
In connection with the share for share exchange between Elk and Ameritrans
on December 16, 1999 (see note 1), recapitalization costs incurred by the
Company in the amount of $423,045 have been recorded as an expense for the
year ended June 30, 2000.
Fair Value of Financial Instruments
The following disclosures represent the Company's best estimate of the
fair value of financial instruments, determined on a basis consistent with
requirements of SFAS No. 107, "Disclosure about Fair Value of Financial
Instruments".
25
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 15 - Fair Value of Financial Instruments, continued
The estimated fair values of the Company's financial instruments are
derived using estimation techniques based on various subjective factors
including discount rates. Such estimates may not necessarily be indicative
of the net realizable or liquidation values of these instruments. Fair
values typically fluctuate in response to changes in market or credit
conditions. Additionally, valuations are presented as of a specific point
in time and may not be relevant in relation to the future earnings
potential of the Company. Accordingly, the estimates presented herein are
not necessarily indicative of the amounts the Company will realize in a
current market exchange. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair
value amounts.
Loans Receivable - Loans receivable are recorded at their estimated fair
value.
Equity Securities - The Company's equity securities consist of investments
in corporations who own and operate Chicago taxicab medallions (13%), a
dry cleaner (3%), a cosmetic company (4%), and a Telecommunications
Company (80%) (see Note 4).
Debentures Payable to Small Business Administration - The fair value of
debentures as of June 30, 2002 and 2001 were approximately $7,542,924 and
$8,780,791, respectively, and were estimated by discounting the expected
future cash flows using the current rate at which the SBA has extended
similar debentures to the Company (see Note 5).
The fair value of financial instruments that are short-term or reprice
frequently and have a history of negligible credit losses is considered to
approximate their carrying value. Those instruments include balances
recorded in the following captions:
ASSETS LIABILITIES
--------------------------------------------------------------------------
Cash Notes payable, banks
Accrued interest receivable Accrued interest payable
Assets acquired in satisfaction of loans
Receivables from debtors on sales of
assets acquired in satisfaction of loans
NOTE 16 - Subsequent Events
During September 2002, a debenture payable to SBA in the amount of
$2,690,000 with an 8.2% interest rate, expiring September 2004 was prepaid
along with all accrued interest.
During July 2002, a new debenture payable to SBA was drawn from the
reserved pool of $12,000,000 in the amount of $2,050,000 with an interim
interest rate of 2.351%. The fixed rate of 4.67% was determined on the
pooling date of September 25, 2002. In addition to the fixed rate, there
is an additional annual SBA user fee of 0.88% per annum that will also be
charged making the rate 5.55% before applicable amortization of points and
fees.
On September 26, 2002 Company's Board of Directors declared a dividend of
$0.06 per share of Common Stock for the fourth quarter of 2002, and an
estimated dividend for the first quarter of 2003 of $0.11 per share of
Common Stock or an aggregate of $347,752. The dividend is payable on
October 16, 2002 to stockholders of record on October 7, 2002.
The Company's Board of Directors declared a dividend of $0.28125 per share
or $84,375 on September 20, 2002 on the Participating Preferred Stock for
the period July 1, 2002 through September 30, 2002 payable on October 7,
2002 for all holders of the Participating Preferred stock of record as of
September 30, 2002.
26
AMERITRANS CAPITAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 17 - Quarterly Financial Data (Unaudited)
For the Year Ended June 30, 2001
First Quarter Second Quarter Third Quarter Fourth Quarter
- --------------------------------------------------------------------------------------------------------
Investment income ................ $1,624,328 $1,598,210 $1,729,567 $1,487,687
Operating income ................. 89,842 307,464 323,115 138,533
Income before taxes .............. 89,842 319,594 19,435 153,534
Net Income ....................... 87,751 314,245 16,783 155,730
Net income per common share
Basic .......................... 0.05 0.18 .01 .09
Diluted ........................ 0.05 0.18 .01 .09
For the Year Ended June 30, 2002
First Quarter Second Quarter Third Quarter Fourth Quarter
------------------------------------------------------------------------------------------------
Investment income $1,525,331 $1,473,801 $1,638,307 $1,632,280
Operating income 321,422 323,075 220,697 179,856
Income before taxes 322,622 323,075 222,197 179,856
Net income 321,552 323,075 215,671 178,598
Net income per common share
Basic 0.18 0.19 0.12 0.05
Diluted 0.18 0.19 0.12 0.05
27
EXHIBIT INDEX
Exhibit
Number Exhibit
- -------- -------
2.1 Agreement and Plan of Merger dated as of May 4, 2000 by and among
Medallion Financial Corp., AMTC Merger Corp., and Ameritrans Capital
Corporation.(1)
2.2 Amendment No. 8 dated as of August 29, 2000 to the Agreement and Plan
of Merger dated as of May 4, 2000 by and among Medallion Financial
Corp., AMTC Merger Corp., and Ameritrans Capital Corporation.(2)
3(i) Certificate of Incorporation(3)
3(ii) By-laws(3)
4 Form of subordinated debentures issued to the U.S. Small Business
Administration ("SBA") by Elk Associates Funding Corporation ("Elk") -
Debenture issued March 26, 1997 - principal amount - $430,000;
Maturity Date - March 1, 2007; Stated Interest Rate - 7.38%.
The following debentures are omitted pursuant to Rule 483:
a. Debenture issued September 22, 1993 - principal amount -
$1,500,000; Maturity Date - September 1, 2003;
Stated Interest Rate - 6.12%.
b. Debenture issued September 22, 1993 - principal amount -
$2,220,000; Maturity Date - September 1, 2003;
Stated Interest Rate - 6.12%.
c. Debenture issued September 28, 1994 - principal amount -
$2,690,000; Maturity Date - September 1, 2004;
Stated Interest Rate - 8.20%.
d. Debenture issued December 14, 1995 - principal amount - $1,020,000;
Maturity Date - December 1, 2005; Stated Interest Rate - 6.54%.
e. Debenture issued June 26, 1996 - principal amount - $1,020,000;
Maturity Date - June 1, 2006; Stated Interest Rate - 7.71%.
10.1 Security Agreement between Elk and the SBA, dated September 9,
1993.(5)
10.3 1999 Employee Stock Option Plan.(4)
10.4 Non-Employee Director Stock Option Plan.(4)
10.5 Custodian Agreement among Elk; Bank Leumi Trust Company of New York
("Leumi"), Israel Discount Bank of New York ("IDB"), Bank Hapoalim
B.M. ("Hapoalim") and Extebank; the SBA, and IDB as Custodian; dated
September 9, 1993 (the "Custodian Agreement").(5)
10.6 Agreements between Elk and the SBA.
a. Agreement dated September 9, 1993.(5)
b. Agreement dated February 7, 1997.(5)
10.7 Intercreditor Agreement among Elk, Leumi, IDB, Hapoalim, Extebank and
the SBA, dated September 9,1993 (the "Intercreditor Agreement").(5)
10.8 Amendments to the Custodian and Intercreditor Agreements.
a. Amendment removing Hapoalim and Extebank and adding European
American Bank ("EAB"), dated September 28, 1994.(5)
b. Form of Amendment adding bank:
i. Amendment adding United Mizrahi Bank and Trust Company
("UMB"), dated June, 1995 was previously filed.
ii. Amendment adding Sterling National Bank and Trust Company of
New York ("Sterling"), dated April, 1996 - omitted pursuant
to Rule 483.
10.9 Bank Intercreditor Agreement among Elk, Leumi, IDB, Hapoalim and
Extebank, dated September 9, 1993 (the "Bank Intercreditor
Agreement").(5)
10.10 Amendments to the Bank Intercreditor Agreement.
a. Amendment removing Hapoalim and Extebank and adding European
American Bank ("EAB"), dated September 28, 1994.
b. Form of Amendment adding bank:
i. Amendment adding UMB, dated June, 1995 was previously filed.
ii. Amendment adding Sterling, dated April, 1996 - omitted
pursuant to Rule 483.
10.11 Grid Demand Promissory Note dated August 27, 1999 between Ameritrans
and Israel Discount Bank of New York.(6)
10.12 Promissory Note dated December 15, 2000 between Ameritrans and Bank
Leumi USA and Letter Agreement of even date between aforementioned
parties.(7)
10.13 Master Note dated October 4, 1999 between Ameritrans and European
American Bank.(6)
10.14 Form of indemnity agreement between Ameritrans and each of its
directors and officers.(3)
10.15. Employment Agreement dated as of July 1, 2001 between Ameritrans and
Gary Granoff.(8)
10.16 Consulting Agreement dated as of July 1, 2001 between Ameritrans and
Gary Granoff.(8)
10.17 Employment Agreement dated as of October 1, 2001 between Ameritrans
and Ellen Walker.(8)
10.18 Employment Agreement dated as of January 1, 2002 between Ameritrans
and Silvia Mullens.(8)
10.19 Employment Agreement dated as of January 1, 2002 between Ameritrans
and Margaret Chance.(8)
21.1 List of Subsidiaries of Ameritrans.
99.1 Certification pursuant to 18 USC Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
- -------------
(1) Incorporated by reference from the Registrant's Current Report on 8-K (Item
V) (File No. 333-63951) filed on May 12, 2000.
(2) Incorporated by reference from the Registrant's Current Report on 8-K (Item
V) (File No. 333-63951) filed on September 6, 2000.
(3) Incorporated by reference from the Registrant's Registration Statement on
Form N-14 (File No. 333-63951) filed September 22, 1998.
(4) Incorporated by reference from the first amendment to the Registrant's
Registration Statement on Form N-14 (File No. 333-63951), filed October 20,
1999.
(5) Incorporated by reference from the Registrant's Registration Statement
filed on Form N-2 (File No. 333-82693) filed July 12, 1999.
(6) Incorporated by reference from the Registrant's 10-Q (File No. 811-08847)
filed February 14, 2001.
(7) Incorporated by reference from the Registrant's 10-Q (File No. 811-08847)
filed February 15, 2000.
(8) Incorporated by reference from the Registrant's 10-Q (File No. 811-08847)
filed February 14, 2002.