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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended June 30, 2023

or

 

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

 

For the transition period from __________________________________ to ____________________________________

 

Commission File Number: 000-25991

 

MANHATTAN BRIDGE CAPITAL, INC.

(Exact name of registrant as specified in its charter)

 

New York

 

11-3474831

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

60 Cutter Mill Road, Great Neck, New York 11021

(Address of principal executive offices)

 

(516) 444-3400

(Registrant’s telephone number, including area code)

 

 

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading Symbol(s)

  Name of each exchange on which registered
Common shares, par value $.001   LOAN   Nasdaq Capital Market

 

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 ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No

 

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

 

  Large accelerated filer Accelerated filer
  Non-accelerated filer Smaller reporting company
  Emerging growth company    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

As of July 20, 2023, the Issuer had a total of 11,461,585 common shares, $.001 par value per share, outstanding.

 

 

 

   
 

 

MANHATTAN BRIDGE CAPITAL, INC.

TABLE OF CONTENTS

 

    Page Number
Part I FINANCIAL INFORMATION  
     
Item 1. Consolidated Financial Statements (unaudited) 2
     
  Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 2
     
  Consolidated Statements of Operations for the Three and Six Month Periods Ended June 30, 2023 and 2022 3
     
  Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Month Periods Ended June 30, 2023 and 2022 4
     
  Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 2023 and 2022 5
     
  Notes to Consolidated Financial Statements 6
     
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 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
     
Item 6. Exhibits 15
     
SIGNATURES 16
     
EXHIBITS  

 

   
 

 

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) our loan origination activities, revenues and profits are limited by available funds; (ii) we operate in a highly competitive market and competition may limit our ability to originate loans with favorable interest rates; (iii) our Chief Executive Officer is critical to our business and our future success may depend on our ability to retain him; (iv) if we overestimate the yields on our loans or incorrectly value the collateral securing the loan, we may experience losses; (v) we may be subject to “lender liability” claims; (vi) our due diligence may not uncover all of a borrower’s liabilities or other risks to its business; (vii) borrower concentration could lead to significant losses; (viii) we may choose to make distributions in our own stock, in which case you may be required to pay income taxes in excess of the cash dividends you receive; (ix) our ability to recover funds, relating to a single foreclosure action, either through the title insurer or through a foreclosure of the property on which we hold a mortgage; and (x) an increase in interest rates may impact our profitability. 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. Further information on potential factors that could affect our business is described under the heading “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 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.

 

All references in this Form 10-Q to “Company,” “we,” “us,” or “our” refer to Manhattan Bridge Capital, Inc. and its wholly-owned subsidiary, MBC Funding II Corp., unless the context otherwise indicates.

 

   
 

 

PART I. FINANCIAL INFORMATION

 

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

   June 30, 2023   December 31, 2022 
    (unaudited)    (audited) 
Assets          
Loans receivable  $69,811,335   $74,483,463 
Interest receivable on loans   1,274,288    1,363,502 
Cash
   248,874    103,540 
Other assets   134,819    59,566 
Operating lease right-of-use asset, net   234,793    262,222 
Deferred financing costs, net   33,948    7,708 
Total assets  $71,738,057   $76,280,001 
           
Liabilities and Stockholders’ Equity          
Liabilities:          
Line of credit  $20,670,721   $24,994,234 
Senior secured notes (net of deferred financing costs of $209,614 and $247,155, respectively)   5,790,386    5,752,845 
Deferred origination fees   686,981    669,128 
Accounts payable and accrued expenses   231,736    289,868 
Operating lease liability   247,287    273,485 
Loan holdback   17,500     
Dividends payable   1,289,428    1,436,868 
Total liabilities   28,934,039    33,416,428 
           
Commitments and contingencies   -    - 
Stockholders’ equity:          
Preferred shares - $.01 par value; 5,000,000 shares authorized; none issued        
Common shares - $.001 par value; 25,000,000 shares authorized; 11,757,058 issued; 11,461,585 and 11,494,945 outstanding, respectively   11,757    11,757 
Additional paid-in capital   45,542,343    45,535,811 
Treasury stock, at cost – 295,473 and 262,113 shares, respectively   (963,745)   (798,939)
Accumulated deficit   (1,786,337)   (1,885,056)
Total stockholders’ equity   42,804,018    42,863,573 
           
Total liabilities and stockholders’ equity  $71,738,057   $76,280,001 

 

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

 

2
 

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

   2023   2022   2023   2022 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2023   2022   2023   2022 
                 
Interest income from loans  $1,942,527   $1,612,308   $3,896,349   $3,256,097 
Origination fees   456,835    504,455    900,806    975,726 
Total revenue   2,399,362    2,116,763    4,797,155    4,231,823 
                     
Operating costs and expenses:                    
Interest and amortization of deferred financing costs   595,427    376,383    1,241,690    708,236 
Referral fees   1,000    1,958    1,292    3,320 
General and administrative expenses   400,979    386,238    897,075    747,726 
Total operating costs and expenses   997,406    764,579    2,140,057    1,459,282 
Income from operations   1,401,956    1,352,184    2,657,098    2,772,541 
Other income   20,380    4,500    24,880    9,000 
Income before income tax expense   1,422,336    1,356,684    2,681,978    2,781,541 
Income tax expense   (650)   (650)   (650)   (650)
Net income  $1,421,686   $1,356,034   $2,681,328   $2,780,891 
                     
Basic and diluted net income per common share outstanding:                    
—Basic  $0.12   $0.12   $0.23   $0.24 
—Diluted  $0.12   $0.12   $0.23   $0.24 
                     
Weighted average number of common shares outstanding:                    
—Basic   11,475,406    11,494,945    11,485,116    11,494,945 
—Diluted   11,475,406    11,494,945    11,485,116    11,494,945 

 

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

 

3
 

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

 

FOR THE THREE MONTHS ENDED JUNE 30, 2023

 

   Shares   Amount   in Capital   Shares   Cost   Deficit   Totals 
   Common Shares  

Additional Paid

   Treasury Stock   Accumulated     
   Shares   Amount   in Capital   Shares   Cost   Deficit   Totals 
Balance, April 1, 2023   11,757,058   $11,757   $45,539,077    262,113   $(798,939)  $(1,918,595)  $42,833,300 
Purchase of treasury shares                  33,360    (164,806)        (164,806)
Non - cash compensation             3,266                   3,266 
Dividends declared and payable                            (1,289,428)   (1,289,428)
Net income       -            -    1,421,686    1,421,686 
Balance, June 30, 2023   11,757,058   $11,757   $45,542,343    295,473   $(963,745)  $(1,786,337)  $42,804,018 

 

FOR THE THREE MONTHS ENDED JUNE 30, 2022

 

   Common Shares  

Additional Paid

   Treasury Stock   Accumulated     
   Shares   Amount   in Capital   Shares   Cost   Deficit   Totals 
Balance, April 1, 2022   11,757,058   $11,757   $45,526,012    262,113   $(798,939)  $(1,361,333)  $43,377,497 
Non - cash compensation             3,266                   3,266 
Dividends declared and payable                            (1,436,868)   (1,436,868)
Net income   -    -            -    1,356,034    1,356,034 
Balance, June 30, 2022   11,757,058   $11,757   $45,529,278    262,113   $(798,939)  $(1,442,167)  $43,299,929 

 

FOR THE SIX MONTHS ENDED JUNE 30, 2023

 

   Common Shares   Additional Paid in    Treasury Stock   Accumulated     
   Shares   Amount   Capital   Shares   Cost   Deficit   Totals 
Balance, January 1, 2023   11,757,058   $11,757   $45,535,811    262,113   $(798,939)  $(1,885,056)  $42,863,573 
Purchase of treasury shares                  33,360    (164,806)        (164,806)
Non - cash compensation             6,532                   6,532 
Dividends paid                            (1,293,181)   (1,293,181)
Dividends declared and payable                            (1,289,428)   (1,289,428)
Net income       -                2,681,328    2,681,328 
Balance, June 30, 2023   11,757,058   $11,757   $45,542,343    295,473   $(963,745)  $(1,786,337)  $42,804,018 

 

FOR THE SIX MONTHS ENDED JUNE 30, 2022

 

   Common Shares  

Additional Paid

   Treasury Stock   Accumulated     
   Shares   Amount   in Capital   Shares   Cost   Deficit   Totals 
Balance, January 1, 2022   11,757,058   $11,757   $45,522,746    262,113   $(798,939)  $(1,349,322)  $43,386,242 
Non - cash compensation             6,532                   6,532 
Dividends paid                            (1,436,868)   (1,436,868)
Dividends declared and payable                            (1,436,868)   (1,436,868)
Net income       -            -    2,780,891    2,780,891 
Balance, June 30, 2022   11,757,058   $11,757   $45,529,278    262,113   $(798,939)  $(1,442,167)  $43,299,929 

 

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

 

4
 

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

   2023   2022 
   Six Months Ended June 30, 
   2023   2022 
Cash flows from operating activities:          
Net income  $2,681,328   $2,780,891 
Adjustments to reconcile net income to net cash provided by operating activities -          
Amortization of deferred financing costs   49,494    53,999 
Adjustment to operating lease right-of-use asset and liability   1,230    2,316 
Depreciation   1,946    972 
Non-cash compensation expense   6,532    6,532 
Changes in operating assets and liabilities:          
Interest receivable on loans   89,214    (96,889)
Other assets   (72,115)   (63,871)
Accounts payable and accrued expenses   (58,132)   31,151 
Deferred origination fees   17,853    132,166 
Net cash provided by operating activities   2,717,350    2,847,267 
           
Cash flows from investing activities:          
Issuance of short term loans   (28,122,249)   (37,953,007)
Collections received from loans   32,811,877    34,364,708 
Purchase of fixed assets   (5,085)   (1,893)
Net cash provided by (used in) investing activities   4,684,543    (3,590,192)
           
Cash flows from financing activities:          
(Repayment of) proceeds from line of credit, net   (4,323,513)   3,627,556 
Dividends paid   (2,730,049)   (2,873,736)
Purchase of treasury shares   (164,806)    
Deferred financing costs incurred   (38,191)   (35,819)
Net cash (used in) provided by financing activities   (7,256,559)   718,001 
           
Net increase (decrease) in cash   145,334    (24,924)
Cash, beginning of year   103,540    142,546 
Cash, end of period  $248,874   $117,622 
           
Supplemental Cash Flow Information:          
Taxes paid during the period  $650   $650 
Interest paid during the period  $1,215,297   $608,902 
Operating leases paid during the period  $31,863   $31,786 
           
Supplemental Information – Noncash Information:          
Dividend declared and payable  $1,289,428   $1,436,868 
Loan holdback relating to mortgage receivable  $17,500   $ 

 

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

 

5
 

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

 

1. THE COMPANY

 

The accompanying unaudited consolidated financial statements of Manhattan Bridge Capital, Inc. (“MBC”), a New York corporation founded in 1989, and its consolidated subsidiary, MBC Funding II Corp. (“MBC Funding II”), a New York corporation formed in December 2015 (collectively referred to herein as the “Company”) have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022 and the notes thereto included in the Company’s Annual Report on 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.

 

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

 

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

 

The Company offers short-term, secured, non–banking loans to real estate investors (also known as hard money) to fund their acquisition, renovation, rehabilitation or development of residential or commercial properties located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida.

 

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

 

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

 

2. RECENT TECHNICAL ACCOUNTING PRONOUNCEMENTS

 

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

 

3. COMMERCIAL LOANS

 

Loans Receivable

 

The Company offers short-term secured non–banking loans to real estate investors (also known as hard money) to fund their acquisition and construction of properties located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida. The loans are principally secured by collateral consisting of real estate and accompanied by personal guarantees from the principals of the borrowers. The loans are generally for a term of one year. The short term loans are initially recorded, and carried thereafter, in the financial statements at cost. Most of the loans provide for receipt of interest only during the term of the loan and a balloon payment at the end of the term.

 

At June 30, 2023, the Company was committed to $8,388,975 in construction loans that can be drawn by the borrowers when certain conditions are met.

 

At June 30, 2023, no entity had loans outstanding representing more than 10% of the total balance of the loans outstanding.

 

The Company generally grants loans for a term of one year. When a performing loan reaches its maturity and the borrower requests an extension, the Company may extend the term of the loan beyond one year. Prior to granting an extension of any loan, the Company reevaluates the underlying collateral.

 

6
 

 

Credit Risk

 

Credit risk profile based on loan activity as of June 30, 2023 and December 31, 2022:

 

Performing loans  Developers-Residential   Developers-Commercial   Developers-Mixed Use   Total outstanding loans 
June 30, 2023  $58,112,335   $10,230,000   $1,469,000   $69,811,335 
December 31, 2022  $62,264,463   $9,300,000   $2,919,000   $74,483,463 

 

At June 30, 2023, the Company’s loans receivable consisted of loans in the amount of $40,160, $755,636, $2,635,250, $2,356,000 and $12,435,000, originally due in 2016, 2019, 2020, 2021 and 2022, respectively. The loans receivable also includes loans in the amount of $15,429,000 originally due in the first six months of 2023.

 

Generally, borrowers are paying their interest, and the Company receives a fee in connection with the extension of the loans. In all instances, except as described below, the borrower has either signed an extension agreement or are in the process of signing the extension. Accordingly, at June 30, 2023, no loan impairments exist and there are no provisions for impairments of loans or recoveries thereof.

 

During February 2023, the Company determined to, and sold, one of its loans receivable to a third-party investor at its face value of $485,000. Assaf Ran, the Company’s President and Chief Executive Officer, participated in such acquisition in the amount of $152,000. In addition, in June 2023, the Company filed a foreclosure lawsuit relating to one property, as a result of a deed transfer from the borrower to a buyer without the Company’s consent. In that instance, the buyer of a property on which the Company had a valid mortgage suffered a data breach which resulted in the failure of the buyer to remit the funds needed for the loan payoff. As a result, the Company filed the foreclosure lawsuit to assist the buyer in making a claim with its title insurer. The loan is currently performing and the mortgage is valid. The Company expects to retrieve the payoff funds either from the buyer’s title insurance or through foreclosing on the property.

 

Subsequent to the balance sheet date, $2,187,000 of the loans receivable at June 30, 2023 were paid off, including $152,000 originally due in or before 2022.

 

4. LINE OF CREDIT

 

The Company executed an Amended and Restated Credit and Security Agreement (as amended on January 31, 2023, the “Amended and Restated Credit Agreement”), with Webster Business Credit Corporation (“Webster”), Flushing Bank (“Flushing”) and Mizrahi Tefahot Bank Ltd (“Mizrahi” and together with Webster and Flushing, the “Lenders”), which established the Company’s credit line (the “Webster Credit Line”). Currently, the Webster Credit Line provides the Company with a credit line of $32.5 million in the aggregate until February 28, 2026, secured by assignments of mortgages and other collateral. The interest rates relating to the Webster Credit Line equal (i) the Secured Overnight Financing Rate (“SOFR”) plus a premium, which rate aggregated approximately 8.7%, including a 0.5% agency fee, as of June 30, 2023, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement) plus 2.00% and a 0.5% agency fee, as chosen by the Company for each drawdown.

 

The Webster Credit Line contains various covenants and restrictions including, among other covenants and restrictions, limiting the amount that the Company can borrow relative to the value of the underlying collateral, maintaining various financial ratios and limitations on the terms of loans the Company makes to its customers, limiting the Company’s ability to pay dividends under certain circumstances, and limiting the Company’s ability to repurchase its common shares, sell assets, engage in mergers or consolidations, grant liens, and enter into transactions with affiliates. In addition, the Webster Credit Line contains a cross default provision which will deem any default under any indebtedness owed by us or our subsidiary, MBC Funding II, as a default under the credit line. Under the Amended and Restated Credit Agreement, the Company may repurchase, redeem or otherwise retire its equity securities in an amount not to exceed ten percent of our annual net income from the prior fiscal year. Further, the Company may issue up to $20 million in bonds through its subsidiary, of which not more than $10 million of such bonds may be secured by mortgage notes receivable, and provided that the terms and conditions of such bonds are approved by Webster, subject to its reasonable discretion.

 

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On January 31, 2023, the Company entered into another amendment, effective as of January 2, 2023, with respect to the Amended and Restated Credit Agreement with the Lenders and Mr. Ran, as guarantor, to (i) extend the maturity date of the credit line by three years to February 28, 2026; (ii) transition the applicable benchmark from LIBOR to SOFR and adjust the applicable margin with respect to Base Rate Loans and SOFR Loans; (iii) update the required calculation with respect to the fixed charge coverage ratio covenant; (iv) further increase the limit on individual loans and the concentration of any mortgagor (together with guarantors and other related entities and affiliates); and (v) eliminate the requirement to pledge additional mortgage loans as collateral for the credit line. In addition, the terms of the personal guaranty provided by Mr. Ran were amended such that the potential sums owed under such guaranty will not exceed the sum of $1,000,000 plus any costs relating to the enforcement of the personal guaranty.

 

The Company was in compliance with all covenants of the Webster Credit Line, as amended, as of June 30, 2023. At June 30, 2023, the outstanding amount under the Amended Credit Agreement was $20,670,721. The interest rate on the amount outstanding fluctuates daily. The rate, including a 0.5% agency fee, was approximately 8.7% as of June 30, 2023.

 

5. SENIOR SECURED NOTES

 

On April 25, 2016, in an initial public offering, MBC Funding II issued 6% senior secured notes, due April 22, 2026 (the “Notes”) in the aggregate principal amount of $6,000,000 under the Indenture, dated April 25, 2016, among MBC Funding II, as Issuer, the Company, as Guarantor, and Worldwide Stock Transfer LLC, as Indenture Trustee (the “Indenture”). The Notes, having a principal amount of $1,000 each, are listed on the NYSE American and trade under the symbol “LOAN/26”. Interest accrues on the Notes commencing on May 16, 2016. The accrued interest is payable monthly in cash, in arrears, on the 15th day of each calendar month commencing June 2016.

 

Under the terms of the Indenture, the aggregate outstanding principal balance of the mortgage loans held by MBC Funding II, together with MBC Funding II’s cash on hand, must always equal at least 120% of the aggregate outstanding principal amount of the Notes at all times. To the extent the aggregate principal amount of the mortgage loans owned by MBC Funding II plus MBC Funding II’s cash on hand is less than 120% of the aggregate outstanding principal balance of the Notes, MBC Funding II is required to repay, on a monthly basis, the principal amount of the Notes equal to the amount necessary such that, after giving effect to such repayment, the aggregate principal amount of all mortgage loans owned by MBC Funding II plus, MBC Funding II’s cash on hand at such time is equal to or greater than 120% of the outstanding principal amount of the Notes. For this purpose, each mortgage loan is deemed to have a value equal to its outstanding principal balance, unless the borrower is in default of its obligations.

 

MBC Funding II may redeem the Notes, in whole or in part, at any time after April 22, 2019 upon at least 30 days prior written notice to the Noteholders. The redemption price will be equal to the outstanding principal amount of the Notes redeemed plus the accrued but unpaid interest thereon up to, but not including, the date of redemption, without penalty or premium. No Notes were redeemed by MBC Funding II as of June 30, 2023.

 

MBC Funding II is obligated to offer to redeem the Notes if there occurs a “change of control” with respect to MBC Funding II or the Company or if MBC Funding II or the Company sell any assets unless, in the case of an asset sale, the proceeds are reinvested in the business of the seller. The redemption price in connection with a “change of control” will be 101% of the principal amount of the Notes redeemed plus accrued but unpaid interest thereon up to, but not including, the date of redemption. The redemption price in connection with an asset sale will be the outstanding principal amount of the Notes redeemed plus accrued but unpaid interest thereon up to, but not including, the date of redemption.

 

The Company guaranteed MBC Funding II’s obligations under the Notes, which are secured by its pledge of 100% of the outstanding common shares of MBC Funding II that it owns.

 

Our principal executive officers consist of Assaf Ran, who serves as our Chief Executive Officer and President, and Vanessa Kao, who serves as our Chief Financial Officer. As of June 30, 2023, each of Mr. Ran and Ms. Kao own an aggregate of $704,000 and $288,000 of our Notes, respectively.

 

6. STOCKHOLDERS’ EQUITY

 

On April 11, 2023, the Company’s Board of Directors authorized a share buy back program, pursuant to which the Company may, from time to time, purchase up to 100,000 of its common shares. This program does not obligate the Company to purchase any shares and expires on April 10, 2024. The authorization for the program is able to be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. As of June 30, 2023, the Company has purchased an aggregate of 33,360 common shares under this repurchase program, at an aggregate cost of approximately $165,000.

 

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7. EARNINGS PER COMMON SHARE

 

Basic and diluted earnings per share are calculated in accordance with Accounting Standards Codification (“ASC”) 260, “Earnings Per Share” (“ASC 260”). 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.

 

8. STOCK – BASED COMPENSATION

 

Stock based compensation expense recognized under ASC 718, “Compensation – Stock Compensation,” for each of the three-month periods ended June 30, 2023 and 2022 of $3,266, and for each of the six month periods ended June 30, 2023 and 2022 of $6,532 represent the amortization of the fair value of 1,000,000 restricted shares granted to the Company’s Chief Executive Officer on September 9, 2011 of $195,968, after adjusting for the effect on the fair value of the stock options related to this transaction. The fair value is being amortized over 15 years. At June 30, 2023, all 1,000,000 shares remain restricted, and the remaining unrecognized stock based compensation amounted to $41,371.

 

9. SUBSEQUENT EVENT

 

In accordance with the dividend declared by the Company’s Board of Directors on April 17, 2023, a cash dividend of $0.1125 per share in an aggregate amount of $1,289,428 was paid on July 17, 2023 to all shareholders of record on July 10, 2023.

 

********

 

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

 

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

 

We are a New York-based real estate finance company that specializes in originating, servicing and managing a portfolio of first mortgage loans. We offer short-term, secured, non-banking loans (sometimes referred to as “hard money” loans), which we may renew or extend on, before or after their initial term expires, to real estate investors to fund their acquisition, renovation, rehabilitation or development of residential or commercial properties located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida.

 

The properties securing the loans are generally classified as residential or commercial real estate and, typically, are not income producing. Each loan is secured by a first mortgage lien on real estate. In addition, each loan is personally guaranteed by the principal(s) of the borrower, which guarantee may be collaterally secured by a pledge of the guarantor’s interest in the borrower. The face amount of the loans we originated in the past seven years ranged from $40,000 to a maximum of $3.3 million. Our lending policy limits the maximum amount of any loan to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the loan under consideration) and (ii) $3.5 million. Our loans typically have a maximum initial term of 12 months and bear interest at a fixed rate of 9% to 12% per year. In addition, we usually receive origination fees or “points” ranging from 0% to 2% of the original principal amount of the loan as well as other fees relating to underwriting and funding the loan. Interest is always payable monthly, in arrears. In the case of acquisition financing, the principal amount of the loan usually does not exceed 75% of the value of the property (as determined by an independent appraiser) and in the case of construction financing, it is typically up to 80% of construction costs.

 

Since commencing our business in 2007, except as set forth below, we have never foreclosed on a property, although sometimes we have renewed or extended the term of a loan to enable the borrower to avoid premature sale or refinancing of the property. When we renew or extend a loan, we generally receive additional “points” and other fees. In June 2023, we filed a foreclosure lawsuit relating to one property, as a result of a deed transfer from the borrower to a buyer without our consent. In that instance, the buyer of a property on which we had a valid mortgage suffered a data breach which resulted in the failure of the buyer to remit the funds needed for the loan payoff. As a result, we filed the foreclosure lawsuit to assist the buyer in making a claim with its title insurer. The loan is currently performing and the mortgage is valid. We expect to retrieve the payoff funds either from the buyer’s title insurance or through foreclosing on the property.

 

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Our primary business objective is to grow our loan portfolio while protecting and preserving capital in a manner that provides for attractive risk-adjusted returns to our shareholders over the long term through dividends. We intend to achieve this objective by continuing to selectively originate and fund loans secured by first mortgages on residential and commercial real estate held for investment located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida, and to carefully manage and service our portfolio in a manner designed to generate attractive risk-adjusted returns across a variety of market conditions and economic cycles. We believe that current market dynamics, specifically the demand/supply imbalance for relatively small real estate loans, presents opportunities for us to selectively originate high-quality first mortgage loans and we believe that these market conditions should persist for a number of years. We have built our business on a foundation of intimate knowledge of the New York metropolitan area real estate market combined with a disciplined credit and due diligence culture that is designed to protect and preserve capital. We believe that our flexibility and ability to structure loans that address the needs of our borrowers without compromising our standards on credit risk, our expertise, our intimate knowledge of the New York metropolitan area real estate market and our focus on newly originated first mortgage loans, has defined our success until now and should enable us to continue to achieve our objectives.

 

A principal source of new transactions has been repeat business from prior customers and their referral of new business. We also receive leads for new business from banks, brokers and a limited amount of advertising. Finally, our Chief Executive Officer also spends a significant portion of his time on new business development. We rely on our own employees, independent legal counsel, and other independent professionals to verify titles and ownership, to file liens and to consummate the transactions. Outside appraisers are used to assist us in evaluating the worth of collateral, when deemed necessary by management. We also use construction inspectors.

 

For the six month period ended June 30, 2023 and 2022, the total amounts of $28,122,249 and $37,953,007, respectively, have been lent, offset by collections received from borrowers, under our commercial loans of $32,811,877 and $34,364,708, respectively.

 

At June 30, 2023, we were committed to $8,388,975 in construction loans that can be drawn by the borrowers when certain conditions are met.

 

To date, except as discussed above, none of the loans previously made have been non-collectable, although no assurances can be given that existing or future loans may not prove to be non-collectible or foreclosed in the future.

 

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

 

Results of Operations

 

Three months ended June 30, 2023 compared to three months ended June 30, 2022

 

Total revenue

 

Total revenues for the three months ended June 30, 2023 were approximately $2,399,000 compared to approximately $2,117,000 for the three months ended June 30, 2022, an increase of $282,000, or 13.3%. The increase in revenue was due to higher interest rates charged on our commercial loans. For the three months ended June 30, 2023 and 2022, approximately $1,943,000 and $1,612,000, respectively, of our revenues were attributable to interest income on secured commercial loans that we offer to real estate investors, and approximately $457,000 and $504,000, respectively, of our revenues were attributable to origination fees on such loans. The loans are principally secured by collateral consisting of real estate and accompanied by personal guarantees from the principals of the borrowers.

 

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Interest and amortization of deferred financing costs

 

Interest and amortization of deferred financing costs for the three months ended June 30, 2023 were approximately $595,000 compared to approximately $376,000 for the three months ended June 30, 2022, an increase of $219,000, or 58.2%. The increase is primarily attributable to the increase in interest expense due to higher SOFR rates relating to the use of the Webster Credit Line in order to support our ability to increase loan originations. (See Note 4 to the consolidated financial statements included elsewhere in this quarterly report on Form 10-Q).

 

General and administrative expenses

 

General and administrative expenses for the three months ended June 30, 2023 were approximately $401,000 compared to approximately $386,000 for the three months ended June 30, 2022, an increase of $15,000, or 3.9%. The increase is primarily attributable to increases in marketing, travel and meals expenses, partially offset by a decrease in advertising expense.

 

Net income

 

Net income for the three months ended June 30, 2023 was approximately $1,422,000 compared to approximately $1,356,000 for the three months ended June 30, 2022, an increase of $66,000, or 4.9%. This increase is primarily attributable to the increase in interest income, partially offset by the increase in interest expense.

 

Six months ended June 30, 2023 compared to six months ended June 30, 2022

 

Total revenue

 

Total revenues for the six months ended June 30, 2023 were approximately $4,797,000 compared to approximately $4,232,000 for the six months ended June 30, 2022, an increase of $565,000, or 13.4%. The increase in revenue was due to higher interest rates charged on our commercial loans. For the six months ended June 30, 2023 and 2022, revenues of approximately $3,896,000 and $3,256,000, respectively, were attributable to interest income on secured commercial loans that we offer to real estate investors, and approximately $901,000 and $976,000, respectively, were attributable to origination fees on such loans. The loans are principally secured by collateral consisting of real estate and accompanied by personal guarantees from the principals of the borrowers.

 

Interest and amortization of deferred financing costs

 

Interest and amortization of deferred financing costs for the six months ended June 30, 2023 were approximately $1,242,000 compared to approximately $708,000 for the six months ended June 30, 2022, an increase of $534,000, or 75.4%. The increase is primarily attributable to the increase in interest expense due to higher SOFR rates relating to the use of the Webster Credit Line in order to support our ability to increase loan originations. (See Note 4 to the consolidated financial statements included elsewhere in this quarterly report on Form 10-Q).

 

General and administrative expenses

 

General and administrative expenses for the six months ended June 30, 2023 were approximately $897,000 compared to approximately $748,000 for the six months ended June 30, 2022, an increase of $149,000, or 19.9%. The increase is primarily attributable to a special bonus to officers in 2023 for extending the Webster Credit Line, and increases in payroll, marketing, insurance, board compensation, travel and meals expenses, partially offset by a decrease in advertising expense.

 

Net income

 

Net income for the six months ended June 30, 2023 was approximately $2,681,000 compared to approximately $2,781,000 for the six months ended June 30, 2022, a decrease of $100,000, or 3.6%. This decrease is primarily attributable to the increase in interest expense and a special bonus to officers in 2023, partially offset by the increases in interest income.

 

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Liquidity and Capital Resources

 

At June 30, 2023, we had cash of approximately $249,000, compared to approximately $104,000 at December 31, 2022.

 

For the six months ended June 30, 2023, net cash provided by operating activities was approximately $2,717,000, compared to approximately $2,847,000 for the six months ended June 30, 2022. The decrease in net cash provided by operating activities primarily resulted from the decreases in net income and in accounts payable and accrued expenses, partially offset by the decrease in interest receivable on loans.

 

For the six months ended June 30, 2023, net cash provided by investing activities was approximately $4,685,000, compared to approximately $3,590,000 of net cash used in investing activities for the six months ended June 30, 2022. Net cash provided by investing activities for the six months ended June 30, 2023 mainly consisted of the collection of our commercial loans of approximately $32,812,000, offset by the issuance of commercial loans of approximately $28,122,000. Net cash used in investing activities for the six months ended June 30, 2022 mainly consisted of the issuance of commercial loans of approximately $37,953,000, offset by the collection of our commercial loans of approximately $34,365,000.

 

For the six months ended June 30, 2023, net cash used in financing activities was approximately $7,257,000, compared to approximately $718,000 of net cash provided by financing activities for the six months ended June 30, 2022. Net cash used in financing activities for the six months ended June 30, 2023 reflects the repayment of the Webster Credit Line of approximately $4,324,000, dividend payments of approximately $2,730,000, repurchase of treasury shares of approximately $165,000 and deferred financing costs of approximately $38,000. Net cash provided by financing activities for the six months ended June 30, 2022 reflects the net proceeds from the Webster Credit Line of approximately $3,628,000, offset by dividend payments of approximately $2,874,000 and deferred financing costs of approximately $36,000.

 

Our Amended and Restated Credit and Security Agreement with Webster, Flushing Bank and Mizrahi provides for the Webster Credit Line. Currently, the Webster Credit Line provides us with a credit line of $32.5 million in the aggregate until February 28, 2026, secured by assignments of mortgages and other collateral. The interest rates relating to the Webster Credit Line equal (i) SOFR plus a premium, which rate aggregated approximately 8.7%, including a 0.5% agency fee, as of June 30, 2023, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement) plus 2.00% and a 0.5% agency fee, as chosen by the Company for each drawdown.

 

The Webster Credit Line contains various covenants and restrictions including covenants limiting the amount that the Company can borrow relative to the value of the underlying collateral, maintaining various financial ratios and limitations on the terms of loans the Company makes to its customers, limiting the Company’s ability to pay dividends under certain circumstances, and limiting the Company’s ability to repurchase its common shares, sell assets, engage in mergers or consolidations, grant liens, and enter into transactions with affiliates. In addition, the Webster Credit Line contains a cross default provision which will deem any default under any indebtedness owed by us or our subsidiary, MBC Funding II, as a default under the credit line. Under the Amended and Restated Credit Agreement, the Company may repurchase, redeem or otherwise retire its equity securities in an amount not to exceed ten percent of our annual net income from the prior fiscal year. Further, the Company may issue up to $20 million in bonds through its subsidiary, of which not more than $10 million of such bonds may be secured by mortgage notes receivable, and provided that the terms and conditions of such bonds are approved by Webster, subject to its reasonable discretion.

 

On January 31, 2023, we entered into another amendment, effective as of January 2, 2023, with respect to the Amended and Restated Credit Agreement with the Lenders and Mr. Ran, as guarantor, to (i) extend the maturity date of the credit line by three years to February 28, 2026; (ii) transition the applicable benchmark from LIBOR to SOFR and adjust the applicable margin with respect to Base Rate Loans and SOFR Loans; (iii) update the required calculation with respect to the fixed charge coverage ratio covenant; (iv) further increase the limit on individual loans and the concentration of any mortgagor (together with guarantors and other related entities and affiliates); and (v) eliminate the requirement to pledge an additional mortgage loans as collateral for the credit line. In addition, the terms of the personal guaranty provided by Mr. Ran were amended such that the potential sums owed under such guaranty will not exceed the sum of $1,000,000 plus any costs relating to the enforcement of the personal guaranty.

 

We were in compliance with all covenants of the Webster Credit Line, as amended, as of June 30, 2023. At June 30, 2023, the outstanding amount under the Amended and Restated Credit Agreement was $20,670,721. The interest rate on the amount outstanding fluctuates daily. The rate, including a 0.5% agency fee, was approximately 8.7% as of June 30, 2023.

 

MBC Funding II has $6,000,000 of outstanding principal amount of Notes. The Notes mature on April 22, 2026, unless redeemed earlier, and accrue interest at a rate of 6% per annum commencing on May 16, 2016 and will be payable monthly, in arrears, in cash, on the 15th day of each calendar month, commencing June 2016.

 

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Under the terms of the Indenture, the aggregate outstanding principal balance of the mortgage loans held by MBC Funding II, together with its cash on hand, must always equal at least 120% of the aggregate outstanding principal amount of the Notes at all times. To the extent the aggregate principal amount of the mortgage loans owned by MBC Funding II plus its cash on hand is less than 120% of the aggregate outstanding principal balance of the Notes, MBC Funding II is required to repay, on a monthly basis, the principal amount of the Notes equal to the amount necessary such that, after giving effect to such repayment, the aggregate principal amount of all mortgage loans owned by it plus, its cash on hand at such time is equal to or greater than 120% of the outstanding principal amount of the Notes. For this purpose, each mortgage loan is deemed to have a value equal to its outstanding principal balance, unless the borrower is in default of its obligations.

 

The Notes are secured by a first priority lien on all of MBC Funding II’s assets, including, primarily, mortgage notes, mortgages and other transaction documents entered into in connection with first mortgage loans originated and funded by us, which MBC Funding II acquired from MBC pursuant to an asset purchase agreement. MBC Funding II may redeem the Notes, in whole or in part, at any time after April 22, 2019 upon at least 30 days prior written notice to the noteholders. The redemption price will be equal to the outstanding principal amount of the Notes redeemed plus the accrued but unpaid interest thereon up to, but not including, the date of redemption, without penalty or premium. No Notes were redeemed by MBC Funding II as of June 30, 2023.

 

MBC Funding II is obligated to offer to redeem the Notes if there occurs a “change of control” with respect to us or MBC Funding II or if we or MBC Funding II sell any assets unless, in the case of an asset sale, the proceeds are reinvested in the business of the seller. The redemption price in connection with a “change of control” will be 101% of the principal amount of the Notes redeemed plus accrued but unpaid interest thereon up to, but not including, the date of redemption. The redemption price in connection with an asset sale will be the outstanding principal amount of the Notes redeemed plus accrued but unpaid interest thereon up to, but not including, the date of redemption.

 

We guarantee MBC Funding II’s obligations under the Notes, which are secured by our pledge of 100% of the outstanding common shares of MBC Funding II that we own.

 

On April 11, 2023, our Board of Directors authorized a share buy back program, pursuant to which we may, from time to time, purchase up to 100,000 of our common shares. This program does not obligate the Company to purchase any shares and expires on April 10, 2024. The authorization for the program is able to be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. As of June 30, 2023, we have purchased an aggregate of 33,360 common shares under this repurchase program, at an aggregate cost of approximately $165,000.

 

We anticipate that our current cash balances and the Amended and Restated Credit Agreement, as described above, together with our cash flows from operations will be sufficient to fund our operations for the next 12 months. In addition, from time to time, we receive short term unsecured loans from our executive officers and others in order to provide us with the flexibility necessary to maintain a steady deployment of capital. However, we expect our working capital requirements to increase over the next 12 months as we continue to strive for growth.

 

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 June 30, 2023 (the “Evaluation Date”). Based upon that evaluation, the chief executive officer and the chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) are accumulated and communicated to our management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b) Changes in Internal Control Over Financial Reporting

 

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II OTHER INFORMATION

 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On April 11, 2023, our Board of Directors authorized a share buy back program, pursuant to which we may, from time to time, purchase up to 100,000 of our common shares. This program does not obligate us to purchase any shares and expires on April 10, 2024. The authorization for the program is able to be terminated, increased or decreased by our Board of Directors in its discretion at any time.

 

As set forth in the table below, during the quarter ended June 30, 2023, we repurchased 33,360 of our common shares under the stock buy-back program at an aggregate cost of $164,806.

 

   ISSUER PURCHASES OF EQUITY SECURITIES 
           (c)   (d) 
           Total Number   Maximum Number 
           of Shares (or   (or Approximate 
           Units)   Dollar Value) of 
   (a)   (b)   Purchased as   Shares (or Units) 
   Total Number   Average   Part of Publicly   that May Yet Be 
   of Shares   Price Paid   Announced   Purchased Under 
   (or Units)   per Share   Plans or   the Plans or 
Period  Purchased   (or Unit)   Programs   Programs 
April 1-30, 2023   8,000   $5.03    8,000    92,000 
May 1-31, 2023   22,060   $4.93    22,060    69,940 
June 1-30, 2023   3,300   $4.78    3,300    66,640 
Total   33,360   $4.94    33,360    66,640 

 

Item 6. EXHIBITS

 

Exhibit No.   Description
31.1   Chief Executive Officer Certification under Rule 13a-14
31.2   Chief Financial Officer Certification under Rule 13a-14
32.1*   Chief Executive Officer Certification pursuant to 18 U.S.C. section 1350
32.2*   Chief Financial Officer Certification pursuant to 18 U.S.C. section 1350
101.INS   XBRL Instance Document
101.CAL   Inline XBRL Taxonomy Extension Schema Document
101.SCH   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
104   Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
*   Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.

 

15
 

 

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: July 20, 2023 By: /s/ Assaf Ran
    Assaf Ran, President and Chief Executive Officer
    (Principal Executive Officer)
     
Date: July 20, 2023 By: /s/ Vanessa Kao
    Vanessa Kao, Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

16

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Assaf Ran, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Manhattan Bridge Capital, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 20, 2023  
  /s/ Assaf Ran
  Assaf Ran
  President and Chief Executive Officer
  (Principal Executive Officer)

 

 

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, Vanessa Kao, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Manhattan Bridge Capital, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 20, 2023  
   
  /s/ Vanessa Kao
  Vanessa Kao
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

 

In connection with the Quarterly Report on Form 10-Q of Manhattan Bridge Capital, Inc. (the “Company”) for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Assaf Ran, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, that, to my knowledge:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: July 20, 2023  
   
/s/ Assaf Ran  
Assaf Ran  
President and Chief Executive Officer  
(Principal Executive Officer)  

 

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

 

In connection with the Quarterly Report on Form 10-Q of Manhattan Bridge Capital, Inc. (the “Company”) for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Vanessa Kao, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, that, to my knowledge:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: July 20, 2023  
   
/s/ Vanessa Kao  
Vanessa Kao  
Chief Financial Officer  
(Principal Financial and Accounting Officer)  

 

 

v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Jul. 20, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-25991  
Entity Registrant Name MANHATTAN BRIDGE CAPITAL, INC.  
Entity Central Index Key 0001080340  
Entity Tax Identification Number 11-3474831  
Entity Incorporation, State or Country Code NY  
Entity Address, Address Line One 60 Cutter Mill Road  
Entity Address, City or Town Great Neck  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 11021  
City Area Code (516)  
Local Phone Number 444-3400  
Title of 12(b) Security Common shares, par value $.001  
Trading Symbol LOAN  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   11,461,585
v3.23.2
Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Assets    
Loans receivable $ 69,811,335 $ 74,483,463
Interest receivable on loans 1,274,288 1,363,502
Cash 248,874 103,540
Other assets 134,819 59,566
Operating lease right-of-use asset, net 234,793 262,222
Deferred financing costs, net 33,948 7,708
Total assets 71,738,057 76,280,001
Liabilities:    
Line of credit 20,670,721 24,994,234
Senior secured notes (net of deferred financing costs of $209,614 and $247,155, respectively) 5,790,386 5,752,845
Deferred origination fees 686,981 669,128
Accounts payable and accrued expenses 231,736 289,868
Operating lease liability 247,287 273,485
Loan holdback 17,500
Dividends payable 1,289,428 1,436,868
Total liabilities 28,934,039 33,416,428
Commitments and contingencies
Stockholders’ equity:    
Preferred shares - $.01 par value; 5,000,000 shares authorized; none issued
Common shares - $.001 par value; 25,000,000 shares authorized; 11,757,058 issued; 11,461,585 and 11,494,945 outstanding, respectively 11,757 11,757
Additional paid-in capital 45,542,343 45,535,811
Treasury stock, at cost – 295,473 and 262,113 shares, respectively (963,745) (798,939)
Accumulated deficit (1,786,337) (1,885,056)
Total stockholders’ equity 42,804,018 42,863,573
Total liabilities and stockholders’ equity $ 71,738,057 $ 76,280,001
v3.23.2
Consolidated Balance Sheets (Parenthetical) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Senior secured notes, deferred financing costs $ 209,614 $ 247,155
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 25,000,000 25,000,000
Common stock, shares issued 11,757,058 11,757,058
Common stock, shares outstanding 11,461,585 11,494,945
Treasury stock, shares 295,473 262,113
v3.23.2
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Interest income from loans $ 1,942,527 $ 1,612,308 $ 3,896,349 $ 3,256,097
Origination fees 456,835 504,455 900,806 975,726
Total revenue 2,399,362 2,116,763 4,797,155 4,231,823
Operating costs and expenses:        
Interest and amortization of deferred financing costs 595,427 376,383 1,241,690 708,236
Referral fees 1,000 1,958 1,292 3,320
General and administrative expenses 400,979 386,238 897,075 747,726
Total operating costs and expenses 997,406 764,579 2,140,057 1,459,282
Income from operations 1,401,956 1,352,184 2,657,098 2,772,541
Other income 20,380 4,500 24,880 9,000
Income before income tax expense 1,422,336 1,356,684 2,681,978 2,781,541
Income tax expense (650) (650) (650) (650)
Net income $ 1,421,686 $ 1,356,034 $ 2,681,328 $ 2,780,891
Basic and diluted net income per common share outstanding:        
—Basic $ 0.12 $ 0.12 $ 0.23 $ 0.24
—Diluted $ 0.12 $ 0.12 $ 0.23 $ 0.24
Weighted average number of common shares outstanding:        
—Basic 11,475,406 11,494,945 11,485,116 11,494,945
—Diluted 11,475,406 11,494,945 11,485,116 11,494,945
v3.23.2
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Treasury Stock, Common [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2021 $ 11,757 $ 45,522,746 $ (798,939) $ (1,349,322) $ 43,386,242
Balance, shares at Dec. 31, 2021 11,757,058   262,113    
Non - cash compensation   6,532     6,532
Dividends declared and payable       (1,436,868) (1,436,868)
Net income   2,780,891 2,780,891
Dividends paid       (1,436,868) (1,436,868)
Balance at Jun. 30, 2022 $ 11,757 45,529,278 $ (798,939) (1,442,167) 43,299,929
Balance, shares at Jun. 30, 2022 11,757,058   262,113    
Balance at Mar. 31, 2022 $ 11,757 45,526,012 $ (798,939) (1,361,333) 43,377,497
Balance, shares at Mar. 31, 2022 11,757,058   262,113    
Non - cash compensation   3,266     3,266
Dividends declared and payable       (1,436,868) (1,436,868)
Net income   1,356,034 1,356,034
Balance at Jun. 30, 2022 $ 11,757 45,529,278 $ (798,939) (1,442,167) 43,299,929
Balance, shares at Jun. 30, 2022 11,757,058   262,113    
Balance at Dec. 31, 2022 $ 11,757 45,535,811 $ (798,939) (1,885,056) 42,863,573
Balance, shares at Dec. 31, 2022 11,757,058   262,113    
Purchase of treasury shares     $ (164,806)   (164,806)
Purchase of treasury stock, shares     33,360    
Non - cash compensation   6,532     6,532
Dividends declared and payable       (1,289,428) (1,289,428)
Net income     2,681,328 2,681,328
Dividends paid       (1,293,181) (1,293,181)
Balance at Jun. 30, 2023 $ 11,757 45,542,343 $ (963,745) (1,786,337) 42,804,018
Balance, shares at Jun. 30, 2023 11,757,058   295,473    
Balance at Mar. 31, 2023 $ 11,757 45,539,077 $ (798,939) (1,918,595) 42,833,300
Balance, shares at Mar. 31, 2023 11,757,058   262,113    
Purchase of treasury shares     $ (164,806)   (164,806)
Purchase of treasury stock, shares     33,360    
Non - cash compensation   3,266     3,266
Dividends declared and payable       (1,289,428) (1,289,428)
Net income   1,421,686 1,421,686
Balance at Jun. 30, 2023 $ 11,757 $ 45,542,343 $ (963,745) $ (1,786,337) $ 42,804,018
Balance, shares at Jun. 30, 2023 11,757,058   295,473    
v3.23.2
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities:    
Net income $ 2,681,328 $ 2,780,891
Adjustments to reconcile net income to net cash provided by operating activities -    
Amortization of deferred financing costs 49,494 53,999
Adjustment to operating lease right-of-use asset and liability 1,230 2,316
Depreciation 1,946 972
Non-cash compensation expense 6,532 6,532
Changes in operating assets and liabilities:    
Interest receivable on loans 89,214 (96,889)
Other assets (72,115) (63,871)
Accounts payable and accrued expenses (58,132) 31,151
Deferred origination fees 17,853 132,166
Net cash provided by operating activities 2,717,350 2,847,267
Cash flows from investing activities:    
Issuance of short term loans (28,122,249) (37,953,007)
Collections received from loans 32,811,877 34,364,708
Purchase of fixed assets (5,085) (1,893)
Net cash provided by (used in) investing activities 4,684,543 (3,590,192)
Cash flows from financing activities:    
(Repayment of) proceeds from line of credit, net (4,323,513) 3,627,556
Dividends paid (2,730,049) (2,873,736)
Purchase of treasury shares (164,806)
Deferred financing costs incurred (38,191) (35,819)
Net cash (used in) provided by financing activities (7,256,559) 718,001
Net increase (decrease) in cash 145,334 (24,924)
Cash, beginning of year 103,540 142,546
Cash, end of period 248,874 117,622
Supplemental Cash Flow Information:    
Taxes paid during the period 650 650
Interest paid during the period 1,215,297 608,902
Operating leases paid during the period 31,863 31,786
Supplemental Information – Noncash Information:    
Dividend declared and payable 1,289,428 1,436,868
Loan holdback relating to mortgage receivable $ 17,500
v3.23.2
THE COMPANY
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
THE COMPANY

1. THE COMPANY

 

The accompanying unaudited consolidated financial statements of Manhattan Bridge Capital, Inc. (“MBC”), a New York corporation founded in 1989, and its consolidated subsidiary, MBC Funding II Corp. (“MBC Funding II”), a New York corporation formed in December 2015 (collectively referred to herein as the “Company”) have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022 and the notes thereto included in the Company’s Annual Report on 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.

 

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

 

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

 

The Company offers short-term, secured, non–banking loans to real estate investors (also known as hard money) to fund their acquisition, renovation, rehabilitation or development of residential or commercial properties located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida.

 

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

 

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

 

v3.23.2
RECENT TECHNICAL ACCOUNTING PRONOUNCEMENTS
6 Months Ended
Jun. 30, 2023
Accounting Changes and Error Corrections [Abstract]  
RECENT TECHNICAL ACCOUNTING PRONOUNCEMENTS

2. RECENT TECHNICAL ACCOUNTING PRONOUNCEMENTS

 

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

 

v3.23.2
COMMERCIAL LOANS
6 Months Ended
Jun. 30, 2023
Receivables [Abstract]  
COMMERCIAL LOANS

3. COMMERCIAL LOANS

 

Loans Receivable

 

The Company offers short-term secured non–banking loans to real estate investors (also known as hard money) to fund their acquisition and construction of properties located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida. The loans are principally secured by collateral consisting of real estate and accompanied by personal guarantees from the principals of the borrowers. The loans are generally for a term of one year. The short term loans are initially recorded, and carried thereafter, in the financial statements at cost. Most of the loans provide for receipt of interest only during the term of the loan and a balloon payment at the end of the term.

 

At June 30, 2023, the Company was committed to $8,388,975 in construction loans that can be drawn by the borrowers when certain conditions are met.

 

At June 30, 2023, no entity had loans outstanding representing more than 10% of the total balance of the loans outstanding.

 

The Company generally grants loans for a term of one year. When a performing loan reaches its maturity and the borrower requests an extension, the Company may extend the term of the loan beyond one year. Prior to granting an extension of any loan, the Company reevaluates the underlying collateral.

 

 

Credit Risk

 

Credit risk profile based on loan activity as of June 30, 2023 and December 31, 2022:

 

Performing loans  Developers-Residential   Developers-Commercial   Developers-Mixed Use   Total outstanding loans 
June 30, 2023  $58,112,335   $10,230,000   $1,469,000   $69,811,335 
December 31, 2022  $62,264,463   $9,300,000   $2,919,000   $74,483,463 

 

At June 30, 2023, the Company’s loans receivable consisted of loans in the amount of $40,160, $755,636, $2,635,250, $2,356,000 and $12,435,000, originally due in 2016, 2019, 2020, 2021 and 2022, respectively. The loans receivable also includes loans in the amount of $15,429,000 originally due in the first six months of 2023.

 

Generally, borrowers are paying their interest, and the Company receives a fee in connection with the extension of the loans. In all instances, except as described below, the borrower has either signed an extension agreement or are in the process of signing the extension. Accordingly, at June 30, 2023, no loan impairments exist and there are no provisions for impairments of loans or recoveries thereof.

 

During February 2023, the Company determined to, and sold, one of its loans receivable to a third-party investor at its face value of $485,000. Assaf Ran, the Company’s President and Chief Executive Officer, participated in such acquisition in the amount of $152,000. In addition, in June 2023, the Company filed a foreclosure lawsuit relating to one property, as a result of a deed transfer from the borrower to a buyer without the Company’s consent. In that instance, the buyer of a property on which the Company had a valid mortgage suffered a data breach which resulted in the failure of the buyer to remit the funds needed for the loan payoff. As a result, the Company filed the foreclosure lawsuit to assist the buyer in making a claim with its title insurer. The loan is currently performing and the mortgage is valid. The Company expects to retrieve the payoff funds either from the buyer’s title insurance or through foreclosing on the property.

 

Subsequent to the balance sheet date, $2,187,000 of the loans receivable at June 30, 2023 were paid off, including $152,000 originally due in or before 2022.

 

v3.23.2
LINE OF CREDIT
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
LINE OF CREDIT

4. LINE OF CREDIT

 

The Company executed an Amended and Restated Credit and Security Agreement (as amended on January 31, 2023, the “Amended and Restated Credit Agreement”), with Webster Business Credit Corporation (“Webster”), Flushing Bank (“Flushing”) and Mizrahi Tefahot Bank Ltd (“Mizrahi” and together with Webster and Flushing, the “Lenders”), which established the Company’s credit line (the “Webster Credit Line”). Currently, the Webster Credit Line provides the Company with a credit line of $32.5 million in the aggregate until February 28, 2026, secured by assignments of mortgages and other collateral. The interest rates relating to the Webster Credit Line equal (i) the Secured Overnight Financing Rate (“SOFR”) plus a premium, which rate aggregated approximately 8.7%, including a 0.5% agency fee, as of June 30, 2023, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement) plus 2.00% and a 0.5% agency fee, as chosen by the Company for each drawdown.

 

The Webster Credit Line contains various covenants and restrictions including, among other covenants and restrictions, limiting the amount that the Company can borrow relative to the value of the underlying collateral, maintaining various financial ratios and limitations on the terms of loans the Company makes to its customers, limiting the Company’s ability to pay dividends under certain circumstances, and limiting the Company’s ability to repurchase its common shares, sell assets, engage in mergers or consolidations, grant liens, and enter into transactions with affiliates. In addition, the Webster Credit Line contains a cross default provision which will deem any default under any indebtedness owed by us or our subsidiary, MBC Funding II, as a default under the credit line. Under the Amended and Restated Credit Agreement, the Company may repurchase, redeem or otherwise retire its equity securities in an amount not to exceed ten percent of our annual net income from the prior fiscal year. Further, the Company may issue up to $20 million in bonds through its subsidiary, of which not more than $10 million of such bonds may be secured by mortgage notes receivable, and provided that the terms and conditions of such bonds are approved by Webster, subject to its reasonable discretion.

 

 

On January 31, 2023, the Company entered into another amendment, effective as of January 2, 2023, with respect to the Amended and Restated Credit Agreement with the Lenders and Mr. Ran, as guarantor, to (i) extend the maturity date of the credit line by three years to February 28, 2026; (ii) transition the applicable benchmark from LIBOR to SOFR and adjust the applicable margin with respect to Base Rate Loans and SOFR Loans; (iii) update the required calculation with respect to the fixed charge coverage ratio covenant; (iv) further increase the limit on individual loans and the concentration of any mortgagor (together with guarantors and other related entities and affiliates); and (v) eliminate the requirement to pledge additional mortgage loans as collateral for the credit line. In addition, the terms of the personal guaranty provided by Mr. Ran were amended such that the potential sums owed under such guaranty will not exceed the sum of $1,000,000 plus any costs relating to the enforcement of the personal guaranty.

 

The Company was in compliance with all covenants of the Webster Credit Line, as amended, as of June 30, 2023. At June 30, 2023, the outstanding amount under the Amended Credit Agreement was $20,670,721. The interest rate on the amount outstanding fluctuates daily. The rate, including a 0.5% agency fee, was approximately 8.7% as of June 30, 2023.

 

v3.23.2
SENIOR SECURED NOTES
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
SENIOR SECURED NOTES

5. SENIOR SECURED NOTES

 

On April 25, 2016, in an initial public offering, MBC Funding II issued 6% senior secured notes, due April 22, 2026 (the “Notes”) in the aggregate principal amount of $6,000,000 under the Indenture, dated April 25, 2016, among MBC Funding II, as Issuer, the Company, as Guarantor, and Worldwide Stock Transfer LLC, as Indenture Trustee (the “Indenture”). The Notes, having a principal amount of $1,000 each, are listed on the NYSE American and trade under the symbol “LOAN/26”. Interest accrues on the Notes commencing on May 16, 2016. The accrued interest is payable monthly in cash, in arrears, on the 15th day of each calendar month commencing June 2016.

 

Under the terms of the Indenture, the aggregate outstanding principal balance of the mortgage loans held by MBC Funding II, together with MBC Funding II’s cash on hand, must always equal at least 120% of the aggregate outstanding principal amount of the Notes at all times. To the extent the aggregate principal amount of the mortgage loans owned by MBC Funding II plus MBC Funding II’s cash on hand is less than 120% of the aggregate outstanding principal balance of the Notes, MBC Funding II is required to repay, on a monthly basis, the principal amount of the Notes equal to the amount necessary such that, after giving effect to such repayment, the aggregate principal amount of all mortgage loans owned by MBC Funding II plus, MBC Funding II’s cash on hand at such time is equal to or greater than 120% of the outstanding principal amount of the Notes. For this purpose, each mortgage loan is deemed to have a value equal to its outstanding principal balance, unless the borrower is in default of its obligations.

 

MBC Funding II may redeem the Notes, in whole or in part, at any time after April 22, 2019 upon at least 30 days prior written notice to the Noteholders. The redemption price will be equal to the outstanding principal amount of the Notes redeemed plus the accrued but unpaid interest thereon up to, but not including, the date of redemption, without penalty or premium. No Notes were redeemed by MBC Funding II as of June 30, 2023.

 

MBC Funding II is obligated to offer to redeem the Notes if there occurs a “change of control” with respect to MBC Funding II or the Company or if MBC Funding II or the Company sell any assets unless, in the case of an asset sale, the proceeds are reinvested in the business of the seller. The redemption price in connection with a “change of control” will be 101% of the principal amount of the Notes redeemed plus accrued but unpaid interest thereon up to, but not including, the date of redemption. The redemption price in connection with an asset sale will be the outstanding principal amount of the Notes redeemed plus accrued but unpaid interest thereon up to, but not including, the date of redemption.

 

The Company guaranteed MBC Funding II’s obligations under the Notes, which are secured by its pledge of 100% of the outstanding common shares of MBC Funding II that it owns.

 

Our principal executive officers consist of Assaf Ran, who serves as our Chief Executive Officer and President, and Vanessa Kao, who serves as our Chief Financial Officer. As of June 30, 2023, each of Mr. Ran and Ms. Kao own an aggregate of $704,000 and $288,000 of our Notes, respectively.

 

v3.23.2
STOCKHOLDERS’ EQUITY
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

6. STOCKHOLDERS’ EQUITY

 

On April 11, 2023, the Company’s Board of Directors authorized a share buy back program, pursuant to which the Company may, from time to time, purchase up to 100,000 of its common shares. This program does not obligate the Company to purchase any shares and expires on April 10, 2024. The authorization for the program is able to be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. As of June 30, 2023, the Company has purchased an aggregate of 33,360 common shares under this repurchase program, at an aggregate cost of approximately $165,000.

 

 

v3.23.2
EARNINGS PER COMMON SHARE
6 Months Ended
Jun. 30, 2023
Basic and diluted net income per common share outstanding:  
EARNINGS PER COMMON SHARE

7. EARNINGS PER COMMON SHARE

 

Basic and diluted earnings per share are calculated in accordance with Accounting Standards Codification (“ASC”) 260, “Earnings Per Share” (“ASC 260”). 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.

 

v3.23.2
STOCK – BASED COMPENSATION
6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
STOCK – BASED COMPENSATION

8. STOCK – BASED COMPENSATION

 

Stock based compensation expense recognized under ASC 718, “Compensation – Stock Compensation,” for each of the three-month periods ended June 30, 2023 and 2022 of $3,266, and for each of the six month periods ended June 30, 2023 and 2022 of $6,532 represent the amortization of the fair value of 1,000,000 restricted shares granted to the Company’s Chief Executive Officer on September 9, 2011 of $195,968, after adjusting for the effect on the fair value of the stock options related to this transaction. The fair value is being amortized over 15 years. At June 30, 2023, all 1,000,000 shares remain restricted, and the remaining unrecognized stock based compensation amounted to $41,371.

 

v3.23.2
SUBSEQUENT EVENT
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENT

9. SUBSEQUENT EVENT

 

In accordance with the dividend declared by the Company’s Board of Directors on April 17, 2023, a cash dividend of $0.1125 per share in an aggregate amount of $1,289,428 was paid on July 17, 2023 to all shareholders of record on July 10, 2023.

v3.23.2
COMMERCIAL LOANS (Tables)
6 Months Ended
Jun. 30, 2023
Receivables [Abstract]  
SCHEDULE OF CREDIT RISK

Credit risk profile based on loan activity as of June 30, 2023 and December 31, 2022:

 

Performing loans  Developers-Residential   Developers-Commercial   Developers-Mixed Use   Total outstanding loans 
June 30, 2023  $58,112,335   $10,230,000   $1,469,000   $