MANHATTAN BRIDGE CAPITAL, INC - Quarter Report: 2010 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark One)
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended September
30,
2010
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the
transition period from ________________________________________ to
_________________________________________
Commission
File Number: 000-25991
MANHATTAN BRIDGE
CAPITAL, INC.
(Exact
name of registrant as specified in its charter)
New York
|
11-3474831
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
192 Lexington Avenue, New
York, New York 10016
(Address
of principal executive offices)
(212)
489-6800
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. x Yes ¨ No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). ¨ Yes ¨ No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨ (Do not check if a smaller
reporting company)
|
Smaller
reporting company
|
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). ¨ Yes x No
As of
October 27, 2010, the Issuer had a total of 3,324,459 shares of Common Stock,
$.001 par value, outstanding.
MANHATTAN
BRIDGE CAPITAL, INC.
TABLE OF
CONTENTS
Page
Number
|
||||
Part
I
|
FINANCIAL
INFORMATION
|
|||
Item
1.
|
Consolidated
Financial Statements
|
|||
Consolidated
Balance Sheets as of September 30, 2010 and December 31,
2009
|
2
|
|||
Consolidated
Statements of Operations for the Three and Nine Month Periods Ended
September 30, 2010 and 2009
|
3
|
|||
Consolidated Statements of Cash Flows for the Nine
Month Periods Ended September 30, 2010 and 2009
|
4
|
|||
Notes
to Consolidated Financial Statements
|
5
|
|||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
10
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
14
|
||
Item
4.
|
Controls
and Procedures
|
14
|
||
Part
II
|
OTHER INFORMATION
|
|||
Item
6.
|
Exhibits
|
14
|
||
SIGNATURES
|
15
|
|||
EXHIBITS
|
E-1
|
Forward
Looking Statements
This
report contains forward-looking statements within the meaning of section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Forward-looking statements are typically identified by the
words “believe,” “expect,” “intend,” “estimate” and similar
expressions. Those statements appear in a number of places in this
report and include statements regarding our intent, belief or current
expectations or those of our directors or officers with respect to, among other
things, trends affecting our financial condition and results of operations and
our business and growth strategies. These forward-looking statements
are not guarantees of future performance and involve risks and
uncertainties. Actual results may differ materially from those
projected, expressed or implied in the forward-looking statements as a result of
various factors (such factors are referred to herein as “Cautionary
Statements”), including but not limited to the following: (i) the
successful integration of new businesses that we may acquire; (ii) the success
of new operations which we have commenced and of our new business strategy;
(iii) our limited operating history in our new business; (iv) potential
fluctuations in our quarterly operating results; and (v) challenges facing us
relating to our growth. The accompanying information contained in
this report, including the information set forth under “Management’s Discussion
and Analysis of Financial Condition and Results of Operations”, identifies
important factors that could cause such differences. These
forward-looking statements speak only as of the date of this report, and we
caution potential investors not to place undue reliance on such
statements. We undertake no obligation to update or revise any
forward-looking statements. All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the Cautionary
Statements.
PART
I. FINANCIAL
INFORMATION
ITEM
1. CONSOLIDATED FINANCIAL
STATEMENTS
MANHATTAN
BRIDGE CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
|
September 30, 2010
|
December 31, 2009
|
||||||
(Unaudited)
|
(Audited)
|
|||||||
Assets | ||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 959,918 | $ | 707,449 | ||||
Investment
in marketable securities
|
— | 404,268 | ||||||
Total cash and cash equivalents and investment in
marketable securities at
fair value
|
959,918 | 1,111,717 | ||||||
Short
term loans
|
7,066,200 | 6,476,621 | ||||||
Interest
receivable on short term loans
|
69,314 | 60,207 | ||||||
Other
current assets
|
73,328 | 26,568 | ||||||
Total
current assets
|
8,168,760 | 7,675,113 | ||||||
Property
and equipment, net
|
3,184 | 5,458 | ||||||
Security
deposit
|
17,515 | 17,515 | ||||||
Investment
in privately held company, at cost
|
100,000 | 100,000 | ||||||
Total
assets
|
$ | 8,289,459 | $ | 7,798,086 | ||||
Liabilities
and Shareholders’ Equity
|
||||||||
Current
liabilities:
|
||||||||
Lines
of credit
|
$ | 300,000 | $ | — | ||||
Accounts
payable and accrued expenses
|
32,310 | 77,768 | ||||||
Deferred
origination fees
|
40,626 | 102,751 | ||||||
Income
taxes payable
|
145,513 | 162,182 | ||||||
Total
current liabilities
|
518,449 | 342,701 | ||||||
Commitments and
contingencies
|
||||||||
Shareholders’ equity: | ||||||||
Preferred
shares - $.01 par value; 5,000,000 shares authorized; no shares
issued
|
— | — | ||||||
Common
shares - $.001 par value; 25,000,000 authorized; 3,405,190 issued and 3,324,459
outstanding
|
3,405 | 3,405 | ||||||
Additional
paid-in capital
|
9,563,823 | 9,476,762 | ||||||
Treasury
stock, at cost- 80,731 shares
|
(241,400 | ) | (241,400 | ) | ||||
Accumulated
other comprehensive income
|
— | 123,823 | ||||||
Accumulated
deficit
|
(1,554,818 | ) | (1,907,205 | ) | ||||
Total
shareholders’ equity
|
7,771,010 | 7,455,385 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 8,289,459 | $ | 7,798,086 |
The
accompanying notes are an integral part of these consolidated financial
statements.
2
MANHATTAN
BRIDGE CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
(unaudited)
Three Months
Ended September 30,
|
Nine Months
Ended September 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Interest
income from short term loans
|
$ | 255,869 | $ | 235,249 | $ | 751,733 | $ | 632,864 | ||||||||
Origination
fees
|
50,593 | 53,359 | 160,932 | 137,304 | ||||||||||||
Total
Revenue
|
306,462 | 288,608 | 912,665 | 770,168 | ||||||||||||
Operating
costs and expenses:
|
||||||||||||||||
Interest
expense on lines of credit used
|
6,900 | — | 21,627 | — | ||||||||||||
General
and administrative expenses
|
182,855 | 148,164 | 507,382 | 453,267 | ||||||||||||
Total
operating costs and expenses
|
189,755 | 148,164 | 529,009 | 453,267 | ||||||||||||
Income
from operations
|
116,707 | 140,444 | 383,656 | 316,901 | ||||||||||||
Interest
and dividend income
|
177 | 3,581 | 4,342 | 19,419 | ||||||||||||
Realized
loss on marketable securities
|
— | — | — | (5,940 | ) | |||||||||||
Realized
gain (loss) on marketable securities that were previously marked
down
|
— | (8,004 | ) | 151,419 | 10,654 | |||||||||||
Total
other income (expense)
|
177 | (4,423 | ) | 155,761 | 24,133 | |||||||||||
Income
from operations before
income
tax expense
|
116,884 | 136,021 | 539,417 | 341,034 | ||||||||||||
Income
tax expense
|
(60,030 | ) | (52,428 | ) | (187,030 | ) | (111,831 | ) | ||||||||
Net
Income
|
$ | 56,854 | $ | 83,593 | $ | 352,387 | $ | 229,203 | ||||||||
Basic
and diluted net income per common share outstanding:
|
||||||||||||||||
—Basic
|
$ | 0.02 | $ | 0.03 | $ | 0.11 | $ | 0.07 | ||||||||
—Diluted
|
$ | 0.02 | $ | 0.03 | $ | 0.10 | $ | 0.07 | ||||||||
Weighted
average number of common shares outstanding
|
||||||||||||||||
—Basic
|
3,324,459 | 3,325,760 | 3,324,459 | 3,325,760 | ||||||||||||
—Diluted
|
3,380,406 | 3,333,628 | 3,371,971 | 3,327,364 |
The
accompanying notes are an integral part of these consolidated financial
statements.
3
MANHATTAN
BRIDGE CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended September 30,
|
||||||||
2010
|
2009
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$ | 352,387 | $ | 229,203 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
2,274 | 3,205 | ||||||
Non
cash compensation expense
|
59,099 | 61,280 | ||||||
Realized
loss on sale of marketable securities
|
— | 5,940 | ||||||
Realized
gain on marketable securities that were previously marked
down
|
(151,419 | ) | (10,654 | ) | ||||
Changes
in operating assets and liabilities:
|
||||||||
Interest
receivable on short term loans
|
(9,107 | ) | (39,523 | ) | ||||
Due
from purchaser
|
— | 23,881 | ||||||
Other
current and non current assets
|
(46,760 | ) | (19,630 | ) | ||||
Accounts
payable and accrued expenses
|
(17,496 | ) | (33,272 | ) | ||||
Deferred
origination fees
|
(62,125 | ) | 46,530 | |||||
Income
taxes payable
|
(16,669 | ) | 81,078 | |||||
Net
cash provided by operating activities
|
110,184 | 348,038 | ||||||
Cash
flows from investing activities:
|
||||||||
Proceeds
from sale of marketable securities, auction rate securities and annuity
contract
|
431,864 | 253,525 | ||||||
Issuance
of short term and long term loans
|
(3,912,500 | ) | (4,988,030 | ) | ||||
Collection
received from short term loans
|
3,322,921 | 3,585,463 | ||||||
Net
cash used in investing activities
|
(157,715 | ) | (1,149,042 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Use
of line of credit
|
300,000 | 156,582 | ||||||
Net
cash provided by financing activities
|
300,000 | 156,582 | ||||||
Net
increase (decrease) in cash
|
252,469 | (644,422 | ) | |||||
Cash
and cash equivalents, beginning of the year
|
707,449 | 884,296 | ||||||
Cash
and cash equivalents, end of period
|
$ | 959,918 | $ | 239,874 | ||||
Supplemental
Cash Flow Information:
|
||||||||
Taxes
paid during the period
|
$ | 203,669 | $ | 30,753 | ||||
Interest
paid during the period
|
$ | 21,627 | $ | 746 | ||||
Non-cash
investing
and financing activities:
|
||||||||
Forgiveness
of debt
|
$ | 27,961 | $ | — |
The
accompanying notes are an integral part of these consolidated financial
statements.
4
MANHATTAN
BRIDGE CAPITAL, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
1.
|
THE
COMPANY
|
The
accompanying unaudited consolidated financial statements of Manhattan Bridge
Capital, Inc., a New York corporation, and its consolidated subsidiaries DAG
Funding Solutions, Inc., a wholly-owned subsidiary and a New York corporation,
and DAG Interactive, Inc. (“DAG Interactive”), a 80% owned subsidiary and a
Delaware corporation (collectively referred to herein as “Manhattan Bridge
Capital” “we”, “us” “our” or “the Company”) have been prepared by the
Company in accordance with U.S. generally accepted accounting principles for
interim financial information and with instructions to Form
10-Q. Accordingly, they do not include all of the information and
footnotes required by U.S. generally accepted accounting principles for complete
financial statements. However, in the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. The accompanying unaudited
consolidated financial statements should be read in conjunction with the
Company’s audited consolidated financial statements for the year ended December
31, 2009 and the notes thereto included in the Company’s Form
10-K. Results of consolidated operations for the interim period are
not necessarily indicative of the operating results to be attained in the entire
fiscal year. All material intercompany accounts and transactions have been
eliminated.
The
preparation of consolidated financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual amounts could differ from those estimates.
The
Company provides short term, secured, non–banking commercial loans, to small
businesses.
The
Company recognizes revenues in accordance with ASC 605, which provides guidance
on the recognition, presentation and disclosure of revenue in financial
statements. ASC 605 outlines the basic criteria that must be met to recognize
revenue and provides guidance for disclosure related to revenue recognition
policies. In general, the Company recognizes revenue when (i) persuasive
evidence of an arrangement exists, (ii) delivery of the product has occurred or
services have been rendered, (iii) the sales price charged is fixed or
determinable, and (iv) collectibility is reasonably assured.
Interest
income from short term commercial loans is recognized, as earned, over the loan
period.
Origination
fee revenue on short term commercial loans is amortized over the term of the
respective note.
Marketable
securities are reported at fair value and are classified as available-for-sale.
Unrealized gains and losses from those securities are reported as a separate
component of shareholders’ equity, net of the related tax effect. Realized gains
and losses are determined on a specific identification basis. Additionally,
the Company
assesses whether an other-than-temporary impairment loss on the investments has
occurred due to declines in fair value or other market conditions. Declines in
fair value that are considered other than temporary, if any, are recorded as
charges in the Consolidated Statements of Operations. The Company did not record
an impairment loss on marketable securities for the three and nine month periods
ended September 30, 2010 and 2009.
5
Effective
January 1, 2008, the Company adopted the ASC 820, Fair Value Measurements,
which defines fair value as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants at the measurement date. ASC 820-10 establishes a
three-level fair value hierarchy that prioritizes the inputs used to measure
fair value. This hierarchy requires entities to maximize the use of observable
inputs and minimize the use of unobservable inputs. The three levels of inputs
used to measure fair value are as follows:
Level 1—Quoted
prices in active markets.
Level 2—Observable
inputs other than quoted prices in active markets that are either directly or
indirectly observable.
Level 3—Unobservable
inputs in which little or no market data exists, therefore requiring an entity
to develop its own assumptions.
Cash
equivalents and investment instruments are classified within Level 1 or Level 2
of the fair value hierarchy. The Company’s Level 1
investments are valued using quoted market prices in active markets. The Company’s Level 2
investments are valued using broker or dealer quotations for similar assets and
liabilities. As of
September 30, 2010 and December 31, 2009 the Company’s Level 1 investments
consisted of cash, money market accounts and marketable securities in the amount
of approximately $960,000 and $1,112,000, respectively, and were recorded as
cash and cash equivalents and marketable securities in the Company’s
consolidated balance sheets.
We have
evaluated subsequent events and transactions for potential recognition or
disclosure in the financial statements through October 27, 2010, the day
the financial statements were issued.
2.
|
RECENT
TECHNICAL ACCOUNTING PRONOUNCEMENTS
|
In June
2009, the FASB issued “The FASB Accounting Standards Codification and Hierarchy
of Generally Accepted Accounting Principles” under ASC 105. ASC 105 establishes
the FASB Standards Accounting Codification as the source of authoritative
U.S. generally accepted accounting principles recognized by the FASB to be
applied to nongovernmental entities and rules and interpretive releases of the
SEC as authoritative GAAP for SEC registrants. The Codification supersedes all
the existing non-SEC accounting and reporting standards upon its effective date
and subsequently, the FASB will not issue new standards in the form of
Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. The
adoption of this new standard did not have a material effect on the Company’s
disclosures of the consolidated financial statements.
In
August 2009, the FASB issued an update to ASC 820. This Accounting
Standards Update (“ASU”) No. 2009-5, Measuring Liabilities at Fair Value
(“ASU 2009-5”) amends the provisions in ASC 820 related to the fair value
measurement of liabilities and clarifies for circumstances in which a quoted
price in an active market for the identical liability is not available. ASU
2009-5 is intended to reduce potential ambiguity in financial reporting when
measuring the fair value of liabilities. ASU 2009-5 is effective for the
Company in the first quarter of fiscal year 2010. ASU 2009-5 concerns disclosure
only. The adoption of ASU 2009-5 did not have a material effect on the
Company’s consolidated financial statements.
6
In
December 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-17,
which codifies SFAS No. 167, Amendments to FASB Interpretation
No. 46(R) issued in June 2009. ASU 2009-17 requires a qualitative approach
to identifying a controlling financial interest in a variable interest entity
(“VIE”), and requires ongoing assessment of whether an entity is a VIE and
whether an interest in a VIE makes the holder the primary beneficiary of the
VIE. ASU 2009-17 is effective for annual reporting periods beginning after
November 15, 2009. The Company believes that the adoption of ASU 2009-17
will not have a material effect on its consolidated financial
statements.
In
January 2010, the FASB issued ASU 2010-6, Improving Disclosures About Fair Value
Measurements, which requires reporting entities to make new disclosures about
recurring or nonrecurring fair-value measurements including significant
transfers into and out of Level 1 and Level 2 fair-value measurements and
information on purchases, sales, issuances, and settlements on a gross basis in
the reconciliation of Level 3 fair- value measurements. ASU 2010-6 is effective
for annual reporting periods beginning after December 15, 2009, except for Level
3 reconciliation disclosures which are effective for annual periods beginning
after December 15, 2010. The Company believes that the adoption of ASU 2010-6
will not have a material effect on its consolidated financial
statements.
Management
does not believe that any other recently issued, but not yet effected,
accounting standards if currently adopted would have a material effect on the
Company’s consolidated financial statements.
3.
|
SHORT
TERM COMMERCIAL LOANS
|
At
September 30, 2010, we were committed to an additional $710,000 in construction
loans that can be drawn by the borrower when certain conditions are
met.
At
September 30, 2010, approximately $700,000 of the loans outstanding are due from
three different entities that are all owned by the same individual, which
represents more than 10% of the total balance of the loans
outstanding.
In
addition at September 30, 2010, the Company had made loans to four borrowers in
the aggregate amount of $1,092,500. One individual holds a fifty percent
interest in each of the borrowers. The individual has no relationship to any of
the officers or directors of the Company.
4.
|
EARNINGS
PER SHARE OF COMMON STOCK
|
Basic and
diluted earnings per share are calculated in accordance with ASC 260 “Earnings
Per Share”. Under ASC 260, basic earnings per share is computed by dividing
income available to common shareholders by the weighted-average number of common
shares outstanding for the period. The computation of diluted earnings per share
is similar to basic earnings per share, except that the denominator is increased
to include the potential dilution from the exercise of stock options and
warrants for common shares using the treasury stock method. The numerator in
calculating both basic and diluted earnings per common share for each period is
the reported net income.
7
The
denominator is based on the following weighted average number of common
shares:
Three Months
Ended September 30,
|
Nine Months
Ended September 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Basic
|
3,324,459 | 3,325,760 | 3,324,459 | 3,325,760 | ||||||||||||
Incremental
shares for assumed conversion of options
|
55,947 | 7,868 | 47,512 | 1,604 | ||||||||||||
Diluted
|
3,380,406 | 3,333,628 | 3,371,971 | 3,327,364 |
For the
three and nine month periods ended September 30, 2010, 553,720 and 562,155,
stock options were not included in the diluted earnings per share calculation,
respectively, as their effect would have been anti-dilutive.
For the
three and nine month periods ended September 30, 2009, 568,461 and
574,725, stock options were not included in the diluted earnings per
share calculation, respectively, as their effect would have been
anti-dilutive.
5.
|
STOCK
– BASED COMPENSATION
|
The
Company measures and recognizes compensation awards for all stock option grants
made to employees and directors, based on their fair value in accordance with
ASC 718 “Compensation- Stock Compensation”, which establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. A key provision of this statement is to measure the cost
of employee services received in exchange for an award of equity instruments
(including stock options) based on the grant-date fair value of the award. The
cost will be recognized over the service period during which an employee is
required to provide service in exchange for the award (i.e., the requisite
service period or vesting period). The Company accounts for equity instruments
issued to non-employees in accordance with the provisions of ASC 718 and ASC
505-50, “Equity Based Payment to Non-Employees”. All transactions with
non-employees, in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more appropriately measurable.
Share
based compensation expense recognized under ASC 718 for the three and nine
months ended September 30, 2010 were $13,344 and $59,099, respectively. Share
based compensation expense recognized under ASC 718 for the three and nine
months ended September 30, 2009 were $15,621 and $61,280,
respectively.
The
exercise price of options granted under our stock option plan may not be less
than the fair market value on the date of grant. The options may vest
over a period not to exceed ten years. Stock options under our stock
option plan may be awarded to officers, key-employees, consultants and
non-employee directors of the Company. Under our stock option plan,
every non-employee director of the Company is granted 7,000 options upon first
taking office, and then 7,000 upon each additional year in office. The
objectives of our stock option plan include attracting and retaining key
personnel, providing for additional performance incentives and promoting the
success of the Company by increasing the efforts of such officers, employees,
consultants and directors. Our stock option plan is the only plan
that the Company has adopted with stock options available for
grant.
8
The fair
value of each option is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average share assumptions used
for grants in 2010 and 2009, respectively: (1) expected life of 5 years; (2) no
annual dividend yield; (3) expected volatility 62% to 73%; and (4) risk free
interest rate of 1.5% to 2.7%.
The
following summarizes stock option activity for the nine month period ended
September 30, 2010:
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term (in
years)
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Outstanding
at December 31, 2009
|
699,000 | $ | 1.87 | |||||||||||||
Granted
|
98,000 | 1.40 | ||||||||||||||
Exercised
|
— | — | ||||||||||||||
Forfeited
|
(91,000 | ) | 4.15 | |||||||||||||
Outstanding
at September 30, 2010
|
706,000 | $ | 1.51 | 2.22 | $ | 578,198 | ||||||||||
Vested
and exercisable at September 30, 2010
|
609,667 | $ | 1.58 | 1.95 | $ | 524,501 |
The
weighted-average fair value of each option granted during the nine month periods
ended September 30, 2010 and 2009, estimated as of the grant date using the
Black-Scholes option valuation model, was $0.78 per option and $0.37 per option,
respectively.
6. LINES
OF CREDIT
The
Company established a line of credit with Smith Barney. The line of credit
provides for maximum borrowings in the amount of up to 50% of the value of the
Company's marketable securities held by Smith Barney. This line bears
interest at the prime rate minus .75%. During the first quarter of 2010 the
Company used $158,434 from its line, which was paid during the second quarter of
2010..
In
addition, in September 2009, the Company established a line of credit with
Valley National Bank. The line of credit provides for maximum borrowings in the
amount of up to $300,000 and bears fixed interest at the rate of 9%. As of
September 30, 2010, $300,000 is outstanding under this line.
7. FORGIVENESS
OF DEBT
On June
21, 2010 the board of directors of the Company decided to dissolve DAG
Interactive. In connection with such dissolution, the Company
recorded forgiveness of debt in the amount of $27,961, for accounts payable due
to a related party, as an increase in equity on its balance
sheet.
9
Item
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
The following discussion and
analysis of our results of operations should be read in conjunction with our
unaudited consolidated financial statements and notes thereto included in this
Quarterly Report on Form 10-Q. The discussion and analysis contains
forward-looking statements based on current expectations that involve risks and
uncertainties. Actual results and the timing of certain events may
differ significantly from those projected in such forward-looking
statements.
We offer
short-term loans to real estate investors (also known as hard money) to fund
their acquisition of properties located in New York Metro area. Currently,
our customers’ purchases are often from banks or distressed sellers.
Substantially all of our loans are secured by first mortgages on the acquired
real estate. In addition, the principals of our corporate borrowers
personally guaranty the loans and, as additional collateral and protection,
pledge the borrower’s stock. We generally require our borrowers to
contribute substantial amount of the purchase price in equity in connection with
all the real estate acquisitions we fund. We conducts due diligence to
qualify our borrowers, generally require current appraisals and limit our loans
to a maximum of 65% of the appraised value. Loans are generally for a term
of one year and provide for receipt of interest only during the term of the loan
and a balloon payment at the end of the term. To date, we have not experienced
any defaults and none of the loans previously made have been non-collectable,
although no assurances can be given that existing or future loans may not go
into default or prove to be non-collectable in the future.
For the
three and nine months ended September 30, 2010 the total amounts of $976,000 and
$3,912,500, respectively, have been lent, offset by collections received from
borrowers in the amount of $1,616,500 and $3,322,921 respectively. Loans ranging
in size from $50,000 to $1,020,000 were concluded at stated interest rates of
12% to 16%, but often at higher effective rates based upon points or other
up-front fees. We use our own employees, outside lawyers and other
independent professionals to verify titles and ownership, to file liens and to
consummate the transactions. Outside appraisers are also employed to
assist us in evaluating the worth of collateral.
At
September 30, 2010, we were committed to an additional $710,000 in construction
loans that can be drawn by the borrower when certain conditions are
met.
On June
21, 2010 the board of directors of the Company decided to dissolve DAG
Interactive. In connection with such dissolution, the Company
recorded forgiveness of debt in the amount of $27,961, for accounts payable due
to a related party, as an increase in equity on its balance sheet.
Results
of Operations
Three
Months Ended September 30, 2010 Compared to Three Months Ended September 30,
2009
Revenue
Total
revenues for the three month period ended September 30, 2010 were approximately
$306,000 compared to approximately $289,000 for the three month period ended
September 30, 2009, an increase of $17,000 or 5.9%. The increase in revenue
represents an increase in lending operations. For the three month period ended
September 30, 2010, $256,000 of our revenue represents interest income on the
short term secured commercial loans that we offer to small businesses compared
to $235,000 for the same period in 2009, and $51,000 represents origination fees
on such loans compared to $54,000 for the same period in 2009. Loans are secured
by collateral such as real estate, receivables, and marketable securities and
generally are accompanied by personal guarantees from the principals of the
businesses.
10
Interest
expense on lines of credit used
Interest
expense on lines of credit used for the three month period ended September 30,
2010 was $7,000 compared to $0 for the three month period ended September 30,
2009. The increase in interest expense is due to use of the two lines of credit
we established (See note 6) in order to increase our ability to make
loans.
General
and administrative expenses
General
and administrative expenses for the three month period ended September 30, 2010
were approximately $183,000 compared to approximately $148,000 for the three
month period ended September 30, 2009. This increase is primarily attributable
to an increase in payroll expenses of approximately $33,000, offset by
professional fees.
Other
income (expenses)
For the
three month period ended September 30, 2010 we had other income in the amount of
$177, consisting of dividend and interest income, compared to net other expenses
of approximately $4,000 for the three month period ended September 30, 2009
which consisted mainly of dividend and interest income of approximately $4,000,
offset by a realized loss on the sale of marketable securities that were
previously marked down of approximately $8,000.
Income
tax expense
For the
three month period ended September 30, 2010 we had income tax expense of
approximately $60,000.
Nine
Months Ended September 30, 2010 Compared to Nine Months Ended September 30,
2009
Revenue
Total
revenues for the nine month period ended September 30, 2010 were approximately
$913,000 compared to approximately $770,000 for the nine month period ended
September 30, 2009, an increase of $143,000, or 18.6%. The increase in revenue
represents an increase in lending operations. Revenue of approximately $752,000
for the nine month period ended September 30, 2010, compared to approximately
$633,000 for the same period in 2009, represents interest income on the short
term secured commercial loans that we offer to small businesses, and $161,000
represents origination fees on such loans compared to $137,000 for the same
period in 2009. Loans are secured by collateral such as real estate,
receivables, and marketable securities and generally are accompanied by personal
guarantees from the principals of the businesses.
Interest
expense on lines of credit used
Interest
expense on lines of credit used for the nine month period ended September 30,
2010 was approximately $22,000 compared to $0 for the nine month period ended
September 30, 2009. The increase in interest expense is due to use of the two
lines of credit we established (See note 6) in order to increase our ability to
make loans.
11
General
and administrative costs
General
and administrative expenses for the nine month period ended September 30, 2010
were approximately $507,000 compared to approximately $453,000 for the nine
month period ended September 30, 2009. This increase is primarily attributable
to an increase in payroll expenses of approximately $56,000, offset by
professional fees.
Other
income
For the
nine month period ended September 30, 2010 we had other income in the amount of
approximately $156,000, consisting mainly of the realized gain on the sale of
marketable securities that were previously marked down of $151,000 and dividend
and interest income of approximately $4,000, compared to other income of
approximately $24,000, which consisted mainly of dividend and interest income of
approximately $19,000, a realized gain on the sale of marketable securities that
were previously marked down of approximately $11,000, offset by realized losses
on marketable securities in the amount of approximately $6,000.
Income
tax expense
For the
nine month period ended September 30, 2010 we had income tax expense of
approximately $187,000 and for the nine month period ended September 30, 2009 we
had income tax expense of approximately $112,000.
Liquidity
and Capital Resources
At
September 30, 2010, we had cash and cash equivalents of approximately $960,000
and working capital of approximately $7,650,000 as compared to cash and cash
equivalents and marketable securities of approximately $1,112,000 and working
capital of $7,332,000 at December 31, 2009. The decrease in cash and cash
equivalents and marketable securities primarily reflects the making of short
term commercial loans in the total amount of $3,912,500, offset by proceeds of
collection of these loans in the amount of $3,322,921 and the use of lines of
credit in the amount of $300,000. The increase in working capital is primarily
attributable to the net income of $352,387.
For the
nine month periods ended September 30, 2010 and 2009, net cash provided by
operating activities were approximately $110,000 and $348,000, respectively. The
decrease in net cash provided by operating activities primarily results from
increase in realized gain on marketable securities that were previously marked
down, a decrease in deferred origination fees, a decrease in income taxes
payable and an increase in other current assets, offset by an increase in net
income.
Net cash
used in investing activities was approximately $158,000 for the nine months
ended September 30, 2010, compared to net cash used in investing activities of
approximately $1,149,000 for the period ended September 30, 2009. Net cash used
in investing activities consisted primarily of the issuance of the our short
term commercial loans in the amount of approximately $3,912,000, offset by
collection of these loans in the amount of $3,323,000 and proceeds from sale of
marketable securities in the amount of approximately 432,000. In the period
ended September 30, 2009 net cash used in investing activities consisted
primarily of the issuance of the our short term commercial loans in the amount
of $4,988,000, offset by collection of these loans in the amount of $3,585,000
and proceeds from sale of marketable securities in the amount of approximately
254,000.
12
We have
not entered into any off-balance sheet transactions, arrangements or other
relationships with unconsolidated entities or other persons that are likely to
affect liquidity or the availability of our requirements for capital
resources.
We
anticipate that our current cash balances will be sufficient to fund our
operations for the next 12 months. However, we expect our working
capital requirements to increase over the next 12 months as we continue to
strive for growth.
Changes
to Critical Accounting Policies and Estimates
Our
critical accounting polices and estimates are set forth in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2009.
13
Item
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
As a
smaller reporting company we are not required to provide the information
required by this Item.
Item
4. CONTROLS AND PROCEDURES
|
(a)
|
Evaluation
and Disclosure Controls and
Procedures
|
Our
management, with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
as of September 30, 2010. Based on this evaluation, our chief
executive officer and chief financial officer concluded that, as of September
30, 2010, our disclosure controls and procedures were (1) effective in that they
were designed to ensure that material information relating to us is made known
to our chief executive officer and chief financial officer by others within our
organization, as appropriate to allow timely decisions regarding required
disclosures, and (2) effective in that they ensure that information required to
be disclosed by us in our reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms.
|
(b)
|
Changes
in Internal Control Over Financial
Reporting
|
There
were no changes in our internal control over financial reporting that
occurred during the fiscal quarter ended September 30, 2010 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART
II-OTHER INFORMATION
Item
6.
|
EXHIBITS
|
Exhibit No.
|
Description
|
|
31.1
|
Chief
Executive Officer Certification as required under section 302 of the
Sarbanes Oxley Act (filed herewith)
|
|
31.2
|
Chief
Financial Officer Certification as required under section 302 of the
Sarbanes Oxley Act (filed herewith)
|
|
32.1*
|
Chief
Executive Officer Certification pursuant to 18 U.S.C. section 1350 as
adopted pursuant to section 906 of the Sarbanes Oxley Act (furnished
herewith)
|
|
32.2*
|
|
Chief
Financial Officer Certification pursuant to 18 U.S.C. section 1350 as
adopted pursuant to section 906 of the Sarbanes Oxley Act (furnished
herewith)
|
*
Furnished, not filed, in accordance with item 601(32)(ii) of Regulation
S-K.
14
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
Manhattan
Bridge Capital, Inc. (Registrant)
|
|
Date: October
27, 2010
|
By: /s/ Assaf
Ran
|
Assaf
Ran, President and Chief Executive Officer
|
|
(Principal
Executive Officer)
|
|
Date: October
27, 2010
|
By: /s/ Inbar
Evron-Yogev
|
Inbar
Evron-Yogev, Chief Financial Officer
|
|
(
Principal Financial and Accounting
Officer)
|
15