-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TPyqRj+f7/U4h+HeEsb0+GjqBLuA79LvMUT19R03kJ/yMYC5ZL/BDVnuFUry3cix J2KVuAu4PyswH+M+g7PJbA== 0001005477-00-001555.txt : 20000225 0001005477-00-001555.hdr.sgml : 20000225 ACCESSION NUMBER: 0001005477-00-001555 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTE INVESTORS INC CENTRAL INDEX KEY: 0001017907 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 751328153 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12117 FILM NUMBER: 552018 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1365 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148715935 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1365 CITY: DALLAS STATE: TX ZIP: 75201 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended December 31, 1999 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Transition Period From __________ To __________ Commission File Number 1-6802 Liberte Investors Inc. (Exact name of Registrant as specified in its Charter) Delaware 75-1328153 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 200 Crescent Court, Suite 1365 Dallas, Texas 75201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (214) 871-5935 ------------------------ (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. YES |X| NO |_| APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES |X|* NO |_| * The registrant's confirmed plan of reorganization under Chapter 11 of the Bankruptcy code did not provide for the distribution of securities. APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares outstanding of registrant's common stock, $.01 par value, as of the close of business on February 11, 2000: 20,256,097 shares. LIBERTE INVESTORS INC. FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1999 INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Statements of Financial Condition December 31, 1999 and June 30, 1999.................. 3 Consolidated Statements of Operations Six Months Ended December 31, 1999 and 1998.......... 4 Consolidated Statements of Operations Three Months Ended December 31, 1999 and 1998........ 5 Consolidated Statements of Cash Flows Six Months Ended December 31, 1999 and 1998.......... 6 Notes to Consolidated Financial Statements........... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................. 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................... 11 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders.......... 12 Item 6. Exhibits and Reports on Form 8-K............................. 12 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements LIBERTE INVESTORS INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited) December 31, June 30, 1999 1999 ------------- ------------- Assets Unrestricted cash $ 56,693,429 $ 55,280,342 Foreclosed real estate held for sale 2,462,445 2,810,267 Accrued interest and other receivables 2,942 3,790 Other assets, net 78,103 121,160 ------------- ------------- Total assets $ 59,236,919 $ 58,215,559 ============= ============= Liabilities and Stockholders' Equity Liabilities-accrued and other liabilities $ 451,063 $ 480,728 Stockholders' Equity Common stock, $.01 par value, 50,000,000 shares authorized, 20,256,097 shares issued and outstanding 202,561 202,561 Additional paid-in capital 309,392,399 309,392,399 Accumulated deficit (250,809,104) (251,860,129) ------------- ------------- Total stockholders' equity 58,785,856 57,734,831 ------------- ------------- Commitments and contingencies Total liabilities and stockholders' equity $ 59,236,919 $ 58,215,559 ============= ============= See notes to consolidated financial statements. 3 LIBERTE INVESTORS INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Six Months Ended December 31, --------------------------- 1999 1998 ----------- ----------- Income Interest on deposits in banks $ 1,327,429 $ 1,322,452 Gains on sales of foreclosed real estate 119,348 119,593 Other 85 11,939 ----------- ----------- Total income 1,446,862 1,453,984 ----------- ----------- Expenses Insurance 61,522 62,744 Compensation and employee benefits 42,726 51,166 Legal, audit and advisory fees 77,200 30,500 Franchise taxes 18,168 44,074 Foreclosed real estate operations 75,032 82,753 General and administrative 121,189 152,577 ----------- ----------- Total expenses 395,837 423,814 ----------- ----------- Net Income $ 1,051,025 $ 1,030,170 =========== =========== Basic net income per share of common stock $ 0.05 $ 0.05 =========== =========== Weighted average number of shares of common stock 20,256,097 20,256,097 =========== =========== See notes to consolidated financial statements. 4 LIBERTE INVESTORS INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended December 31, --------------------------- 1999 1998 ----------- ----------- Income Interest on deposits in banks $ 688,371 $ 634,031 Gains on sales of foreclosed real estate 119,348 -- Other 85 -- ----------- ----------- Total income 807,804 634,031 ----------- ----------- Expenses Insurance 31,024 31,400 Compensation and employee benefits 21,423 27,978 Legal, audit and advisory fees 18,000 12,750 Franchise taxes 8,593 21,747 Foreclosed real estate operations 35,700 47,378 General and administrative 60,975 69,620 ----------- ----------- Total expenses 175,715 210,873 ----------- ----------- Net Income $ 632,089 $ 423,158 =========== =========== Basic net income per share of common stock $ 0.03 $ 0.02 =========== =========== Weighted average number of shares of common stock 20,256,097 20,256,097 =========== =========== See notes to consolidated financial statements. 5 LIBERTE INVESTORS INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended December 31, ---------------------------- 1999 1998 ------------ ------------ Cash flows from operating activities: Net income $ 1,051,025 $ 1,030,170 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,820 7,878 Decrease in accrued interest and other receivables 848 569 Decrease in other assets 47,744 48,926 (Decrease) increase in accrued and other liabilities (29,665) 9,301 Gains from sales of foreclosed real estate (119,348) (119,593) ------------ ------------ Net cash provided by operating activities 957,424 977,251 ------------ ------------ Cash flows from investing activities: Proceeds from sales of foreclosed real estate 467,170 331,154 Proceeds from liquidation of other assets -- 300,000 Additions to fixed assets (11,507) (758) Increase in restricted cash and cash equivalents -- (1,458) ------------ ------------ Net cash provided by investing activities 455,663 628,938 ------------ ------------ Net increase in unrestricted cash and cash equivalents 1,413,087 1,606,189 Unrestricted cash at beginning of period 55,280,342 53,998,721 ------------ ------------ Unrestricted cash at end of period $ 56,693,429 $ 55,604,910 ============ ============
See notes to consolidated financial statements. 6 LIBERTE INVESTORS INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999 (Unaudited) Note A - Organization Liberte Investors Inc., a Delaware corporation (the "Company"), was organized in April 1996 in order to effect the reorganization of Liberte Investors, a Massachusetts business trust (the "Trust"). At a special meeting of the shareholders of the Trust held on August 15, 1996, (the "Special Meeting"), the Trust's shareholders approved a plan of reorganization whereby the Trust contributed its assets to the Company and received all of the Company's outstanding common stock, par value $.01 per share ("Shares" or "Common Stock"). The Trust then distributed to its shareholders in redemption of all outstanding shares of beneficial interest in the Trust (the "Beneficial Shares") the Shares of the Company. The Company assumed all of the Trust's assets and outstanding liabilities and obligations. Thereafter, the Trust was terminated. Note B - Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not include all of the information and footnotes necessary for a fair presentation of financial condition, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended December 31, 1999, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2000. The accompanying consolidated financial statements include the accounts of the Company and LNC Holdings, Inc., a wholly-owned subsidiary whose sole asset is approximately 40 acres of land located in Arlington, Texas. All intercompany balances and transactions have been eliminated. Note C - Foreclosed Real Estate Held For Sale At December 31, 1999, the Company held foreclosed real estate for sale in the form of undeveloped land. The December 31, 1999 carrying amount of these assets was approximately $2,462,000. The foreclosed real estate for sale consists of land totaling approximately 496 acres in San Antonio, Texas and approximately 40 acres in Arlington, Texas. In October 1999, the Company sold 51.18 acres of land in San Antonio, Texas to a single-family homebuilder for a price of $307,080. A gain of approximately $119,000 was recognized as a result of this transaction. The buyer has an option to purchase an additional tract totaling 58 acres of land adjacent to the 51.18 acres and has a $25,000 deposit with the Company for this option. The proceeds from the sale of the 51.18 acres were increased by $186,000, which had been deducted from a prior purchase to be used by the buyer to extend a road into the property. The buyer had previously paid a $25,000 deposit on the 51.18 acres, which is treated as non-cash transactions in the statements of cash flows. 7 Note D - Commitments and Contingencies The Company's wholly-owned subsidiary, LNC Holdings, Inc., owns approximately 40 acres of land located in Arlington, Texas which is encumbered by property tax liens totaling $1,116,000, including penalties and interest. There is no carrying value of the property due to the encumbrances. On April 16, 1997, LNC Holdings, Inc. received a notice of final judgment from the City of Arlington with regard to the delinquent taxes. On May 27, 1997, LNC Holdings, Inc. notified the City of Arlington that it would execute a deed without warranty to allow the taxing authorities to obtain title to the property. No response has yet been received. LNC Holdings, Inc. has accrued property taxes for calendar years 1999, 1998, 1997 and 1996 totaling $161,000. Management believes that resolution of the delinquent tax issue with the taxing authorities will not result in a material adverse impact on the consolidated financial statements. The Company is from time to time involved in routine litigation arising in the normal course of business, which, in the opinion of management, will not result in a material adverse impact on the Company's consolidated financial condition or results of operations. Note E - Federal Income Taxes Although the Company had taxable income for the six months ended December 31, 1999 and 1998, no tax liability has been recognized due to a reduction in the valuation allowance related to its net operating loss carryforwards. Based on current business activity, management believes it is more likely than not that the Company will not realize the benefits of the loss carryforwards. Therefore, a full valuation allowance has been established. In the event the Company expands its business operations through an acquisition, the ability to use the loss carryforwards may change. Note F - Concentrations of Credit Risk At December 31, 1999, the Company had certain concentrations of credit risk with two financial institutions in the form of cash, which amounted to approximately $57 million. For purposes of evaluating credit risk, the stability of financial institutions conducting business with the Company is periodically reviewed. If the financial institutions failed to completely perform under the terms of the financial instruments, the exposure for credit loss would be the amount of the financial instruments less amounts covered by regulatory insurance. Note G - Reclassifications Certain amounts have been reclassified in the 1998 financial statements to conform to the 1999 presentation. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General During the six months ended December 31, 1999, Liberte Investors Inc. continued to explore the potential acquisition of a viable operating company in order to increase value to existing stockholders and provide a new focus and direction for the Company. Although substantial efforts have been made in fiscal 2000 to identify quality acquisitions, the Company has not yet entered into any definitive acquisition agreements. Six Months Ended December 31, 1999 versus Six Months Ended December 31, 1998 Net income for the six months ended December 31, 1999 was $1,051,000 compared to net income of $1,030,000 for the same period in 1998. The change in operating results for the six months was due to various factors discussed below. Interest income related to interest-bearing deposits in banks increased to $1,327,000 for the six months ended December 31, 1999 from $1,322,000 for the same period in 1998. This increase is due to an increase in interest rates on the Company's interest-bearing deposits during the six months ended December 31, 1999 versus the six months ended December 31, 1998. Unrestricted cash increased from $55,605,000 at December 31, 1998 to $56,693,000 at December 31, 1999 primarily due to interest earned on the unrestricted cash accounts, proceeds from the sale of real estate, less a dividend payment to stockholders during June 1999. Gains on the sales of foreclosed real estate was $119,000 for the six months ended December 31, 1999 as compared to $120,000 for the six months ended December 31, 1998. The gains on sales of real estate represent proceeds received from the sale of foreclosed real estate in excess of carrying value. The gains recognized for the six months ended December 31, 1999 were from the sale of 51.18 acres in San Antonio, Texas. Other income for the six months ended December 31, 1998 was $12,000, which was primarily dividend payments received on RPI preferred stock. No dividend payments on RPI preferred stock were received for the six months ended December 31, 1999 due to the liquidation of the 300,000 shares of RPI preferred stock in August 1998. Insurance expense decreased to $62,000 for the six months ended December 31, 1999, as compared to $63,000 for the same period in 1998. The decrease was primarily due to decreased premiums related to Directors' and Officers' insurance. Compensation and employee benefits expense decreased to $43,000 for the six months ended December 31, 1999 from $51,000 for the same period in 1998. The decrease was due to the Company only having one employee for a majority of the six months ended December 31, 1999 as compared to two employees for a majority of the six months ended December 31, 1998. Legal, audit and advisory fees were $77,000 for the six months ended December 31, 1999 as compared to $31,000 for the six months ended December 31, 1998. Legal and accounting expenses were higher for the six months ended December 31, 1999 due to additional legal and accounting fees for due diligence on a potential business transaction. Franchise tax expense decreased from $44,000 for the six months ended December 31, 1998 to $18,000 for the six months ended December 31, 1999. Franchise tax expense for the six months ended December 31, 1999 is lower due to the Company having to pay minimal Texas state franchise tax for 1999. 9 Foreclosed real estate operations expense decreased from $83,000 for the six months ended December 31, 1998 to $75,000 for the same period in 1999. Foreclosed real estate operations expense was lower for the six months ended December 31, 1999 due to a reduction in property taxes and real estate consulting fees. General and administrative expense decreased from $153,000 during the six months ended December 31, 1998 to $121,000 for the same period in 1999. The decrease was primarily a reduction in shareholder relations expenses for the six months ended December 31, 1999 as compared to the six months ended December 31, 1998 and due to the payment of a search fee for a new employee during the six months ended December 31, 1998. Three Months Ended December 31, 1999 versus Three Months Ended December 31, 1998 Net income for the three months ended December 31, 1999 was $632,000 compared to net income of $423,000 for the same period in 1998. The change in operating results for the three months was due to various factors discussed below. Interest income related to interest-bearing deposits in banks increased to $688,000 for the three months ended December 31, 1999 from $634,000 for the same period in 1998. This increase is due to an increase in interest rates and an increase in the average balance outstanding on the Company's interest-bearing deposits during the three months ended December 31, 1999 versus the three months ended December 31, 1998. Unrestricted cash increased from $55,605,000 at December 31, 1998 to $56,693,000 at December 31, 1999 primarily due to interest earned on the unrestricted cash accounts, less a dividend payment to stockholders during June 1999. There were no gains on the sales of foreclosed real estate for the three months ended December 31, 1998 as compared to $119,000 for the three months ended December 31, 1999. The gains on sales of real estate represent proceeds received from the sale of foreclosed real estate in excess of carrying value. The gains recognized for the three months ended December 31, 1999 were from the sale of 51.18 acres in San Antonio, Texas. Compensation and employee benefits expense decreased to $21,000 for the three months ended December 31, 1999 from $28,000 for the same period in 1998. The decrease was due to the Company only having one employee for the three months ended December 31, 1999 as compared to two employees for the three months ended December 31, 1998. Legal, audit and advisory fees were $18,000 for the three months ended December 31, 1999 as compared to $13,000 for the three months ended December 31, 1998. Legal expenses were higher for the three months ended December 31, 1999 due to additional legal fees for due diligence on a potential business transaction and for contracts relating to the sale of foreclosed real estate. Franchise tax expense decreased from $22,000 for the three months ended December 31, 1998 to $9,000 for the three months ended December 31, 1999. Franchise tax expense for the three months ended December 31, 1999 is lower due to the Company having to pay minimal Texas state franchise tax for 1999. Foreclosed real estate operations expense decreased from $47,000 for the three months ended December 31, 1998 to $36,000 for the same period in 1999. Foreclosed real estate operations expense was lower for the three months ended December 31, 1999 due to a reduction in property tax expense associated with the sale of property and a reduction in real estate consulting fees. General and administrative expense decreased from $70,000 during the three months ended December 31, 1998 to $61,000 for the same period in 1999. The decrease was primarily a reduction in shareholder 10 relations expenses for the three months ended December 31, 1999 as compared to the three months ended December 31, 1998. Liquidity and Capital Resources The Company's principal funding requirements are operating expenses, including legal, audit, and advisory expenses incurred in connection with evaluation of potential acquisition candidates and other strategic opportunities. The Company anticipates that its primary sources of funding for operating expenses will be proceeds from the sale of foreclosed real estate, interest income on cash and cash equivalents, and cash on hand. Statements contained in this Quarterly Report on Form 10-Q which are not historical facts are forward-looking statements. In addition, the Company, through its senior management, from time to time makes forward-looking public statements concerning its expected future operations and performance, including its ability to acquire businesses in the future, and other developments. Such forward-looking statements are necessarily estimates reflecting the Company's best judgment based upon current information, involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. While it is impossible to identify all such factors, factors which could cause actual results to differ materially from those estimated by the Company include, but are not limited to, the uncertainty as to whether the Company will be able to make future business acquisitions or that any such acquisitions will be successful, the Company's ability to obtain financing for any possible acquisitions, general conditions in the economy and capital markets, and other factors which may be identified from time to time in the Company's Securities and Exchange Commission filings and other public announcements. Words or phrases when used in this Form 10-Q or other filings with the Securities and Exchange Commission, such as "does not believe" and "believes", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Year 2000 Issue As of the date of this report, the Company's information systems were not adversely affected by the change to the calendar year 2000. There were no internal system disruptions and the Company is not aware of any failures affecting third parties with whom the Company conducts business. The Company will continue to monitor the situation for any internal or third party disruptions, but expects none at this time. Costs incurred by the Company related to Year 2000 issues were not material. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company's financial instruments consists primarily of cash and cash equivalents. The Company has approximately $57 million of its cash in interest bearing deposits in two financial institutions, which are due on demand. Fair value of these financial instruments approximates carrying value due to the liquidity and short-term nature of these instruments. The Company is subject to interest rate risk should rates fluctuate as it relates to interest income earned from these financial instruments. It is the intention of management to ultimately acquire a viable operating company in order to increase value to existing shareholders and provide a new focus and direction for the Company. These financial instruments would be used to fund such acquisitions. 11 PART II. - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of the Company's stockholders was held on November 12, 1999 for the purpose of voting on two proposals. The proposals, including the results of the voting, are as follows: Proposal No. 1. Proposal to elect each of Messrs. Gene H. Bishop, Harvey B. Cash, Robert Ted Enloe, III, Gerald J. Ford, Edward W. Rose, III, and Gary Shultz as directors of the Company until expiration of his term at the 2000 Annual Meeting of stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal from office. Number of Shares of Common Stock -------------------------------- For Withheld --- -------- G. Bishop 19,382,208 101,484 H. Cash 19,382,500 101,192 R. Enloe 19,371,704 111,988 G. Ford 19,383,662 100,030 E. Rose 19,382,740 100,952 G. Shultz 19,381,108 102,584 Proposal No. 2 Proposal to approve the ratification of the selection of KPMG LLP ("KPMG") as the Company's independent accountants for the fiscal year ending June 30, 2000. Number of Shares of Common Stock ------------ For 19,397,707 Against 63,991 Abstain 21,994 The total number of shares of Common Stock voted on Proposals No. 1 and 2 was 19,483,692, or approximately 96.2% of the outstanding shares of Common Stock. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 27.1 Financial Data Schedule (included only in the EDGAR filing). (b) Reports on Form 8-K: None 12 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 thereunder duly authorized. LIBERTE INVESTORS INC. February 11, 2000 By: /s/ Gerald J. Ford ------------------------------------------- Gerald J. Ford Chief Executive Officer and Chairman of the Board February 11, 2000 By: /s/ Samuel C. Perry ------------------------------------------- Samuel C. Perry Controller and Principal Accounting Officer 13 EX-27 2 FDS
5 This schedule contains summary financial information extracted from the company's unaudited financial statements dated as of December 31, 1999 and is qualified in its entirety by reference to such financial statements. 6-MOS JUN-30-2000 JUL-01-1999 DEC-31-1999 56,693,429 0 81,045 0 2,462,445 0 0 0 59,236,919 451,063 0 0 0 202,561 58,583,295 59,263,919 0 1,446,862 0 0 395,837 0 0 1,051,025 0 1,051,025 0 0 0 1,051,025 .05 .05
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