UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2015

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________________________________ to ________________________________

 

Commission File Number: 000-25991

 

MANHATTAN BRIDGE CAPITAL, INC.

(Exact name of registrant as specified in its charter)

 

New York	11-3474831
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

60 Cutter Mill Road, Great Neck, New York 11021

(Address of principal executive offices)

 

(516) 444-3400

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

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.               x Yes   ¨ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes  ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ¨ Yes   x No

 

As of October 29, 2015, the registrant had a total of 7,231,489 shares of Common Stock, $.001 par value per share, outstanding.

 

 

MANHATTAN BRIDGE CAPITAL, INC.

TABLE OF CONTENTS

 

		Page Number
Part I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (unaudited)
	Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	2
	Consolidated Statements of Operations for the Three and Nine Month Periods Ended September 30, 2015 and 2014	3
	Consolidated Statements of Cash Flows for the Nine Month Periods Ended September 30, 2015 and 2014	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	16
Part II	OTHER INFORMATION
Item 6.	Exhibits	16
SIGNATURES		17

 

Forward Looking Statements

 

This report contains forward-looking statements within the meaning of section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are typically identified by the words “believe,” “expect,” “intend,” “estimate” and similar expressions. Those statements appear in a number of places in this report and include statements regarding our intent, belief or current expectations or those of our directors or officers with respect to, among other things, trends affecting our financial condition and results of operations and our business and growth strategies. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those projected, expressed or implied in the forward-looking statements as a result of various factors (such factors are referred to herein as “Cautionary Statements”), including but not limited to the following: (i) we may not qualify as a REIT; (ii) we have no operating history as a REIT; (iii) our loan origination activities, revenues and profits are limited by available funds (iv)we operate in a highly competitive market and competition may limit our ability to originate loans with favorable interest rates; (v) our chief executive officer is critical to our business and our future success may depend on our ability to retain him; (vi) if we overestimate the yields on our loans or incorrectly value the collateral securing the loan, we may experience losses; (vii) we may be subject to “lender liability” claims; (viii) our loan portfolio is illiquid; (ix) our due diligence may not uncover all of a borrower’s liabilities or other risks to its business; (x) borrower concentration could lead to significant losses; (xi) our management has no experience managing a REIT; and (xii) we may choose to make distributions in our own stock, in which case you may be required to pay income taxes in excess of the cash dividends you receive. The accompanying information contained in this report, including the information set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, identifies important factors that could cause such differences. These forward-looking statements speak only as of the date of this report, and we caution potential investors not to place undue reliance on such statements. We undertake no obligation to update or revise any forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Cautionary Statements.

 

 

PART I.       FINANCIAL INFORMATION

 

Item 1.

CONSOLIDATED FINANCIAL STATEMENTS

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

		September 30, 2015				December 31, 2014
		(unaudited)				(audited)
Assets
Current assets:
Cash and cash equivalents		$	61,144			$	47,676
Short term loans receivable			15,633,990				19,138,426
Interest receivable on loans			322,582				213,766
Other current assets			54,370				26,995
Total current assets			16,072,086				19,426,863
Long term loans receivable			13,510,050				4,894,050
Property and equipment, net			17,636				19,088
Security deposit			6,816				6,816
Investment in privately held company			50,000				65,000
Deferred financing costs			116,399				32,500
Total assets		$	29,772,987			$	24,444,317
Liabilities and Stockholders’ Equity
Current liabilities:
Short term loans		$	1,095,620			$	2,469,465
Line of credit			10,098,083				7,700,000
Accounts payable and accrued expenses			89,591				163,622
Deferred origination fees			249,135				244,776
Total liabilities, all current			11,532,429				10,577,863
Commitments and contingencies
Stockholders’ equity:
Preferred shares - $.01 par value; 5,000,000 shares authorized; no shares issued			—				—
Common shares - $.001 par value; 25,000,000 authorized; 7,401,489 and 6,260,689 issued; 7,224,489 and 6,083,689 outstanding			7,401				6,260
Additional paid-in capital			18,395,326				14,116,183
Treasury stock, at cost – 177,000			(369,335	)			(369,335	)
Retained earnings			207,166				113,346
Total stockholders’ equity			18,240,558				13,866,454
Total liabilities and stockholders’ equity		$	29,772,987			$	24,444,317

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2015				2014				2015				2014
Interest income from loans		$	871,250			$	631,640			$	2,392,329			$	1,657,076
Origination fees			160,456				134,080				463,092				347,637
Total Revenue			1,031,706				765,720				2,855,421				2,004,713
Operating costs and expenses:
Interest and amortization of debt service costs			159,875				144,392				493,652				383,721
Referral fees			948				665				3,260				1,049
General and administrative expenses			229,873				202,822				696,464				554,631
Total operating costs and expenses			390,696				347,879				1,193,376				939,401
Income from operations			641,010				417,841				1,662,045				1,065,312
Other income (Note 4)			—				6,887				—				20,661
Loss on write-down of investment in privately held company (Note 5)			—				—				(15,000	)			—
Income before income tax (expense) benefit			641,010				424,728				1,647,045				1,085,973
Income tax (expense) benefit			(2,005	)			4,291				(2,005	)			(27,709	)
Net Income		$	639,005			$	429,019			$	1,645,040			$	1,058,264
Basic and diluted net income per common share outstanding:
—Basic		$	0.09			$	0.08			$	0.25			$	0.23
—Diluted		$	0.09			$	0.08			$	0.25			$	0.22
Weighted average number of common shares outstanding
—Basic			7,223,043				5,487,494				6,597,987				4,680,340
—Diluted			7,263,017				5,526,798				6,637,755				4,727,966

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

		Nine Months
		Ended September 30,
		2015				2014
Cash flows from operating activities:
Net Income		$	1,645,040			$	1,058,264
Adjustments to reconcile net income to net cash provided by operating activities -
Amortization of deferred financing costs			27,501				—
Depreciation			4,926				—
Non cash compensation expense			10,248				17,799
Loss on write-down of investment in privately held company (Note 5)			15,000				—
Changes in operating assets and liabilities:
Interest receivable on loans			(108,815	)			(21,850	)
Other current and non current assets			(27,377	)			(33,357	)
Accounts payable and accrued expenses			(74,031	)			(14,409	)
Deferred origination fees			4,360				149,550
Income taxes payable			—				(373,219	)
Net cash provided by operating activities			1,496,852				782,778
Cash flows from investing activities:
Issuance of short term loans			(15,346,500	)			(18,827,000	)
Collections received from loans			10,234,936				10,518,616
Purchase of fixed assets			(3,474	)			—
Net cash used in investing activities			(5,115,038	)			(8,308,384	)
Cash flows from financing activities:
Proceeds from loans and line of credit, net			1,024,238				2,650,000
Proceeds from public offering, net			4,237,199				4,288,765
Deferred financing costs			(111,400	)			—
Proceeds from exercise of stock options and warrants			32,838				55,230
Dividends paid			(1,551,221	)			(429,329	)
Net cash provided by financing activities			3,631,654				6,564,666
Net increase (decrease) in cash and cash equivalents			13,468				(960,940	)
Cash and cash equivalents, beginning of period			47,676				1,021,023
Cash and cash equivalents, end of period		$	61,144			$	60,083
Supplemental Cash Flow Information:
Taxes paid during the period		$	29			$	415,928
Interest paid during the period		$	423,650			$	383,721

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015

 

1.

THE COMPANY

 

The accompanying unaudited consolidated financial statements of Manhattan Bridge Capital, Inc. (“MBC”), a New York corporation, and its wholly-owned subsidiary DAG Funding Solutions, Inc. (“DAG Funding”) (collectively referred to herein as the “Company”) have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2014. Results of consolidated operations for the interim period are not necessarily indicative of the operating results to be attained in the entire fiscal year.

 

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual amounts could differ from those estimates.

 

The consolidated financial statements include the accounts of MBC and DAG Funding. All significant intercompany balances and transactions have been eliminated in consolidation.

 

The Company offers short-term, secured, non–banking loans to real estate investors (also known as hard money) to fund their acquisition and construction of properties located in the New York Metropolitan area.

 

The Company recognizes revenues in accordance with ASC 605, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery of the product has occurred or services have been rendered, (iii) the sales price charged is fixed or determinable, and (iv) collectability is reasonably assured.

 

Interest income from commercial loans is recognized, as earned, over the loan period.

 

Origination fee revenue on commercial loans is amortized over the term of the respective note.

 

Costs incurred in connection with the Company’s line of credit are being amortized over three years, using the straight-line method.

 

2.

RECENT TECHNICAL ACCOUNTING PRONOUNCEMENTS

 

In June 2014, the FASB issued ASU 2014-12, “Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force).” The ASU clarifies that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. Therefore, an entity would not record compensation expense (measured as of the grant date without taking into account the effect of the performance target) related to an award for which transfer to the employee is contingent on the entity’s satisfaction of a performance target until it becomes probable that the performance target will be met. No new disclosures are required under the ASU. The ASU is effective for all entities for reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

 

 

In August 2014, the FASB issued ASU 2014-14, “Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force).” The ASU address a practice issue related to the classification of certain foreclosed residential and nonresidential mortgage loans that are either fully or partially guaranteed under government programs. The ASU is effective for public entities for fiscal years beginning after December 15, 2014, and interim periods therein. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

 

In January 2015, the FASB issued ASU 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASU eliminates the separate presentation of extraordinary items but does not change the requirement to disclose material items that are unusual or infrequent in nature.  The ASU is effective for fiscal years beginning after December 15, 2015, as well as interim periods within those fiscal years. The ASU may be applied retrospectively to all prior periods presented in the financial statements, and early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

 

In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. Under the ASU, an entity presents debt issuance costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The ASU is effective for public entities for fiscal years beginning after December 15, 2015, and interim periods therein. For private companies and not-for-profit organizations, the ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

 

In May 2015, the FASB issued ASU 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (a consensus of the Emerging Issues Task Force)”. The ASU provides reporting entities with an option to measure the fair value of certain investments using net asset value instead of fair value. The ASU is effective for public entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

 

In August 2015, the FASB issued ASU 2015-15, “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting”. The ASU incorporates the SEC staff’s announcement that clarifies the exclusion of line-of-credit arrangements from the scope of ASU 2015-03. Therefore, debt issuance costs related to line-of-credit arrangements can be deferred and presented as an asset that is subsequently amortized over the time of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The ASU should be adopted concurrent with adoption of ASU 2015-03. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

 

 Management does not believe that any other recently issued, but not yet effected, accounting standards if currently adopted would have a material effect on the Company’s consolidated financial statements.

 

 

3.

COMMERCIAL LOANS

 

Short Term Loans Receivable

 

The Company offers short-term secured non–banking loans to real estate investors (also known as hard money) to fund their acquisition and construction of properties located in the New York Metropolitan area. The loans are principally secured by collateral consisting of real estate and, generally, accompanied by personal guarantees from the principals of the businesses. The loans are generally for a term of one year. The short term loans are initially recorded, and carried thereafter, in the financial statements at cost. Most of the loans provide for receipt of interest only during the term of the loan and a balloon payment at the end of the term. When a performing loan reaches its maturity and the borrower requests an extension we may extend the term of the loan beyond one year and reclassify it as part of long term loans receivable. Prior to granting an extension of any loan, we reevaluate the underlying collateral.

 

At September 30, 2015, we were committed to an additional $1,820,000 in construction loans that can be drawn by the borrower when certain conditions are met.

 

At September 30, 2015, no one entity has loans outstanding representing more than 10% of the total balance of the loans outstanding.

 

At September 30, 2015, four of the loans in the Company’s portfolio were jointly funded by the Company and unrelated entities, for aggregate loans of $2,270,000. The accompanying balance sheet includes the Company’s portion of the loans in the amount of $1,447,500.

 

Subsequent to the balance sheet date, $642,500 of the Company’s short term loans receivable outstanding at September 30, 2015 were paid off.

 

Long Term Loans Receivable

 

Long term loans receivable is comprised of the loans that were extended beyond the original maturity dates, unless it is clear that the loan will be paid back by September 30, 2016. At September 30, 2015, the Company’s loan portfolio consists of $15,633,990 short term loans receivable and $13,510,050 long term loans receivable.

 

At September 30, 2015, the Company’s long term loans receivable consists of loans in the amount of $179,050, $100,000, $350,000, $3,225,000 and $9,656,000, originally due in 2009, 2010, 2013, 2014 and earlier in 2015, respectively. In all instances the borrowers are currently paying their interest and, generally, the Company receives a fee in connection with the extension of the loans. Accordingly, at September 30, 2015, no loan impairments exist and there are no provisions for impairments of loans or recoveries thereof included in operations.

 

Credit Risk

 

Credit risk profile based on loan activity as of September 30, 2015 and 2014:

 

		Developers- Residential				Developers- Commercial				Developers Mixed Used				Other				Total outstanding loans
September 30, 2015		$	27,526,540			$	1,000,000			$	617,500			$	—			$	29,144,040
September 30, 2014		$	21,246,050			$	1,715,000			$	20,000			$	22,285			$	23,003,335

 

4.

INVESTMENT IN REAL ESTATE

 

Other income for the three and nine month periods ended September 30, 2014 in the amount of $6,887 and $20,661, respectively, represents the aggregate monthly option fees paid to the Company by the option holder for the right to buy back the one remaining 2-family building located in the Bronx, New York then owned by the Company (the “Buy back Option”).  On October 2, 2014, the option holder exercised the Buy Back Option at the exercise price of $146,821.

 

 

5.

Investment in Privately Held Company

 

The Company had an original investment in a privately held Israeli-based company in the amount of $100,000. The privately held company offers surgeons and radiologists the ability to detect cancer in real time. Due to the fact that the privately held company has experienced delays in executing its business plan, the Company determined to write down the value of its investment to $65,000 at December 31, 2013. The Company further wrote down the value of its investment to $50,000 at June 30, 2015, resulting in a charge to the statement of operations of $15,000 for the nine month period ended September 30, 2015.

 

6.

EARNINGS PER SHARE OF COMMON STOCK

 

Basic and diluted earnings per share are calculated in accordance with ASC 260 “Earnings Per Share”. Under ASC 260, basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the potential dilution from the exercise of stock options and warrants for common shares using the treasury stock method. The numerator in calculating both basic and diluted earnings per common share for each period is the reported net income.

 

The denominator is based on the following weighted average number of common shares:

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2015				2014				2015				2014
Basic			7,223,043				5,487,494				6,597,987				4,680,340
Incremental shares for assumed conversion of options			39,974				39,304				39,768				47,626
Diluted			7,263,017				5,526,798				6,637,755				4,727,966

 

For the three and nine month periods ended September 30, 2015, 103,745 and 103,951, exercisable stock options and warrants were not included in the diluted earnings per share calculation, respectively, because their effect would have been anti-dilutive.

 

For the three and nine month periods ended September 30, 2014, 39,374 and 47,696, stock options were not included in the diluted earnings per share calculation, respectively, because their effect would have been anti-dilutive.

 

7.

STOCK – BASED COMPENSATION

 

The Company measures and recognizes compensation awards for all stock option grants made to employees and directors, based on their fair value in accordance with ASC 718 “Compensation - Stock Compensation”, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. A key provision of this statement is to measure the cost of employee services received in exchange for an award of equity instruments (including stock options) based on the grant-date fair value of the award. The cost will be recognized over the service period during which an employee is required to provide service in exchange for the award (i.e., the requisite service period or vesting period). The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC 505-50, “Equity Based Payment to Non-Employees”. All transactions with non-employees, in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more appropriately measurable.

 

 

Share based compensation expense recognized under ASC 718 for the three and nine months ended September 30, 2015 were $3,416 and $10,248, respectively. Share based compensation expense recognized under ASC 718 for the three and nine months ended September 30, 2014 were $10,967 and $17,799, respectively.

 

The share based compensation expense included the amortization of the fair value of the restricted shares granted to the Company’s CEO on September 9, 2011, after adjusting for the effect on the fair value of the stock options related to this transaction. The fair value will be amortized over 15 years.

 

The exercise price of options granted under our stock option plan may not be less than the fair market value on the date of grant. The options may vest over a period not to exceed ten years. Stock options under our stock option plan may be awarded to officers, key-employees, consultants and non-employee directors of the Company. Under our stock option plan, generally, each non-employee director of the Company is granted an option for 7,000 common shares upon first taking office, and through and including the fiscal year ended December 31, 2014, an annual option grant for an additional 7,000 common shares for each additional year in office. The objectives of our stock option plan include attracting and retaining key personnel, providing for additional performance incentives and promoting the success of the Company by increasing the efforts of such officers, employees, consultants and directors. Our stock option plan is the only plan that the Company has adopted with stock options available for grant.

 

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average share assumptions used for grants in 2014: (1) expected life of 5 years; (2) annual dividend yield of 9.59%; (3) expected volatility 59.5%; (4) risk free interest rate of 1.71%.

 

The following summarizes stock option activity for the nine month period ended September 30, 2015:

 

		Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (in years)				Aggregate Intrinsic Value
Outstanding at December 31, 2014			82,000			$	1.68
Granted			—				—
Exercised			(18,000	)			1.22
Forfeited or expired			(7,000	)			1.34
Outstanding at September 30, 2015			57,000			$	1.87				2.63			$	40,291
Vested and exercisable at September 30, 2015			56,000			$	1.88				2.66			$	39,692

 

The weighted-average fair value of options granted during the nine month period ended September 30, 2014, estimated as of the grant date using the Black-Scholes option valuation model, were $0.72 per option. There was no grant of options during the nine month period ended September 30, 2015.

 

On July 31, 2014, in connection with the Company’s public offering in July 2014, the Company issued warrants to purchase 87,719 common shares, with an exercise price of $3.5625 per common share, to the representative of the underwriters of the offering.  The warrants are exercisable at any time, and from time to time, in whole or in part, commencing on July 28, 2015 and expire on July 28, 2019.  The fair value of these warrants, using the Black-Scholes option pricing model, on the date of issuance was $42,224.

 

On May 29, 2015, in connection with the Company’s public offering in May 2015, the Company issued warrants to purchase 50,750 common shares, with an exercise price of $5.4875 per common share, to the representative of the underwriters of the offering.  The warrants are exercisable at any time, and from time to time, in whole or in part, commencing on May 22, 2016 and expire on May 22, 2020.  The fair value of these warrants, using the Black-Scholes option pricing model, on the date of issuance was $54,928.

 

 

8.

LOANS AND LINE OF CREDIT

 

Short Term Loans

 

At September 30, 2015, the Company owed an aggregate of $1,095,620 under five separate short term loans, bearing interest at rates ranging from 8% to 12% per annum. Two of the loans in the aggregate amount of $335,000, bearing interest at the rate of 10% per annum, are from a parent of a former member of the board of directors. Interest expense on such loans amounted to $22,743 for the nine months ended September 30, 2015. The loans are secured by certain of the Company’s short term loans pursuant to a security agreement, and one of the loans is also personally guaranteed by the Company’s CEO.

 

Line of Credit

 

On February 27, 2015, the Company entered into a Line of Credit Agreement with Webster Business Credit Corporation (“Webster”) pursuant to which it may borrow up to $14 million until February 27, 2018 (the “Webster Credit Line”) against assignments of mortgages and other collateral. The Webster Credit Line provides for an interest rate of either LIBOR plus 4.75% or the base commercial lending rate of Webster plus 3.25% as chosen by the Company for each drawdown. The Webster Credit Line contains various covenants and restrictions, including limiting the amount that the Company can borrow relative to the value of the underlying collateral, maintaining various financial ratios and limitations on the terms of loans the Company makes to its customers. Mr. Ran has personally guaranteed all of the Company’s obligations to Webster. Total costs to establish the Webster Credit Line were approximately $144,000. These costs are being amortized over three years, using the straight-line method. The amortization costs for the nine month period ended September 30, 2015 were $27,501.

 

The Webster Credit Line replaced the $7.7 million credit facility (the “Sterling Credit Line”) with Sterling National Bank (“Sterling”). The Company paid off the entire balance due to Sterling with proceeds from the Webster Credit Line and terminated the Sterling Credit Line on February 27, 2015. In addition, the Company utilized the Webster Credit Line to repay in full loans from Mr. Ran in the aggregate amount of $1,100,000, as well as two short-term loans, outstanding at December 31, 2014, in the aggregate amount of $1,000,000, bearing interest at the rate of 12% per annum. At September 30, 2015, the outstanding amount under the Webster Credit Line was $10,098,083, then bearing interest at a rate of 4.943% per annum.

 

9.

PUBLIC OFFERING

 

The Company completed a public offering of 1,015,000 common shares at a price to the public of $4.39 per share on May 29, 2015. The gross proceeds raised by the Company from the offering were approximately $4,460,000, before deducting underwriting discounts and commissions and other estimated offering expenses. The Company also granted the underwriter a 45-day option to purchase up to 152,250 additional common shares to cover over-allotments, if any.

 

In June 2015, the underwriter partially exercised its over-allotment option for an additional 105,000 common shares. The gross proceeds raised by the Company from the sale of the over-allotment option shares were approximately $460,000, resulting in total gross proceeds from the offering of approximately $4,920,000. The remaining over-allotment option of 47,250 shares expired unexercised in July 2015.

 

The total net proceeds from the offering, including the sale of the over-allotment option shares, were approximately $4,240,000, after deducting underwriting discounts and commissions and offering expenses payable by us.

 

 

10.

COMMITMENTS AND CONTINGENCIES

 

Operating Lease

 

On June 9, 2011, the Company entered into a new lease agreement (the “Lease’) to relocate its corporate headquarters to 60 Cutter Mill Road, Great Neck, New York.  The Lease is for a term of five years and two months commencing June 2011 and ending August 2016.  The rent increases annually during the term and ranges from approximately $2,800 per month during the first year to approximately $3,200 per month during the fifth year.

 

Item 2.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q. The discussion and analysis contains forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements.

 

We are a New York-based real estate finance company that specializes in originating, servicing and managing a portfolio of first mortgage loans. We offer short-term, secured, non–banking loans (sometimes referred to as “hard money” loans) to real estate investors to fund their acquisition, renovation, rehabilitation or development of residential or commercial properties located in the New York metropolitan area. We are organized and conduct our operations to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2014. As a REIT, we are required to distribute at least 90% of our taxable income to our shareholders on an annual basis.

 

The properties securing our loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment and are not income producing. Each loan is secured by a first mortgage lien on real estate. In addition, each loan is personally guaranteed by the principal(s) of the borrower guaranty, which guaranty may be collaterally secured by a pledge of the guarantor’s interest in the borrower. The face amounts of the loans we originate historically have ranged from $14,000 to a maximum of $1,475,000. Our board of directors established a policy limiting the maximum amount of any loan to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the loan under consideration) and (ii) $1.5 million. Our loans typically have a maximum initial term of one year and bear interest at a flat rate of 12% to 15% per year. In addition, we usually receive origination fees, or “points,” ranging from 1% to 3% of the original principal amount of the loan as well as other fees relating to underwriting, funding and managing the loan. Interest is always payable monthly, in arrears. In the case of acquisition financing, the principal amount of the loan usually does not exceed 75% of the value of the property (as determined by an independent appraiser), and in the case of construction financing, up to 80% of construction costs.

 

For the nine month periods ended September 30, 2015 and 2014 the total amounts of $15,346,500 and $18,827,000 have been lent, respectively, offset by collections received from borrowers, under our commercial loans in the amount of $10,234,936 and $10,518,616, respectively.

 

We use our own employees, outside lawyers and other independent professionals to verify titles and ownership, to file liens and to consummate the transactions. Outside appraisers are also used to assist us in evaluating the worth of collateral. To date, we have not experienced any defaults and none of the loans previously made have been non-collectable, although no assurances can be given that existing or future loans may not go into default or prove to be non-collectible in the future.

 

We generally grant loans for a term of one year. When a performing loan reaches its maturity and the borrower requests an extension we may extend the term of the loan beyond one year and reclassify it as part of long term loans receivable. Prior to granting an extension of any loan, we reevaluate the underlying collateral.

 

 

At September 30, 2015, we were committed to an additional $1,820,000 in construction loans that can be drawn by the borrower when certain conditions are met.

 

In July 2014, we completed a public offering of 1,754,386 common shares. The gross proceeds from the offering were $5.0 million and the net proceeds were approximately $4.3 million, after deducting our underwriting discounts and commissions and offering expenses.

 

As a result of the July 2014 public offering, we satisfy all of the requirements to be taxed as a REIT. We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2014. In order to maintain our qualification as a REIT and avoid any excise tax on our net taxable income, we are required to distribute each year at least 90% of our taxable income. If we distribute less than 100% of our taxable income (but more than 90%), the undistributed portion will be taxed at the regular corporate income tax rates. As a REIT, we may also be subject to federal excise taxes and minimum state taxes.

 

On February 27, 2015, we repaid and terminated the Sterling Credit Line, as described in “Liquidity and Capital Resources” below, and simultaneously entered into the Webster Credit Line, as described in “Liquidity and Capital Resources” below, pursuant to which we may borrow up to $14 million during the next three years. The Webster Credit Line provides for an interest rate of either LIBOR plus 4.75% or Webster’s base commercial lending rate plus 3.25%, as chosen by us for each drawdown, and expires on February 27, 2018. The credit line is secured by assignment of mortgages and other collateral and is guaranteed by Assaf Ran, our chief executive officer.

 

On May 29, 2015, we completed another public offering of 1,015,000 common shares. In June 2015, the underwriter partially exercised its over-allotment option for an additional 105,000 common shares. The gross proceeds from the offering, including the partial exercise of the over-allotment option, were approximately $4.9 million and the net proceeds were approximately $4.2 million, after deducting our underwriting discounts and commissions and offering expenses.

 

Results of Operations

 

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

 

Revenue

 

Total revenues for the three month period ended September 30, 2015 were approximately $1,032,000 compared to approximately $766,000 for the three month period ended September 30, 2014, an increase of $266,000, or 34.7%. The increase in revenue represents an increase in lending operations. For the three month periods ended September 30, 2015 and 2014, approximately $871,000 and $632,000, respectively, of our revenues were attributable to interest income on the secured commercial loans that we offer to small businesses, and approximately $160,000 and $134,000, respectively, of our revenues were attributable to origination fees on such loans. Our loans are principally secured by collateral consisting of real property and, generally, accompanied by personal guarantees.

 

Interest and amortization of debt service costs

 

Interest and amortization of debt service costs for the three month period ended September 30, 2015 was approximately $160,000 compared to approximately $144,000 for the three month period ended September 30, 2014, an increase of $16,000, or 11.1%. The increase in interest and amortization of debt service costs was primarily attributable to the establishment and use of the Webster Credit Line (See Note 8 to the financial statements included elsewhere in this report) in order to increase our ability to make loans.

 

General and administrative expenses

 

General and administrative expenses for the three month period ended September 30, 2015 were approximately $230,000 compared to approximately $203,000 for the three month period ended September 30, 2014, an increase of $27,000, or 13.3%. The increase is primarily attributable to increases in payroll, consulting, travel and meal expenses.

 

 

Other income

 

Other income for the three month periods ended September 30, 2015 and 2014 was $0 and approximately $7,000, respectively, which represents the fees generated from the remaining seller buy back option in 2014. This option was fully exercised by the option holder in October 2014. (See Note 4 to the financial statements included elsewhere in this report.)

 

Income tax (expense) benefit

 

We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2014. The income tax expense of approximately $2,000 for the three month period ended September 30, 2015 represents the minimum state taxes. The income tax benefit of approximately $4,000 for the three month period ended September 30, 2014 represents the over-accrual of 2013 income taxes.

 

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

 

Revenue

 

Total revenues for the nine month period ended September 30, 2015 were approximately $2,855,000 compared to approximately $2,005,000 for the nine month period ended September 30, 2014, an increase of $850,000, or 42.4%. The increase in revenue represents an increase in lending operations. For the nine month periods ended September 30, 2015 and 2014, revenues of approximately $2,392,000 and $1,657,000, respectively, were attributable to interest income on the secured commercial loans that we offer to small businesses, and approximately $463,000 and $348,000, respectively, were attributable to origination fees on such loans. Our loans are principally secured by collateral consisting of real property and, generally, accompanied by personal guarantees.

 

Interest and amortization of debt service costs

 

Interest and amortization of debt service costs for the nine month period ended September 30, 2015 were approximately $494,000 compared to approximately $384,000 for the nine month period ended September 30, 2014, an increase of $110,000, or 28.6%. The increase in interest and amortization of debt service costs was primarily attributable to the establishment of the Webster Credit Line and our use of the lines of credit available to us (See Note 8 to the financial statements included elsewhere in this report) in order to increase our ability to make loans.

 

General and administrative expenses

 

General and administrative expenses for the nine month period ended September 30, 2015 were approximately $696,000 compared to approximately $555,000 for the nine month period ended September 30, 2014, an increase of $141,000 or 25.4%. The increase is primarily attributable to a special bonus to officers for establishing the Webster Credit Line (See Note 8 to the financial statements included elsewhere in this report), and increases in payroll, consulting, banking, travel and meal expenses.

 

Other income

 

Other income for the nine month periods ended September 30, 2015 and 2014, was $0 and approximately $21,000, respectively, which represents the fees generated from the remaining seller buy back option in 2014. This option was fully exercised by the option holder in October 2014. (See Note 4 to the financial statements included elsewhere in this report.)

 

 

Write-down of investment in privately held company

 

Write-down of investment in privately held company for the nine month periods ended September 30, 2015 and 2014 was $15,000 and $0, respectively. In 2015, we wrote down the value of our investment in a privately held company due to the fact that it has experienced delays in executing its business plan. (See Note 5 to the financial statements included elsewhere in this report).

 

Income tax expense

 

We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2014. For the nine month periods ended September 30, 2015 and 2014, we had income tax expenses of approximately $2,000 and $28,000, respectively. In 2015, the income tax expense represents the minimum state taxes. In 2014, the income tax expense was primarily due to our determination that we under accrued 2013 income tax expense.

 

Liquidity and Capital Resources

 

At September 30, 2015, we had cash and cash equivalents of approximately $61,000 and working capital of approximately $4,540,000 as compared to cash and cash equivalents of approximately $48,000 and working capital of $8,849,000 at December 31, 2014. The decrease in working capital is primarily attributable to the reclassification of a portion of short-term loans to long-term loans receivable. At September 30, 2015, our long-term loans receivable represents 46.36% of our loan portfolio, compared to 20.36% at December 31, 2014.

 

For the nine month periods ended September 30, 2015 and 2014, net cash provided by operating activities were approximately $1,497,000 and $783,000, respectively. The increase in net cash provided by operating activities primarily results from an increase in net income, offset by an increase in interest receivable on loans and a decrease in accounts payable and accrued expenses.

 

Net cash used in investing activities for the nine month period ended September 30, 2015 was approximately $5,115,000 as compared to approximately $8,308,000 for the period ended September 30, 2014. Net cash used in investing activities for the nine month period ended September 30, 2015 consisted of the issuance of our short term commercial loans in the amount of approximately $15,347,000 and the purchase of fixed assets of approximately of $3,000, offset by collection of these loans in the amount of approximately $10,235,000. In the period ended September 30, 2014 net cash used in investing activities consisted of the issuance of our short term commercial loans in the amount of $18,827,000, offset by collection of these loans in the amount of approximately $10,519,000.

 

Net cash provided by financing activities for the nine month period ended September 30, 2015 was approximately $3,632,000 as compared to approximately $6,565,000 for the period ended September 30, 2014. Net cash provided by financing activities for the nine month period ended September 30, 2015 reflects the net proceeds from the public offering of approximately $4,237,000, the proceeds from lines of credit and short-term loans in the net amount of approximately $1,024,000 and the proceeds from the exercise of stock options and warrants of approximately $33,000, offset by the dividend payment of approximately $1,551,000, and the deferred financing costs on the establishment of the Webster Credit Line (as described below) in the amount of approximately $111,000. In the period ended September 30, 2014, net cash provided by financing activities reflects the net proceeds from the public offering of approximately $4,289,000, the proceeds from the Sterling Credit Line and short-term loans in the amount of $2,650,000 and the proceeds from exercise of stock options of approximately $55,000, offset by dividend payments of approximately $429,000.

 

Until our initial public offering in 1999, our only source of funds was cash flow from operations, which funded both our working capital needs and capital expenditures. In May 1999 we completed our initial public offering in which we raised net proceeds of approximately $6.4 million.

 

 

On February 27, 2015, we entered into a Line of Credit Agreement with Webster Business Credit Corporation (“Webster”) pursuant to which we may borrow up to $14 million until February 27, 2018 (the “Webster Credit Line”) against assignments of mortgages and other collateral. The Webster Credit Line provides for an interest rate of either LIBOR plus 4.75% or the base commercial lending rate of Webster plus 3.25% as chosen by us for each drawdown. The Webster Credit Line contains various covenants and restrictions, including limiting the amount that we can borrow relative to the value of the underlying collateral, maintaining various financial ratios and limitations on the terms of loans we make to our customers. Mr. Ran, has personally guaranteed all of our obligations to Webster.

 

The Webster Credit Line replaced the $7.7 million credit facility (the “Sterling Credit Line”) with Sterling National Bank (“Sterling”). We paid off the entire balance due to Sterling with proceeds from the Webster Credit Line and terminated the Sterling Credit Line on February 27, 2015. In addition, we utilized the Webster Credit Line to repay in full loans from Mr. Ran in the aggregate amount of $1,100,000, as well as two short-term loans, outstanding at December 31, 2014, in the aggregate amount of $1,000,000, bearing interest at the rate of 12% per annum. At September 30, 2015, the outstanding amount under the Webster Credit Line was $10,098,083, then bearing interest at a rate of 4.943% per annum.

 

In July 2014, we completed a public offering of 1,754,386 common shares. The gross proceeds from the offering were $5.0 million and the net proceeds were approximately $4.3 million, after deducting our underwriting discounts and commissions and offering expenses.

 

As a result of the July 2014 public offering, we satisfy all of the requirements to be taxed as a REIT. We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2014. In order to maintain our qualification as a REIT and avoid any excise tax on our net taxable income, we are required to distribute each year at least 90% of our taxable income. If we distribute less than 100% of our taxable income (but more than 90%), the undistributed portion will be taxed at the regular corporate income tax rates. As a REIT, we may also be subject to federal excise taxes and minimum state taxes.

 

On May 29, 2015, we completed another public offering of 1,015,000 common shares. In June 2015, the underwriter partially exercised its over-allotment option for an additional 105,000 common shares. The gross proceeds from the offering, including the partial exercise of the over-allotment option, were approximately $4.9 million and the net proceeds were approximately $4.2 million, after deducting our underwriting discounts and commissions and offering expenses.

 

We anticipate that our current cash balances and the Webster Credit Line, as described above, together with our cash flows from operations will be sufficient to fund our operations for the next 12 months. However, we expect our working capital requirements to increase over the next 12 months as we continue to strive for growth.

 

Changes to Critical Accounting Policies and Estimates

 

Our critical accounting policies and estimates are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

 

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

 

Item 4.

CONTROLS AND PROCEDURES

 

(a)

Evaluation and Disclosure Controls and Procedures

 

Our management, namely our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2015 (the “Evaluation Date”).  Based upon that evaluation, the chief executive officer and the chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) are accumulated and communicated to our management, namely our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b)

Changes in Internal Control Over Financial Reporting

 

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred during the fiscal quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II      OTHER INFORMATION

 

Item 6.

EXHIBITS

 

Exhibit No.		Description
31.1		Chief Executive Officer Certification as required under section 302 of the Sarbanes Oxley Act
31.2		Chief Financial Officer Certification as required under section 302 of the Sarbanes Oxley Act
32.1*		Chief Executive Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act
32.2*		Chief Financial Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act
101.INS		XBRL Instance Document
101.CAL		XBRL Taxonomy Extension Schema Document
101.SCH		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

 

* Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Manhattan Bridge Capital, Inc. (Registrant)
Date: October 29, 2015	By: /s/ Assaf Ran
	Assaf Ran, President and Chief Executive Officer
	(Principal Executive Officer)
Date: October 29, 2015	By: /s/ Vanessa Kao
	Vanessa Kao, Chief Financial Officer
	(Principal Financial and Accounting Officer)