-----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, OsCz+BPKy72vwInfSXW/oXwSGM3Zsh+RGtJ273HUXHHTP+ZkPJK6s+LQtnQQ1mmn ogk7eOmQe83QYpomUWpe6w== 0000724051-99-000032.txt : 19990817 0000724051-99-000032.hdr.sgml : 19990817 ACCESSION NUMBER: 0000724051-99-000032 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHANCELLOR CORP CENTRAL INDEX KEY: 0000724051 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 042626079 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-11663 FILM NUMBER: 99692681 BUSINESS ADDRESS: STREET 1: 210 SOUTH STREET CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6177288500 MAIL ADDRESS: STREET 1: 210 SOUTH STREET CITY: BOSTON STATE: MA ZIP: 02111 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-11663 CHANCELLOR CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2626079 (State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 210 SOUTH STREET, BOSTON, MASSACHUSETTS 02111 (Address of principal executive offices) (Zip Code) (617) 368 - 2700 (Registrant's telephone number, including area code) 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 [ ] As of August 13, 1999, 53,362,786 shares of Common Stock, $.01 par value per share and 5,000,000 shares of Series AA Convertible Preferred Stock, $.01 par value per share (with a liquidation preference of $.50 per share or $2,500,000) were outstanding. Aggregate market value of the voting stock held by non-affiliates of the issuer as of August 13, 1999 was approximately $11,020,410. Aggregate market value of the total voting stock of the issuer as of August 13, 1999 was approximately $40,172,090. CHANCELLOR CORPORATION AND SUBSIDIARIES
Page Part I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheet as of June 30, 1999 and December 31, 1998 2 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 1999 and 1998 3 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1999 and 1998 4 Notes to Condensed Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Part II. Other Information 12 Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures 14
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CHANCELLOR CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) June 30, December 31, 1999 1998 ---------- -------------- (unaudited) ASSETS Cash and cash equivalents $ 1,169 $ 644 Receivables, net 6,027 3,255 Inventory 10,389 10,758 Net investment in direct finance leases 434 359 Equipment on operating lease, net of accumulated depreciation of $2,292 and $2,351 2,560 702 Residual values, net 214 219 Furniture and equipment, net of accumulated depreciation of $1,463 and $1,290 955 999 Long term investments 5,407 3,681 Intangibles, net 7,357 7,541 Other assets, net 1,540 1,411 ---------- -------------- $ 36,052 $ 29,569 ========== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 6,152 $ 6,366 Deferred reimburseable expenses 4,122 1,068 Indebtedness: Revolving credit line 8,270 9,063 Notes -payable 466 942 Nonrecourse 572 889 Recourse 6,747 4,234 ---------- -------------- Total liabilities 26,329 22,562 ---------- -------------- Stockholders' equity: Prefered Stock, $.01 par value, 20,000,000 shares authorized: Convertible Series AA, 5,000,000 shares issued and outstanding 50 50 Convertible Series B, 2,000,000 shares authorized, none issued and outstanding --- --- Common stock, $.01 par value; 75,000,000 shares authorized, 53,358,786 and 43,041,895 shares issued and outstanding 533 430 Additional paid-in capital 36,155 34,217 Accumulated deficit (27,015) (27,690) ---------- -------------- 9,723 7,007 ---------- -------------- $ 36,052 $ 29,569 ========== ==============
The accompanying notes are an integral part of these condensed consolidated financial statements. 2
CHANCELLOR CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In Thousands, Except Per Share Data) Three Months Ended June 30, Six Months Ended June 30, 1999 1998 1999 1998 ------------ ------------ ------------ ----------- (unaudited) (unaudited) (unaudited) (unaudited) Revenues: Transportation equipment sales $ 14,223 $ 481 $ 26,490 $ 972 Rental income 316 290 774 411 Lease underwriting income 17 34 27 34 Direct finance lease income 28 31 42 67 Interest income 470 14 551 32 Gains from portfolio remarketing 323 227 574 308 Fees from remarketing activities 446 314 683 554 Other income 11 27 82 45 ------------ ------------ ------------ ----------- $ 15,834 $ 1,418 $ 29,223 $ 2,423 ------------ ------------ ------------ ----------- Costs and expenses: Cost of transportation equipment sales 11,500 362 21,372 669 Selling, general and administrative 3,135 883 5,941 1,419 Interest expense 262 19 445 40 Depreciation and amortization 374 120 734 235 ------------ ------------ ------------ ----------- 15,271 1,384 28,492 2,363 ------------ ------------ ------------ ----------- Earnings before taxes 563 34 731 60 ------------ ------------ ------------ ----------- Provision for income taxes 14 - 56 - Net Income $ 549 $ 34 $ 675 $ 60 ============ ============ ============ =========== Basic net income per share $ 0.01 $ 0.00 $ 0.01 $ 0.00 ============ ============ ============ =========== Diluted net income per share $ 0.01 $ 0.00 $ 0.01 $ 0.00 ============ ============ ============ =========== Shares used in computing basic net income per share 48,300,550 35,032,242 46,039,725 33,168,387 Shares used in computing diluted net income per share 54,363,952 51,032,242 52,203,127 49,168,387 The accompanying notes are an integral part of these condensed consolidated financial statements.
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CHANCELLOR CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Six Months Ended June 30, 1999 1998 ------------ -------- (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 675 $ 60 ------------ -------- Adjustments to reconcile net income to net cash used by operating activities: Depreciation and amortization 734 120 Residual value estimate realizations and reductions, net of additions 5 24 Changes in assets and liabilities: (Increase) decrease in receivables (2,772) 490 Decrease (increase) in inventory 369 (222) Decrease in accounts payable and accrued expenses (213) (1,038) Increase in deferred reimburseable expenses 3,054 ---- ------------ -------- 1,177 (626) ------------ -------- Net cash provided (used) by operating activities 1,852 (566) ------------ -------- CASH FLOWS FROM INVESTING ACTIVITIES: Net investments in direct finance leases (75) 57 Equipment on operating lease (1,977) (325) Net change in cash restricted ---- 2,282 Additions to furniture and equipment, net (138) (85) Increase in intangibles, net (249) ---- Net change in other assets (1,855) (1,425) ------------ -------- Net cash provided (used) by investing activities (4,294) 504 ------------ -------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under revolving line of credit (792) ---- Increase in notes payable 200 ---- Increase in indebtedness - recourse 4,700 225 Repayments of notes payable (676) ---- Repayments of indebtedness - nonrecourse (317) (162) Repayments of indebtedness - recourse (2,189) (8) Issuance of common stock, net 2,041 5 ------------ -------- Net cash provided (used) by financing activities 2,967 60 ------------ -------- Net increase (decrease) in cash and cash equivalents 525 (2) Cash and cash equivalents at beginning of period 644 97 ------------ -------- Cash and cash equivalents at end of period $ 1,169 $ 95 ============ ======== Cash paid for interest $ 846 $ 13 ============ ========
The accompanying notes are an integral part of these condensed consolidated financial statements. 4 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission for interim financial statements. Accordingly, the interim statements do not include all of the information and disclosure required for annual financial statements. In the opinion of the Company's management, all adjustments (consisting solely of adjustments of a normal recurring nature) necessary for a fair presentation of these interim results have been included. Intercompany accounts and transactions have been eliminated. These financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1998. The results for the interim period ended June 30, 1999 are not necessarily indicative of the results to be expected for the entire year. 2. LOAN AGREEMENT In connection with the purchase of certain transportation equipment (the "Equipment") on lease to certain lessees, the Company entered into a $2,500,000 loan agreement (the "Loan") with a financial institution (the "Lender") in March 1999. The Loan provides for the payment of twenty-four equal monthly installments, beginning May 1, 1999, of principal in the approximate amount of $104,000 and interest at 3.75% plus the average of the one (1) and two (2) month London Interbank Offered Rates. In addition, proceeds from the sale of the Equipment will be paid to the Lender as additional principal reduction up to $1,034,000. In connection with the Loan, the lender retained $300,000 as a deposit to secure repayment of the Loan. The Loan is secured by all of the Equipment and the lease contracts specifically associated with this transaction. 3. DISTRIBUTION RIGHTS During the quarter ended June 30, 1999, an affiliate of the Company obtained exclusive worldwide distribution rights for certain products, including, but not limited to, trucks, tractor trailers, buses and other products, manufactured by a closely held South African company for approximately $4.0 million inclusive of all costs. 4. COMMON STOCK ISSUED During the quarter ended June 30, 1999, the Company's major shareholder was issued ten (10) million shares of additional common stock as a result of the exercise of a stock purchase warrant in exchange of payment of $2,000,000 of recourse debt. 5. SUBSEQUENT EVENTS Subsequent to June 30, 1999, the Company formalized a strategic investment/alliance with a South African manufacturer and New Africa Opportunity Fund "NAOF" whereby a series of preferred stock of Chancellor Corporation may be issued in exchange for a minority interest in the South African company. 5 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Three Month Period Ended June 30, 1999 vs. June 30, 1998 Revenues. Total revenues for the three-month period ended June 30, 1999 was $15,834,000 as compared to $1,418,000 for the corresponding prior period, an increase of $14,416,000 or 1,016.6%. For the three-month period ended June 30, 1999, transportation equipment sales were $14,223,000 as compared to $481,000 for the corresponding prior period, an increase of $13,742,000 or 2,857%. This significant revenue stream from transportation equipment sales is primarily attributable to sales of used transportation equipment through the operating activities of the Company's wholly owned subsidiary, Chancellor Asset Management Inc. ("CAM"). CAM's used transportation equipment retail and wholesale business units accounted for approximately $13,310,000 of used transportation equipment sales. CAM's revenues from the sales of used transportation equipment for the three month period ended June 30, 1999 increased by $2,873,000 or 27.5% as compared to the corresponding period for 1998. The increase in revenues provided by CAM is primarily a result of its six different retail sales centers located in Atlanta, Georgia; Elizabeth, New Jersey; Kansas City, Missouri; Orlando, Florida; Pompano Beach, Florida; and Richmond, Virginia. For the three-month period ended June 30, 1999, rental income increased by $26,000 or 9% to $316,000 as compared to $290,000 for the corresponding prior period. The increase in rental income is attributable primarily to the addition to the Company's portfolio of transportation equipment. For the three month period ended June 30, 1999, lease underwriting income decreased by $17,000 or 50% to $17,000 as compared to $34,000 for the corresponding prior period and direct finance lease income decreased by $3,000 or 9.7% to $28,000 as compared to $31,000 for the corresponding prior period. The Company is continuing the process of rebuilding its lease origination business to stimulate future growth in this area. For the three-month period ended June 30, 1999, interest income increased by $456,000 or 3,257.1% to $470,000 as compared to $14,000 for the corresponding prior period. The increase is primarily attributable to interest earned in connection with the Company's investments. For the three-month period ended June 30, 1999, gains from portfolio remarketing increased by $96,000 or 42.3% to $323,000 as compared to $227,000 for the corresponding prior period. The increase in gains from portfolio remarketing is attributable to the increase in portfolio assets acquired in connection with the purchase of several leases from trust portfolios administered by the Company, which were made available for sale upon termination of certain leases. For the three-month period ended June 30, 1999, fees from remarketing activities increased by $132,000 or 42.0% to $446,000 as compared to $314,000 for the corresponding prior period. This increase is attributable, in part, to the Company's efforts to promote its remarketing services on a third party basis. For the three-month period ended June 30, 1999, other income decreased by $16,000 or 59.3% to $11,000 as compared to $27,000 for the corresponding prior period. Costs and Expenses. Total costs and expenses for the three-month period ended June 30, 1999 was $15,271,000 as compared to $1,384,000 for the corresponding prior period, an increase of $13,888,000 or 1,003.5%. The significant increase is primarily a result of the costs associated with sales of transportation equipment. The cost of transportation equipment sales for the three-month period ended June 30, 1999 was $11,500,000 as compared to $362,000 for the corresponding prior period, an increase of $11,138,000 or 3,076.8%, and resulted in an overall gross margin of 19.1%. Selling, general and administrative expenses for the three-month period ended June 30, 1999 was $3,135,000 as compared to $883,000 for the corresponding prior period, an increase of $2,253,000 or 255.2%. Approximately $1,900,000 of the increase in selling, general and administrative expenses for the three-month period ended June 30, 1999 is a result of normal operating expenses incurred by CAM and CAM's newly acquired retail and wholesale business unit, Tomahawk, whose operations were consolidated with the Company's as of the August 1, 1998 acquisition date. Net of the effect of the CAM expenses, selling, general and administrative expenses increased to $1,236,000 for the three-month period ended June 30, 1999 as compared to $883,000 for the corresponding prior period, an increase of $353,000 or 40.0%. The increase in selling, general and administrative expenses reflects the effect of the Company's growth strategy implementation that included, in part, significant costs associated with the addition of senior management, sales and staff personnel. 6 Interest expense for the three-month period ended June 30, 1999 was $262,000 as compared to $19,000 for the corresponding prior period, an increase of $243,000 or 1,278.9%. This increase is primarily a result of increased interest expense associated with CAM's revolving credit line with a financial institution utilized for inventory floor planning and interest accrued on the Company's recourse debt. Depreciation and amortization expense for the three-month period ended June 30, 1999 was $374,000 as compared to $120,000 for the corresponding prior period, an increase of $254,000 or 211.7%. The increase is primarily due to the amortization of intangible assets associated with the acquisition of Tomahawk by CAM, as well as the depreciation of additions to the Company's portfolio of leased transportation equipment. Net Income. Net income for the three-month period ended June 30, 1999 was $549,000 as compared to $34,000 for the corresponding prior period, an increase of $515,000 or 1,514.7%. The increase in net income is attributable to the significant increase in revenues, primarily from the retail and wholesale of used transportation equipment, the buy-out of leases from trust portfolios, and continued improvements in the containment of costs. Net income per share was $0.01 per share (both basic and diluted) for the three-month period ended June 30, 1999 as compared to $0.00 per share (both basic and diluted) for the corresponding prior period. Six Month Period Ended June 30, 1999 vs. June 30, 1998 Revenues. Total revenues for the six-month period ended June 30, 1999 was $29,223,000 as compared to $2,423,000 for the corresponding prior period, an increase of $26,800,000 or 1,105.1%. For the six-month period ended June 30, 1999, transportation equipment sales were $26,490,000 as compared to $972,000 for the corresponding prior period, an increase of $25,518,000 or 2,625.3%. This significant revenue stream from transportation equipment sales is primarily attributable to sales of used transportation equipment through the operating activities of the Company's wholly owned subsidiary, Chancellor Asset Management Inc. ("CAM"). CAM's used transportation equipment retail and wholesale business unit accounted for approximately $24,107,000 of used transportation equipment sales. CAM's revenues from the sales of used transportation equipment for the six-month period ended June 30, 1999 increased by $5,307,000 or 28.2% as compared to the corresponding period for 1998. The increase in revenues provided by CAM is primarily a result of its six different retail sales centers located in Atlanta, Georgia; Elizabeth, New Jersey; Kansas City, Missouri; Orlando, Florida; Pompano Beach, Florida; and Richmond, Virginia. For the six-month period ended June 30, 1999, rental income increased by $363,000 or 88.3% to $774,000 as compared to $411,000 for the corresponding prior period. The increase in rental income is attributable primarily to the addition to the Company's portfolio of transportation equipment. For the six-month period ended June 30, 1999, lease underwriting income decreased by $7,000 or 20.6% to $27,000 as compared to $34,000 for the corresponding prior period and direct finance lease income decreased by $25,000 or 37.3% to $42,000 as compared to $67,000 for the corresponding prior period. The Company is continuing the process of rebuilding its lease origination business to stimulate future growth in this area. For the six-month period ended June 30, 1999, interest income increased by $519,000 or 1,621.9% to $551,000 as compared to $32,000 for the corresponding prior period. The increase is primarily attributable to interest earned in connection with the Company's investments. For the six-month period ended June 30, 1999, gains from portfolio remarketing increased by $266,000 or 86.4% to $574,000 as compared to $308,000 for the corresponding prior period. The increase in gains from portfolio remarketing is attributable to the increase in portfolio assets acquired in connection with the purchase of several leases from trust portfolios administered by the Company, which were made available for sale upon termination of certain leases. For the six-month period ended June 30, 1999, fees from remarketing activities increased by $129,000 or 23.3% to $683,000 as compared to $554,000 for the corresponding prior period. This increase is attributable, in part, to the Company's efforts to promote its remarketing services on a third party basis. For the six-month period ended June 30, 1999, other income increased by $37,000 or 82.2% to $82,000 as compared to $45,000 for the corresponding prior period. The increase is primarily attributable to the recovery of approximately $67,000 of fees from a former lessee of the Company. 7 Costs and Expenses. Total costs and expenses for the six-month period ended June 30, 1999 was $28,493,000 as compared to $2,363,000 for the corresponding prior period, an increase of $26,130,000 or 1,105.8%. The significant increase is primarily a result of the costs associated with sales of transportation equipment. The cost of transportation equipment sales for the six-month period ended June 30, 1999 was $21,372,000 as compared to $669,000 for the corresponding prior period, an increase of $20,703,000 or 3,094.6%, and resulted in an overall gross margin of 19.3%. Selling, general and administrative expenses for the six-month period ended June 30, 1999 was $5,941,000 as compared to $1,419,000 for the corresponding prior period, an increase of $4,523,000 or 318.7%. For the six-month period ended June 30, 1999, selling, general and administrative expenses included recovered reimbursable trust administration costs of approximately $578,000 as compared to $558,000 for the corresponding prior period. Approximately $3,535,000 of the increase in selling, general and administrative expenses for the three-month period ended June 30, 1999 is a result of normal operating expenses incurred by CAM and CAM's newly acquired retail and wholesale business unit, Tomahawk, whose operations were consolidated with the Company's as of the August 1, 1998 acquisition date. Net of the reimbursable trust administration costs and the effect of the CAM expenses, selling, general and administrative expenses increased to $2,985,000 for the six-month period ended June 30, 1999 as compared to $2,917,000 for the corresponding prior period, an increase of $68,000 or 2.3%. This nominal increase in selling, general and administrative expenses reflects the effect of the Company's growth strategy implementation that included, in part, significant costs associated with the addition of senior management and staff personnel while continuing to improve the containment of other costs. Interest expense for the six-month period ended June 30, 1999 was $445,000 as compared to $40,000 for the corresponding prior period, an increase of $405,000 or 1,012.5%. This increase is primarily a result of increased interest expense associated with CAM's revolving credit line with a financial institution utilized for inventory floor planning and interest accrued on the Company's recourse debt. Depreciation and amortization expense for the six-month period ended June 30, 1999 was $734,000 as compared to $235,000 for the corresponding prior period, an increase of $499,000 or 212.3%. The increase is primarily due to the amortization of intangible assets associated with the acquisition of Tomahawk by CAM. Net Income. Net income for the six-month period ended June 30, 1999 was $675,000 as compared to $60,000 for the corresponding prior period, an increase of $615,000 or 1,025%. The increase in net income is attributable to the significant increase in revenues, primarily from the retail and wholesale of used transportation equipment, the buy-out of leases from trust portfolios, and continued improvements in the containment of costs. Net income per share was $0.01 per share (both basic and diluted) for the six-month period ended June 30, 1999 as compared to $0.00 per share (both basic and diluted) for corresponding prior period. LIQUIDITY AND CAPITAL RESOURCES The Company recognized a net increase in cash and cash equivalents for the six-month period ended June 30, 1999 of $525,000. Operating activities provided cash of $1,852,000 during the six-month period ended June 30, 1999 and is primarily a result of increased sales of used transportation equipment inventory, an increase in deferred revenue associated with the addition to the Company's portfolio of certain equipment acquired in connection with the purchase of several equipment lease portfolios, and offset by increases in accounts receivables. Investing activities used cash of $4,294,000 during the six-month period ended June 30, 1999 and is primarily a result of the acquisition of a portfolio of operating leases valued at approximately $1,977,000 and $4,328,000 related to the acquisition of distribution rights of vehicles manufactured by Afinta Motor Corporation (Pty) Ltd. ("AMC"). As of the six-month period ended June 30, 1999, the acquisition of the distribution rights was partially offset by a $2,645,000 decrease in deferred finance and acquisition costs. Financing activities provided cash of $2,967,000 during the six-month period ended June 30, 1999 and is primarily the result of the exercise of a Stock Purchase Warrant for an aggregate of Ten Million (10,000,000) shares of the Common Stock, $.01 par value, of the Company at the exercise price of $.20 per share by Vestex Capital Corporation, the Company's majority shareholder. Additionally, the Company incurred a net increase in recourse debt of approximately $2,511,000 primarily as a result of a loan from a financing institution. Cash and cash equivalents were $1,169,000 at June 30, 1999 as compared to $644,000 at December 31, 1998, an increase of $525,000 or 81.5%. 8 In connection with the purchase of certain transportation equipment (the "Equipment") on lease to certain lessees, the Company entered into a $2,500,000 loan agreement (the "Loan") with a financial institution (the "Lender") in March 1999. The Loan provides for the payment of twenty-four equal monthly installments, beginning May 1, 1999, of principal in the approximate amount of $104,000 and interest at 3.75% plus the average of the one (1) and two (2) month London Interbank Offered Rates. In addition, proceeds from the sale of the Equipment will be paid to the Lender as additional principal reduction up to $1,034,000. In connection with the Loan, the lender retained $300,000 to secure repayment of the Loan. The Loan is secured by all of the Equipment and the lease contracts specifically associated with this transaction. The Company also maintains a revolving line of credit agreement with a financial institution whereby CAM can borrow up to $7,500,000 to floor plan used transportation equipment inventory. The balance outstanding under this revolving line of credit agreement is approximately $6,393,000 as of June 30, 1999. In addition, during 1998, CAM entered into a special purpose financing agreement with the same institution to floor plan additional used transportation equipment inventory in the approximate amount of $4,500,000. The balance outstanding under this special purpose financing agreement is approximately $1,877,000 as of June 30, 1999. The Company's ability to underwrite equipment lease transactions is largely dependent upon the availability of short-term warehouse lines of credit. Management is engaged in continuing dialogue with several inventory lenders which appear to be interested in providing the Company with warehouse financing. If the Company experiences delays in putting warehouse facilities in place, the Company transacts deals by coterminous negotiation of lease transactions with customers and financing with institutions upon which it obtains a fee as the intermediary of up to 3% of the amount of financing. The remarketing, retailing and wholesaling of equipment has played and will continue to play a vital role in the Company's operating activities. In connection with the sale of lease transactions to investors, the Company typically is entitled to share in a portion of the residual value realized upon remarketing. Successful remarketing of the equipment is essential to the realization of the Company's interest in the residual value of its managed portfolio. It is also essential to the Company's ability to recover its original investment in the equipment in its own portfolios and to recognize a return on that investment. The Company has found that its ability to remarket equipment is affected by a number of factors. The original equipment specifications, current market conditions, technological changes, and condition of the equipment upon its return all influence the price for which the equipment can be sold or re-leased. The Company plans to dedicate substantial resources toward the further development and improvement of its remarketing, retailing and wholesaling capabilities. The Company's strategy is to further capitalize upon its remarketing expertise by continuing to develop its ability to sell remarketing services to other lessors, fleet owners, and lessees. The Company plans also to create a dealer capability under which the Company would buy and resell fleet equipment. The Company anticipates expanding its used transportation equipment retail and wholesale capabilities through the addition of retail centers geographically through internal growth and acquisitions. The Company's retail and wholesale capabilities have been greatly improved through CAM's strategic acquisition of Tomahawk. This improved capability will be used as a competitive advantage that will enable the Company to provide a "total holding cost" concept when competing for new lease origination deals. The Company's retail and wholesale business unit will provide improved outlets for other lessors, financial institutions, and fleet owners to dispose of used transportation equipment and sources of quality used transportation equipment for fleet owners and owner-operators. The Company will also aggressively promote its Internet capabilities to further promote its business activities and as an e-commerce tool. In August 1997, the Company committed to make a $1 million equity investment in the New Africa Opportunity Fund, LP ("NAOF"). NAOF is a $120 million investment fund composed of $40 million from equity participants including the Company, and $80 million in debt financing provided by the Overseas Private Investment Corporation ("OPIC"), an independent U.S. government agency. The purpose of the fund is to make direct investments in emerging companies throughout Africa. As of June 30, 1999, the Company had funded approximately $400,000 and is obligated to provide additional funding in the approximate amount of $600,000. The Company has additionally invested approximately $1,475,000 into one of NAOF's portfolio investee companies. Subsequent to June 30, 1999, the Company formalized a strategic investment/alliance with a South African manufacturer and New Africa Opportunity Fund "NAOF" whereby a series of preferred stock of Chancellor Corporation may be issued in exchange for a minority interest in the South African company. 9 The Company's renewal or replacement of expired lines, its expected access to the public and private securities markets, both debt and equity, anticipated new lines of credit (both short-term and long-term and recourse and non-recourse), anticipated long-term financing of individual significant lease transactions, and its estimated cash flows from operations are anticipated to provide adequate capital to fund the Company's operations for the next twelve months. Although no assurances can be given, the Company expects to be able to renew or timely replace expired lines of credit, to expand currently existing lines for inventory floor planning, to continue to have access to the public and private securities markets, both debt and equity, and to be able to enter into new lines of credit and individual financing transactions. The Company is in the final stages of negotiation with several significant financial institutions, whereby the Company could potentially gain access to substantial funding which would enable the Company to accelerate the redevelopment of its lease origination business. IMPACT OF THE YEAR 2000 ISSUE The Company has commenced efforts to assess and where required, remediate, issues associated with Year 2000 ("Y2K") issues. Generally defined, Y2K issues arise from computer programs which use only two digits to refer to the year and which may experience problems when the two digits become "00" in the year 2000. In addition, imbedded hardware microprocessors may contain time and two-digit year fields in executing their functions. Much literature has been devoted to the possible effects such programs may experience in the Year 2000, although significant uncertainty exists as to the scope and effect the Y2K issues will have on industry and the Company. The Company has recognized the need to address the Y2K issue in a comprehensive and systematic manner and has taken steps to assess the possible Y2K impact on the Company. Although the Company has not completed a 100% assessment of all its information technology ("IT") and non-IT systems for Y2K issues, the Company has completed its assessment of all mission-critical systems. All mission-critical systems and most of the major applications and hardware have been assessed to determine the Y2K impact and a plan is in place for timely resolution of potential issues. In 1998, the Company developed a strategic plan to identify the IT systems needed to accomplish the Company's overall growth plans. As part of this process, Y2K issues were considered and addressed by the Company's senior management and MIS personnel. Although this plan was intended to modernize the IT systems, compliance with Y2K requirements were incorporated. The cost of bringing the Company in full compliance should not result in a material increase in the recent levels of capital spending or any material one-time expenses. The Company has spent approximately $160,000 in modernizing its IT system, including compliance with Y2K requirements. The Company anticipates spending approximately $200,000 during fiscal 1999 to complete the modernization of its IT system. The failure of either the Company, its vendors or clients to correct the systems affected by Y2K issues could result in a disruption or interruption of business operations. The Company uses computer programs and systems in a vast array of its operations to collect, assimilate and analyze data. Failure of such programs and systems could affect the Company's ability to track assets under lease and properly bill. Although the Company does not believe that any of the foregoing worst-case scenarios will occur, there can be no assurance that unexpected Y2K problems of the Company's and its vendors' and customer's operations will not have a material adverse effect on the Company. 10 While it is difficult to classify our state of readiness, we believe that our internal plans should have the Company ready by the end of 1999 to avoid any material Y2K issues. We are in the process of completing the assessment, testing systems and developing contingency plans. Management is in constant communication with its IT personnel and has made and will continue to make reports to the Company's Board of Directors. The preceding discussion contains forward looking information within the meaning of Section 21E of the Exchange Act. This disclosure is also subject to protection under the Year 2000 Information and Readiness Disclosure Act of 1998, Public Law 105-271, as a "Year 2000 Statement" and "Year 2000 Readiness Disclosure" as defined therein. Actual results may differ materially from such projected information due to changes in the underlying assumptions. POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS The Company's future quarterly operating results and the market price of its stock may fluctuate. In the event the Company's revenues or earnings for any quarter are less than the level expected by securities analysts or the market in general, such shortfall could have an immediate and significant adverse impact on the market price of the Company's stock. Any such adverse impact could be greater if any such shortfall occurs near the same time of any material decrease in any widely followed stock index or in the market price of the stock of one or more public equipment leasing companies or major customers or vendors of the Company. The Company's quarterly results of operations are susceptible to fluctuations for a number of reasons, including, without limitation, as a result of sales by the Company of equipment it leases to its customers. Such sales of equipment, which are an ordinary but not predictable part of the Company's business, will have the effect of increasing revenues, and, to the extent sales proceeds exceeds net book value, net income, during the quarter in which the sale occurs. Furthermore, any such sale may result in the reduction of revenue, and net income, otherwise expected in subsequent quarters, as the Company will not receive lease revenue from the sold equipment in those quarters. Given the possibility of such fluctuations, the Company believes that comparisons of the results of its operations to immediately succeeding quarters are not necessarily meaningful and that such results for one quarter should not be relied upon as an indication of future performance. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Quarterly Report on Form 10-QSB contains certain "Forward-Looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995 and information relating to the Company and its subsidiaries that are based on the beliefs of the Company's management as well as assumptions used in this report, the words "anticipate," "believe," "estimate," "expect," and "intend" and words or phrases of similar import, as they relate to the Company or its subsidiaries or the Company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitation, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introduction and acceptance, technology changes and changes in industry conditions. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not intend to update these forward-looking statements. 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is involved in routine legal proceedings incidental to the conduct of its business. Management believes that none of these legal proceedings will have a material adverse effect on the financial condition or operations of the Company. Item 2. Changes in Securities None Item 3. Defaults Under Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders On May 7, 1999, the Board of Directors caused to be distributed to stockholders of record as of April 23, 1999, a Notice of Annual Meeting of Stockholders, Proxy and Proxy Statement for the Annual Meeting held on June 25, 1999. As of the record date, 43,365,536 shares of Common Stock and 5,000,000 shares of Series AA Preferred Stock were entitled to vote. For all matters presented, the Common Stock and Series AA Preferred Stock voted as a single class. At the meeting, the stockholders acted upon the following proposals: (i) to elect three (3) directors to hold office until their successors shall be elected and shall have qualified; (ii) to approve an amendment to the Company's By-laws to make certain changes to improve the efficiency of the operation of the Company by the Board of Directors and to afford the Board greater latitude and flexibility in the management of the Company; (iii) to approve an amendment to the Company's 1997 Stock Option Plan increasing the number of shares reserved under the plan from 4,000,000 to 7,500,000; and (iv) to ratify the selection by the Board of Directors of Metcalf, Rice, Fricke and Davis as the Company's independent public accountants for fiscal 1999. All of the above matters were approved by the stockholders. Votes "For" represent affirmative votes and do not represent abstentions or broker non-votes. In cases where a signed proxy was submitted without direction, the shares represented by the proxy were voted "For" each proposal in the manner disclosed in the Proxy Statement and Proxy. The voting results were as follows:
Proposal No. 1: Election of Directors: Director Nominee For % Withheld % ---------- ------ --------- ----- --------- ----- M. Rea Brookings 41,400,922 99.99% 4,383 0.01% Rudolph Peselman 39,565,922 95.56% 1,839,383 4.44% Franklyn E. Churchill 41,400,922 99.99% 4,383 0.01% Proposal No. 2: Approval of an Amendment to the Company's By-Laws For % Against % Abstain % ---------- ------ --------- ----- --------- ----- 39,486,969 95.37% 83,873 0.20% 1,834,463 4.43% ---------- ------ --------- ----- --------- ----- 12 Proposal No. 3: Approval of an Amendment to the 1997 Stock Option Plan For % Against % Abstain % ---------- ------ --------- ----- --------- ----- 41,279,163 99.70% 124,616 0.30% 1,526 0.00% ---------- ------ --------- ----- --------- ----- Proposal No. 4: Ratification of Auditors For % Against % Abstain % ---------- ------ --------- ----- --------- ----- 41,304,100 99.76% 45,862 0.11% 55,343 0.13% ---------- ------ --------- ----- --------- -----
Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 3(ii) By-laws of the Company, as amended by the Board of Directors of the Company in April 1999, and approved by the Stockholders of the Company on June 25, 1999 (incorporated by reference to Exhibit A to the Company's Proxy Statement dated May 7, 1999 on Form DEF 14A). THE ENCLOSED FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF CHANCELLOR CORPORATION FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 27 Financial Data Schedule for period ended June 30, 1999. (b) Reports on Form 8-K: 1.) Current Report on Form 8-K, dated February 10, 1999. 2.) Current Report on Form 8-K, dated March 4, 1999. 3.) Current Report on Form 8-K/A, dated March 22, 1999. 4.) Current Report on Form 8-K/A, dated April 13, 1999. 5.) Current Report on Form 8-K/A, dated July 9, 1999. 13 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. CHANCELLOR CORPORATION /s/ Brian M. Adley --------------------- Brian M. Adley Chairman of the Board and Director (Principle Executive Officer) /s/ Franklyn E. Churchill ---------------------------- Franklyn E. Churchill President, Chief Operating Officer and Director /s/ Jonathan C. Ezrin ------------------------ Jonathan C. Ezrin Corporate Controller (Principle Accounting Officer) Date: August 13, 1999 14 EX-27 2
5 1 3-MOS DEC-31-1999 APR-01-1999 JUN-30-1999 1169 0 6027 0 10389 0 2418 (1463) 36052 0 0 533 0 50 0 36052 15834 15834 11500 15271 0 0 262 563 14 549 0 0 0 549 .01 .01
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