-----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, ACWRqy3lfzr22qK3IL7whdMXq/EDTBSgb6K8cLi549iED9+xRc1f6ONIeXZfbP0D jwHlHtB5qx5gWjorP9bUWQ== 0001015402-00-000132.txt : 20000202 0001015402-00-000132.hdr.sgml : 20000202 ACCESSION NUMBER: 0001015402-00-000132 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 20000118 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/A SEC ACT: SEC FILE NUMBER: 000-11663 FILM NUMBER: 508839 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 Small Business Issuer) 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 (Issuer's telephone number, including area code) Check mark whether the Issuer: (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 Issuer 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 April 30, 1999, 43,365,536 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 April 30, 1999 was approximately $9,060,000. Aggregate market value of the total voting stock of the issuer as of April 30, 1999 was approximately $27,103,000. CHANCELLOR CORPORATION AND SUBSIDIARIES Page Part I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets as of March 31, 1999 and December 31, 1998 2 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 1999 and 1998 3 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 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 9 Part II. Other Information 13 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 Item 7. Exhibit 11 - Computation of earnings per share. Signatures 14 1
CHANCELLOR CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands, Except per Share Data) MARCH 31, DECEMBER 31, 1999 1998 ---------- ------------ (unaudited) ASSETS Cash and cash equivalents $ 1,014 $ 612 Receivables, net 4,053 2,880 Inventory 10,201 36 Net investment in direct finance leases 306 359 Equipment on operating lease, net of accumulated depreciation of $2,344 and $2,351 2,154 702 Residual values, net 205 219 Furniture and equipment, net of accumulated depreciation of $1,380 and $1,221 917 807 Other investments 1,000 1,000 Intangibles, net 2,710 111 Other assets, net 2,078 1,460 ---------- ----------- Total Assets $ 24,638 $ 8,186 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 5,402 $ 3,572 Deferred reimburseable expenses 848 1,068 Indebtedness: Revolving credit line 8,720 --- Notes -payable 740 --- Nonrecourse 765 889 Recourse 2,926 295 ----------- ------------- Total liabilities $ 19,401 $ 5,824 ----------- ------------- Stockholders' equity: Preferred 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, 43,344,493 and 38,541,895 shares issued and outstanding 433 385 Additional paid-in capital 32,677 29,943 Accumulated deficit (27,923) (28,016) ----------- ------------ Total Stockholders' equity $ 5,237 $ 2,362 ========== ========== Total Liabilities and Stockholders' equity $ 24,638 $ 8,186 ========== ==========
The accompanying notes are an integral part of these condensed consolidated financial statements. 2
CHANCELLOR CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Data) THREE MONTHS ENDED MARCH 31, 1999 1998 ---------------- ---------- (unaudited) (unaudited) Revenues: Transportation equipment sales $ 8,968 $ ---- Rental income 458 96 Lease underwriting income 10 9 Direct finance lease income 15 36 Interest income 80 18 Gains from portfolio remarketing 251 82 Fees from remarketing activities 237 423 Other income 71 18 ---------------- ---------- Total Revenue $ 10,090 $ 682 =============== ========== Costs and Expenses: Cost of transportation equipment sales $ 7,089 $ ---- Selling, general and administrative 2,507 530 Interest expense 66 21 Depreciation and amortization 313 104 ---------------- ---------- Total Costs and Expenses 9,975 655 ---------------- ---------- Earnings Before Taxes on Income $ 115 $ 27 Provision for income taxes 22 ---- ---------------- ---------- Net income $ 93 $ 27 =============== ========== Basic net income per share $ .00 $ .00 =============== ========== Diluted net income per share $ .00 $ .00 =============== ========== Shares used in computing basic net income per share 43,240,194 25,403,127 =============== ========== Shares used in computing diluted net income per share 62,703,596 25,403,127 =============== ==========
The accompanying notes are an integral part of these condensed consolidated financial statements. 3
CHANCELLOR CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) THREE MONTHS ENDED MARCH 31, 1999 1998 ----------------- ------------ (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 93 $ 27 ----------------- ------------ Adjustments to reconcile net income to net cash used by operating activities: Depreciation and amortization 313 104 Residual value estimate realizations and reductions, net of additions 14 17 Changes in assets and liabilities: (Increase) decrease in receivables (601) 370 (Increase) in inventory (282) ---- Increase (decrease) in accounts payable and accrued expenses 784 (265) Decrease in deferred reimbursable expenses (220) ---- ----------------- ------------ $ 8 $ 226 ----------------- ------------ Net cash (used) provided by operating activities $ 101 $ 253 ----------------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Net investments in direct finance leases ----------------- ------------ 53 $ (97) Equipment on operating lease (1,472) (442) Net change in cash restricted ---- 2,207 Additions to furniture and equipment, net (162) (40) Increase in intangibles (4) ---- Net change in other assets (618) (1,614) ----------------- ------------ Net cash (used) provided by investing activities $ (2,203) $ 14 ----------------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under revolving line of credit $ 186 $ ---- Increase in notes payable 27 ---- Borrowings with recourse 3,000 ---- Repayments of indebtedness - nonrecourse (117) (88) Repayments of indebtedness - recourse (369) (32) Cost of issuance of common stock related to acquisition (223) ---- ----------------- ------------ Net cash provided (used) by financing activities $ 2,504 $ (120) Net increase in cash and cash equivalents $ 402 $ 147 Cash and cash equivalents at beginning of period 612 97 ----------------- ------------ Cash and cash equivalents at end of period $ 1,014 $ 244 ================ ============= Cash paid for interest $ 64 $ 21 ================ =============
The accompanying notes are an integral part of these condensed consolidated financial statements. 4 CHANCELLOR CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited interim 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. The unaudited interim condensed consolidated financial statements include the accounts of Chancellor Corporation and each of its subsidiaries ("company's"). 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. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, based upon the best information available, in recording transactions resulting from business operations. 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-A for the year ended December 31, 1998. The balance sheet at December 31, 1998 has been derived from the audited consolidated financial statements included in the Annual Report on Form 10-KSB-A. The results for the interim period ended March 31, 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"). 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 security 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. BUSINESS ACQUISITION Chancellor Asset Management Inc. ("CAM"), a wholly owned subsidiary of the Company, entered into a Management Agreement dated August 1, 1998, as amended August 17, 1998, with M.R.B. Inc., a Georgia corporation d/b/a Tomahawk Truck Sales; Tomahawk Truck & Trailer Sales, Inc., a Florida corporation; Tomahawk Truck & Trailer Sales of Virginia, Inc., a Virginia corporation; and Tomahawk Truck & Trailer Sales of Missouri, Inc., a Missouri corporation (collectively "Tomahawk"). The Management Agreement provided CAM with effective control of Tomahawk's operations as of August 1, 1998. Subsequently, CAM acquired all of the outstanding capital stock of Tomahawk from the two (2) sole shareholders (the "Selling Shareholders") pursuant to a Stock Purchase Agreement (the "Agreement") dated January 29, 1999. The acquisition of MRB, Inc. was accounted for under the purchase method of accounting. As previously reported in the April, 1999 10-K, the purchase price paid by CAM consisted of 4,500,000 shares of Common Stock of Chancellor valued at $.96 cents per share. The excess purchase price of $2,600,000 as of January, 1999 consisted of said shares valued at $.65 cents per share, less change in net worth, which has been allocated between a covenant not to compete, customer database files, and goodwill which will be amortized in the beginning of February, 1999 over a period of five to twenty years. Results of operations of Tomahawk after the acquisition date are included in the March 31, 1999 condensed consolidated statements of operations. The following proforma information has been prepared assuming that this acquisition had taken place at the beginning of the respective periods. The proforma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed dates. 5 CHANCELLOR CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
QUARTER ENDED MARCH 31 1999 1998 ---------- --------- (In Thousands, except earnings per share amounts) Net revenue $ 13,390 $ 9,047 Net income before taxes 119 103 Net income after taxes 113 73 Net income (loss) per common share .00 .00
4. NEW ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 is effective for years beginning after June 15, 2000. The standard requires that all derivatives be recorded as an asset or liability, at estimated fair value, regardless of the purpose or intent for holding the derivative. If a derivative is not utilized as a hedge, all gains or losses from the change in the derivative's estimated fair value are recognized in earnings. The gains or losses from the change in estimated fair value of certain derivatives utilized as hedges are recognized in earnings or other comprehensive income depending on the type of hedge relationship. Due to the Company's limited use of derivatives, the Company expects that adoption of SFAS No. 133 will have an immaterial impact on the Company's consolidated financial position and results of operations. 5. OPERATING SEGMENTS The Company operates in two primary business segments: 1) Sales of transportation equipment and 2) Leasing activity, as follows (in thousands). The Company's Sales of Transportation Equipment division retails and wholesales used transportation equipment, primarily, tractors and trailers, through retail centers located throughout the country. Leasing activities include revenues generated under operating or direct financing leases. The Company also manages most of the leases it sells to investors and, when the original lease expires or terminates, remarkets the equipment for the benefit of the investors and the Company. Leases primarily involve transportation equipment, but also other equipment including material handling and construction equipment.
PERIODS ENDED MARCH 31, 1999 1998 ------------- --------- (in thousands) SALES OF TRANSPORTATION EQUIPMENT: Revenues $ 8,968 $ --- Cost and expenses: Cost of transportation equipment 7,089 --- Selling, general and administrative 1,474 --- Interest expense 33 --- Depreciation and amortization 11 --- ------------- --------- $ 8,607 $ --- Income from sales of transportation equipment before income taxes $ 361 $ --- Income taxes 22 --- ------------- --------- Income from sales of transportation equipment $ 339 $ --- Identifiable Assets $ 12,128 $ --- ============== ========= 6 CHANCELLOR CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) LEASING ACTIVITY - ---------------- Revenues: Leasing activity $ 971 $ 646 Interest income 80 18 Other income 71 18 ------------- --------- $ 1,122 $ 682 ------------- --------- Costs and expenses: Selling, general and administrative $ 1,033 $ 530 Interest expense 33 21 Depreciation and amortization 302 104 --------------- --------- $ 1,368 $ 655 --------------- --------- Income (loss) from leasing activity $ (246) $ 27 --------------- --------- Identifiable assets $ 9,800 $ 8,075 =============== ========= TOTAL COMPANY - ------------- Revenues: $ 10,090 $ 682 Cost and expenses: Cost of transportation equipment 7,089 --- Selling, general and administrative 2,507 530 Interest expense 66 21 Depreciation and amortization 313 104 --------------- --------- $ 9,975 $ 655 --------------- --------- Income before income taxes $ 115 $ 27 Income taxes 22 --- --------------- --------- Net Income $ 93 $ 27 ============== =========
7 CHANCELLOR CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 6. SUPPLEMENTAL CASH FLOW INFORMATION Effective January 29, 1999, the Company, through its wholly owned subsidiary, CAM, purchased a company known as Tomahawk. (see note 3)
(In Thousands) Fair Value of assets acquired $ 10,679 Fair Value of liabilities assumed (10,372) ---------------- 307 Fair Value of common stock issued 2,925 ---------------- Excess purchase price over fair value of assets acquired $ 2,618 ================
8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The results of operations in the previously reported 10-QSB, filed in May, 1999, included the effects of Tomahawk for the full three months ended March 31, 1999. Because of the change in the acquisition date from August, 1998 until January, 1999, this amended 10-QSB-A includes consolidated results of operations of Tomahawk for the two months ended March 31, 1999. Revenues. Total revenues for the three-month period ended March 31, 1999 were $10,090,000 as compared to $682,000 for the corresponding prior period, an increase of $9,408,000 or 1,379.5%. For the three-month period ended March 31, 1999, transportation equipment sales were $8,968,000 as compared to no sales for the corresponding prior period. This significant revenue stream from transportation equipment sales is primarily attributable to significant 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 $7,497,000 of used transportation equipment sales. CAM's revenues from the sales of used transportation equipment for the three month period ended March 31, 1999 increased to $8,968,000 as compared to no sales for the corresponding period for 1998. The increase in revenues provided by CAM is primarily a result of the Tomahawk purchase, which has retail outlets located throughout the country and has inventory for both retail and wholesale sales. Through CAM, the Company seeks to continue to expand its retail centers geographically. The Company also seeks to utilize the competitive advantage provided by its access to retail pricing for residual values of its leased equipment to increase competitiveness within the Company's lease origination business unit. For the three-month period ended March 31, 1999, rental income increased by $362,000 or 377.1% as compared to the corresponding prior period. The increase in rental income is attributable primarily to the addition to the Company's portfolio of certain equipment acquired in connection with the purchase of several leases from portfolios administered for trusts by the Company. For the three month period ended March 31, 1999, lease underwriting income increased by $1,000 or 11.1% and direct finance lease income decreased by $21,000 or 58.3%, both as compared to the corresponding prior period. This resulted in a net decrease in lease origination activity of $20,000 or 44.4%. The Company is in the final phase of its lease origination rebuilding process, having completed the addition of key senior management and sales personnel, and development of strategic alliances to provide future growth in this area. For the three-month period ended March 31, 1999, interest income increased by $62,000 or 344.4% as compared to the corresponding prior period. The increase is primarily attributable to interest earned in connection with the Company's investment of approximately $1,475,000 in a South Africa based manufacturer and lessor of transportation equipment. For the three-month period ended March 31, 1999, gains from portfolio remarketing increased by $169,000 or 206.1% as compared to 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 portfolios administered for trusts by the Company, which were made available for sale upon termination of certain leases. For the three-month period ended March 31, 1999, fees from remarketing activities decreased by $186,000 or 44.0% as compared to the corresponding prior period. This decrease is attributable, in part, to a diminishing level of portfolio assets owned by trusts available for remarketing from which the Company derives a significant portion of its remarketing fees. For the three-month period ended March 31, 1999, other income increased by $53,000 or 294.4% as compared to 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. Costs and Expenses. Total costs and expenses for the three-month period ended March 31, 1999 were $9,975,000 as compared to $655,000 for the corresponding prior period, an increase of $9,320,000 or 1,422.9%. The significant increase is primarily a result of the costs associated with sales of transportation equipment. The cost of transportation equipment sales was $7,089,000 for the three-month period ended March 31, 1999 and resulted in an overall gross margin of 21.0%. Selling, general and administrative expenses for the three-month period ended March 31, 1999 was $2,507,000 as compared to $530,000 for the corresponding prior period, an increase of $1,977,000 or 372.0%. For the three-month period ended March 31, 1999, selling, general and administrative expenses included recovered reimbursable trust administration costs of approximately $547,000 as compared to $415,000 for the corresponding prior period. Approximately $1,038,000 of the increase in selling, general and administrative expenses for the three-month period ended March 31, 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 beginning February, 1999. Before netting out the reimbursable trust administration costs and the effect of the CAM expenses, selling, general and administrative expenses increased to $2,016,000 for the three-month period ended March 31, 1999 as compared to $944,000 for the corresponding prior period, an increase of $1,072,000 or 113.1%. 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. 9 Interest expense for the three-month period ended March 31, 1999 was $66,000 as compared to $21,000 for the corresponding prior period, an increase of $45,000 or 214.3%. 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 March 31, 1999 was $313,000 as compared to $104,000 for the corresponding prior period, an increase of $209,000 or 201.0%. The increase is primarily due to the amortization of intangible assets associated with the Tomahawk purchase. Provision for income taxes for the three-month period ended March 31, 1999 was $22,000 as compared to zero for the corresponding prior period, an increase of $22,000 or 100%. The increase is primarily due to the taxes incurred by Tomahawk during the quarter. Net Income. Net income for the three-month period ended March 31, 1999 was $93,000 as compared to $27,000 for the corresponding prior period, an increase of $66,000 or 244.4%. 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 portfolios owned by trusts, and continued improvements in the containment of costs. Net income per share (basic and diluted) was $0.00 per share for the three-month periods ended March 31, 1999 and 1998. LIQUIDITY AND CAPITAL RESOURCES The Company recognized a net increase in cash and cash equivalents for the three-month period ended March 31, 1999 of $402,000. Operating activities provided cash of $101,000 during the three-month period ended March 31, 1999 and is primarily a result of increased sales of used transportation equipment inventory, normal increases in accounts payable associated with inventory and operating purchases, and offset by increases in accounts receivable. Investing activities used cash of $2,203,000 during the three-month period ended March 31, 1999 and is primarily a result of the acquisition of approximately $1,472,000 of net operating leases that were bought out from a trust and a $300,000 security deposit with a bank in connection with a loan agreement for $2,500,000 entered into between the Company and a financing institution. Financing activities provided cash of $2,504,000 during the three-month period ended March 31, 1999 and is primarily a result of a loan from a financing institution in the amount of $2,500,000. Cash and cash equivalents were $1,014,000 at March 31, 1999 as compared to $612,000 at December 31, 1998, an increase of $402,000 or 65.7%. The Company undertook a review of the portfolios it administers on behalf of trusts, including consultation with legal counsel and industry consultants, and determined that it had not been recovering costs associated with administering the trusts. Management's review determined that approximately $22,000,000 of costs for periods prior to 1997 had not been recovered from the trusts. The Company has recorded approximately $547,000 and $415,000 of cost recoveries in the three-month periods ended March 31, 1999 and 1998, respectively. 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"). 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 security 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. 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 $5,375,000 as of March 31, 1999. Prior to the acquisition, during 1998, CAM, through Tomahawk, 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 $2,780,000 as of March 31, 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 10 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 exploit 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 March 31, 1999, the Company had funded approximately $350,000 and is obligated to provide additional funding in the approximate amount of $650,000. The Company has additionally invested approximately $1,475,000 into one of NAOF's portfolio investee companies. The Company continues to negotiate further strategic opportunities with this investee company. 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. 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. 11 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. While it is difficult to classify our state of readiness, we believe that our internal plans have the Company ready for the year 2000 to avoid any material Y2K issues. We have completed the assessing, testing of systems, and the development of 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. 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-A 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. 12 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 None Item 5. Other Information Form 10-KSB for 1998 was amended January, 2000, primarily for the effects caused by the change in acquisition date of the Tomahawk subsidiary which was originally reported as of August, 1998. This transaction has been recorded as of January, 1999, the date of final closing in the revised 10-KSB-A and this 10-QSB-A. See 10-KSB-A for more information. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 10.1 Loan and Security Agreement No. 7622, dated March 31, 1999, by and between Phoenixcor, Inc., Chancellor Corporation and Chancellor Fleet Corporation. Filed with original 10-Q, May, 1999. 10.2 Pledge and Security Agreement, dated March 31, 1999, by and between Phoenixcor, Inc., Chancellor Corporation and Chancellor Fleet Corporation. Filed with original 10-Q, May, 1999. 10.3 Promissory Note to Loan and Security Agreement No. 7622, dated March 31, 1999, in the original principal amount of $2,500,000 from Chancellor Corporation to Phoenixcor, Inc. Filed with original 10-Q, May, 1999 THE ENCLOSED FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF CHANCELLOR CORPORATION FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 11 Computation of Earnings Per Share 27 Financial Data Schedule for period ended March 31, 1999. (b) Reports on Form 8-K: Current Report on Form 8-K, dated February 10, 1999 Current Report on Form 8-K, dated March 4, 1999 Current Report on Form 8-K/A, dated March 22, 1999 Current Report on Form 8-K/A, dated April 13, 1999 13 CHANCELLOR CORPORATION SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, issuer 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 /s/ Jonathan C. Ezrin ------------------------ Jonathan C. Ezrin Corporate Treasurer (Principle Accounting Officer) DATE: January 14, 2000 EX-11 2
EXHIBIT 11 CHANCELLOR CORPORATION AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE The following table reflects the calculation of the earninngs per share: Income Weighted Average Common Shares Outstanding (numerator) (denominator) in thousands, except share and per share data Quarter ended March 31, 1999: Earnings from operations $ 93 43,240,194 ================ ================ Basic earnings per common share $ 0.00 Effect of dilutive securities- Convertible preferred shares 0 5,000,000 Warrant - VCC 0 7,142,857 Vested Employee Options 0 163,402 --------------- ---------------- $ 93 55,546,453 ================ ================ Diluted earnings per common share $ 0.00 Quarter ended March 31,1998: Earnings from operations $ 27 25,403,127 ================ ================ Basic and diluted earnings per common share $ 0.00
EX-27.1 3
5 1000 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 1014 4255 4053 0 10201 1556 7306 3724 24638 19401 0 433 0 50 0 24930 10090 10090 7089 9975 0 0 66 115 22 93 0 0 0 93 0 0
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