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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2002
Commission File No. 0-31235
CONX CAPITAL CORPORATION
--------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 62-1736894
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
502 N. DIVISION STREET, CARSON CITY, NV 89703
---------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(702) 886-0713
--------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock Par Value $.01 Per Share
------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K ( 229-405 of this
chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. YES X
NO ---
---
There is no established market for the registrant's voting and
non-voting common equity. The aggregate book value of the voting
common equity held by non-affiliates on December 31, 2002 was
$6,517. For purposes of the foregoing calculation only, all
directors, executive officers, and their respective family
members, have been deemed affiliates. The registrant's revenues
for the fiscal year-end December 31, 2002, were $3,800,220.
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by
this report.
Class Outstanding Shares
----------------------------- ------------
COMMON STOCK - PAR VALUE $.01 6,650,000
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
NONE
----
PART I
This annual report on Form 10-K contains forward-looking
statements as defined by the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements should be read in
conjunction with the cautionary statements and other important
factors included in this Form 10-K as well as in other filings
made by the Company with the Securities and Exchange Commission
("SEC") . These forward-looking statements are subject to a
number of risks and uncertainties, which could cause the
Company's actual results to differ materially from those
anticipated in such statements and include statements concerning
plans, objectives, goals, strategies, future events or
performance and underlying assumptions and other statements which
are other than statements of historical facts. Factors which
could cause such results to differ include the Company's limited
operating history, the Company's dependence on the operations of
an affiliated party, reliance upon third party financing, the
need for additional financing and other factors discussed in the
Company's filings with the SEC, including the Risk Factors set
forth in the Company's Form 10 dated January 16, 2001. Such
forward-looking statements may be identified, without limitation,
by the use of the words "anticipates," "estimates," "expects,"
"intends," "plans," "predicts," "projects," and similar
expressions.
The Company's expectations, beliefs and projections are
expressed in good faith and are believed by the Company to have a
reasonable basis, including without limitation, management's
examination of the historical operating trends, data contained in
the Company's records and other data available from third
parties. There can be no assurance, however, that the Company's
expectations, beliefs or projections will be achieved or
accomplished.
ITEM 1. Description of Business.
-----------------------
CONX Capital Corporation, a Delaware corporation (the
"Company" or "CONX"), with assets of approximately
$10.4 million as of December 31, 2002, is a specialty commercial
finance company engaged in the business of originating and
servicing equipment leases to regional trucking companies. To
date, the Company's leasing activities have been limited to
leasing of tractors and semi-trailers to one affiliated company,
Continental Express SD, Inc. As of December 31, 2002, the assets
of the Company had increased to $10,346,955, consisting primarily
of cash and equipment, consisting of leased tractors and semi
trailers, valued at $7,613,611, net of depreciation. For the
year ended December 31, 2002, net income was $1,226,589.
The Company was organized in April 1998 with its corporate
headquarters located in Carson City, Nevada. The Company
currently originates long-term fixed and variable rate lease
products with Continental Express SD, Inc., an affiliate under
common control with the Company's controlling shareholder. In
the future, the Company is considering expanding its loan and
lease products and may sell such loans and leases either
through securitizations or whole loan sales to institutional
purchasers on a servicing retained basis. The Company believes
that such loan and lease products would be attractive
investments to institutional investors because of the credit
profile of its borrowers, relatively long loan and lease terms,
call protection through prepayment penalties and appropriate
risk-adjusted yields. The Company also may periodically make
equity investments in certain of the companies that enter into
loan and lease arrangements with the Company as part of its
core lending and leasing business.
The Company currently originates leases through its offices
located in Carson City, Nevada and Little Rock, Arkansas. The
Little Rock, Arkansas office was opened in April, 1998 at the
time of the formation of the Company. The Carson City, Nevada
office has been the registered office of the Company since its
incorporation.
To date, the Company has no employees. Personnel performing
management and administrative functions on behalf of the Company
are provided to the Company under an employee leasing arrangement
with an affiliate of the Company controlled by the Company's
controlling stockholder. The activities of the Company require
on average approximately 10 hours per month for each of the four
leased employees. The Company will hire permanent employees at
such time as the activities of the Company can support full time
employees. At this time, the Company does not anticipate the
need for full time employees during the next twenty-four month
period.
-1-
To date, the Company's lease income has been derived solely
from one affiliated company, Continental Express SD, Inc. The
Company intends to focus on expanding leasing activities within
the trucking industry and potentially to expand its equipment
leasing activities into materials handling associated with the
trucking and transportation industry. Over the next twelve
months, the Company anticipates adding additional tractors and
semi-trailers to its leasing fleet and to expand its leasing
activities with Continental Express SD, Inc. and other trucking
companies meeting the Company's leasing requirements. No
significant expansion of the scope of the Company's lending
activities is expected before the end of calendar year 2003.
To the extent that the Company expands its lending and
leasing activities over the next twenty-four months, the Company's
focus will shift to providing funding to industries that have
been historically underserved by banks and other traditional
sources of funding. Such a new focus will require the Company to
develop specific industry expertise in the business sectors which
it will serve in order to provide individualized financial
solutions for its borrowers. The Company believes that its
industry expertise in the trucking industry, combined with its
ability to be responsive to borrowers and flexible in
structuring transactions and product offerings will give it a
competitive advantage over more traditional, highly
regulated small business lenders. The Company's future borrowers
are generally anticipated to be small business operators, most
of whom are independent with proven operating experience and
a history of generating positive cash flows. The Company will
rely primarily upon its assessment of enterprise value, based in
part possibly on independent third-party valuations, and
historical operating cash flows to make credit determinations,
as opposed to relying solely on the value of any collateral.
The Company faces intense competition in the business of
originating and selling loans and leases. Traditional
competitors in the financial services business include commercial
banks, thrift institutions, diversified finance companies, asset-
based lenders, and specialty finance companies. Many of these
competitors are substantially larger and have considerably
greater financial, technical and marketing resources than the
Company. Competition can take many forms, including convenience
in obtaining a loan or a lease, customer service, marketing and
distribution channels, amount and term of the loan, interest
rates charged to borrowers, and credit ratings. In addition, the
current level of gains realized by the Company's competitors on
the sale of their loans and leases could attract additional
competitors into these markets, with the possible effect of
lowering gains that may be realized on the Company's future loan
and lease sales. The Company believes that its industry
expertise, combined with its responsiveness to borrowers,
flexibility in structuring transactions and broad product
offerings give it a competitive advantage over more traditional,
highly regulated small business lenders serving the trucking
industry, and that such experience will be beneficial in
expanding into other areas of equipment leasing and financing
transactions.
ITEM 2. Properties.
----------
The Company's leases its executive and administrative
offices which are located at 502 North Division Street, Carson,
City, Nevada, and 1406 Cantrell Road, Little Rock, Arkansas.
These offices consist of an aggregate of approximately 3,500
square feet. Both leases have been extended through December 31,
2003. The Company owns no fee interest in any real property.
ITEM 3. Legal Proceedings.
-----------------
There are no pending legal proceedings involving the Company as a
party or involving any of the Company's assets or leased
properties.
-2-
ITEM 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
No matters were submitted for a vote of the security holders
during the fourth quarter of fiscal year 2002.
PART II
ITEM 5. Market for Common Equity and Related Stockholder
------------------------------------------------------
Matters.
-------
There is no established public trading market for the Company's
common stock. There are also no outstanding options or warrants
to purchase the common stock of the Company, or securities
convertible into the common stock of the Company. With the
exception of 44,800 shares of the Company's common stock, all of
the remaining issued and outstanding common stock of the Company
are held by persons who would be deemed to be affiliates for
purposes of the Securities Act of 1933, as amended (the
Securities Act ), and for purposes of Rule 144 as promulgated
thereunder. As of March 31, 2003, there were approximately 8
holders of record of the Company's common stock.
The Company has not declared or paid any cash dividends on
its common stock and does not intend to declare any dividends in
the foreseeable future. Payment of dividends, if any, is within
the discretion of the board of directors and would depend upon
the Company's earnings, if any, its capital requirements and
financial condition, and such other factors as the board of
directors may consider from time to time.
The Company did not sell or otherwise issue any equity
securities during the fiscal year ended December 31, 2002.
Equity Compensation Plan Information
(a) (b) (c)
------------- ------------- -------------
Number of
Securities
Remaining
available
Number of for issuance
Securities under equity
to be issued compensation
upon exercise Weighted Average plans (excluding
of Outstanding Exercise Price of securities reflected
Options Outsanding Options in column (a))
------------ ---------------- ------------------
Plan Category
-------------
Equity Compensation
plans approved by
Shareholders . . . . . . None $ 0 None
Equity Compensation
plans not approved by
Shareholders . . . . . . None $ 0 None
ITEM 6. Selected Financial Data.
-----------------------
The following sets forth the selected financial data for the
fiscal years ended December 31, 2002, December 31, 2001, December
31, 2000, and December 31, 1999, respectively:
12/31/02 12/31/01 12/31/00 12/31/99
------------ ------------ ------------ ------------
Revenues $ 3,800,220 $4,650,930 $4,326,287 $2,894,050
Net Income 1,226,589 $890,329 $541,293 $365,618
Earnings per Share $0.1845 $0.1338 $.0814 $0.0536
Cash Dividend
per Share $0.00 $0.00 $0.00 $0.00
Total Assets $10,346,955 $8,168,003 $10,603,031 $8,201,753
Stockholders
Equity 3,084,346 $1,857,757 $967,428 $426,135
ITEM 7. Management's Discussion and Analysis of Financial
------------------------------------------------------
Condition and Results of Operation .
----------------------------------
The following discussion and analysis below should be read
in conjunction with the financial statements, including the notes
thereto, appearing elsewhere in this Annual Report on Form 10-K.
To date, the Company's only activities and sources of operating
revenue have been leases of tractor and trailer truck equipment
to one affiliated company, Continental Express SD, Inc.
-3-
Results of Operation
Fiscal year ended December 31, 2002
Lease income was $3,663,770 for the fiscal year ended
December 31, 2002. As of that date the Company had 135 tractors
and 141 semi-trailers leased to its customer. Operating
expenses (consisting primarily of interest expense and
depreciation) for the fiscal year ended December 31, 2002 were
$2,390,844 and operating expenses as a percentage of lease income
was 65.3%. The improvement in this percentage in 2002 from the
prior year resulted primarily from a reduction in operating
expenses of 26.5% in 2002 from fiscal year 2001 levels. In
particular, the Company benefitted from the lower depreciation
levels in 2002. This improvement was slightly offset by a
reduction in lease revenues in 2002 from fiscal year 2001 levels.
Income from operations for the fiscal year ended December
31, 2002 was $1,409,376, an increase of 0.75% from fiscal year
2001. This increase in operating income results from a decrease
in operating expenses as well as $136,450 in income realized on a
gain from the sale of equipment. Other income for fiscal year
2002 was $94,230. Income before income taxes for fiscal year
2002 totaled $1,503,606, with a provision for income taxes of
$277,017, resulting in net income for fiscal year 2002 equal to
$1,226,589. This amount represents an increase of 27.4% over the
net income amount in fiscal year 2000, as a result of the
differences in income noted above.
Fiscal year ended December 31, 2001
Lease income was $4,298,713 for the fiscal year ended
December 31, 2001. As of December 31, 2001, the Company had 126
tractors and 142 semi-trailers leased to its customers. Operating
expenses (consisting primarily of interest and depreciation) for
the fiscal year ended December 31, 2001 were $3,252,065, and
operating expenses as a percentage of lease income was 75.7%.
The improvement in this percentage in 2001 from the prior year
resulted primarily from a reduction in operating expenses of 5.8%
in 2001 from fiscal year 2000 levels. This improvement was
slightly offset by a small reduction in lease revenues in 2001
from fiscal year 2000 levels.
Income from operations for the fiscal year ended December
31, 2001 was $1,398,865. Other income for the fiscal year ended
December 31, 2001 was $41,970. Income before income taxes for the
fiscal year ended December 31, 2001 was $1,440,835, with provision
for income taxes of $550,506, resulting in net income for the
fiscal year ended December 31, 2001 of $890,329. The increases
in the operating and net income for 2001 over 2000 amounts
result from the increased revenue and expense amounts discussed
above.
Fiscal Year Ended December 31, 2000
Lease income was $4,326,287 for the fiscal year ended
December 31, 2000. As of December 31, 2000, the Company had 173
tractors and 142 semi-trailers leased to its customer. Operating
expenses (consisting primarily of interest and depreciation) for
the fiscal year ended December 31, 2000 were $3,452,765, and
operating expenses as a percentage of lease income was 79.8%.
Income from operations for the fiscal year ended December 31,
2000 was $873,522. Other income for the fiscal year ended
December 31, 2000 was $8,888. Income before income taxes for the
fiscal year ended December 31, 2000 was $882,410, with provision
for income taxes of $341,117, resulting in net income for the
fiscal year ended December 31, 2000 of $541,293.
The Company anticipates additional leasing activity with
Continental Express SD, Inc., through the year 2003. During
2003, the Company will increase its efforts to provide equipment
leasing and loan products to other customers in an effort to
diversify its revenue stream and the products being offered.
However, during the next twelve months, the Company does not
anticipate any material change in the sources of its revenue
stream.
-4-
Liquidity and Capital Resources
The Company's current assets and working capital are
sufficient to meet its needs for the next twelve months of
operation as the Company is currently operating. However, the
Company has an ongoing need to finance its lending activities.
This need is expected to increase as the volume of the Company's
loan and lease originations increase. The Company's primary cash
requirements include the funding of (i) loans and leases pending
their sale, (ii) fees and expenses incurred in connection with
its securitization program, (iii) over collateralization or
reserve account requirements in connection with loans pooled and
sold, (iv) interest, fees, and expenses associated with the
Company's warehouse credit and repurchase facilities with certain
financial institutions, (v) federal and state income tax
payments, and (vi) ongoing administrative and other operating
expenses. To date, the Company currently has funded these cash
requirements by credit facilities granted by Navistar Financial
Corporation, Banc One Leasing Corporation, GE Capital Corporation
and Fleet Capital Leasing and guaranteed by the Company's
affiliate, Continental Express SD, Inc. The Company anticipates
that in the future it will rely more heavily on securitizations,
whole loan and lease sales, and borrowings as its cash
requirements increase.
The Company has also offered and sold its common stock to
fund its operations. In April 1998, the Company issued 7,000,000
shares of common stock for net proceeds of $70,000.
Inflation
The impact of inflation is reflected in the increased cost
of the Company's operating expenses, excluding depreciation and
interest expense. Changes in interest rates have a greater
impact on the Company's performance than do the effects of
general levels of inflation. Inflation affects the Company
primarily through its effect on interest rates, since interest
rates normally increase during periods of high inflation and
decrease during periods of low inflation. The Company intends to
manage its exposure to inflationary interest rate risks by
closely monitoring the difference or spread between the
effective rate of interest received by the Company and the rates
payable by the Company.
ITEM 8. Financial Statements and Supplementary Data.
-------------------------------------------
The financial statements, including notes thereto, are
attached in the Financial Statement Schedules in Item 15 to this
Annual Report on Form 10-K.
ITEM 9. Changes In and Disagreements with Accountants on
------------------------------------------------------
Accounting and Financial Disclosure.
-----------------------------------
None.
PART III
ITEM 10. Directors and Executive Officers of the Registrant.
--------------------------------------------------
The names of the directors and executive officers of the
Company, as well as their respective ages and positions with the
Company, are as follows:
Name Age Position
---- --- --------
Edward M. Harvey 71 Chairman of the Board of Directors
Michael Kelly Woodridge 44 President and Director
Todd W. Tiefel 37 Chief Financial Officer and
Director
John P. Flahavin 66 Director
Theodore C. Skokos 55 Director
Edward M. Harvey has been the President and the Chairman of
the Company's Board of Directors since the Company's inception
and currently remains as chairman of the Board of Directors.
Prior to founding the Company, Mr. Harvey founded and continues
to own and serve as the Chairman of the Board of Harvey
Incorporated and several affiliated companies, including Harvey
Industries, Inc., Harvey Manufacturing Corporation and Advanced
Sawmill Machinery, Inc. (Manufacturing), Continental Express SD,
Inc. (Trucking), Preston National Bank (Banking) and Continental
Lumber Company and Travis Lumber Company, Inc. (Timber).
Michael Kelly Wooldridge has served as a Director of the
Company since its inception and has served as the Company's
President since 2002. Mr. Wooldridge has served as the
President of Gibraltar National Insurance Company since 1988.
Todd W. Tiefel has served as the Secretary, Treasurer and a
Director of the Company since its inception, has served as the
Company's CFO since 2002, and has been the Chief Financial
Officer of Harvey Incorporated since 1996. Prior thereto and
since before 1996, Mr. Tiefel served in different capacities
with Baird, Kurtz & Dobson, Certified Public Accountants,
most recently as Audit/Tax Supervisor. Mr. Tiefel is a Certified
Public Accountant.
John P. Flahavin has served as a Director of the Company
since its inception. Since 1973, Mr. Flahavin has served as the
President of John Flahavin & Associates, an apparel manufacturer
and representative of designer manufacturers. In addition, during
the 1992 to 1995 period, Mr. Flahavin also served as the
President of Teri Jon N.Y., a dress and suit manufacturer
generating sales volume of approximately $21,000,000.
Theodore C. Skokos has served as a Director of the Company
since its inception. Mr. Skokos is involved with several other
businesses, principally in the telecommunications field, and has
served since 1991 as the President of Skokos Cellular
Communications of Arkansas, Inc., as President of New Hampshire
One Cellular Telephone Company, Inc., and as President of Cardiac
Concepts, Inc., a medical device company. In addition, Mr.
Skokos has been a member of the law firm of Skokos, Bequette &
Billingsley, P.A., since before 1996, and served as that firm's
President during 1993-1994.
-6-
ITEM 11. Executive Compensation.
----------------------
None of the Company's executive officers were compensated
for their services in such capacities for the year ended December
31, 2002.
ITEM 12. Security Ownership of Certain Beneficial Owners and
------------------------------------------------------
Management.
----------
The following table sets forth information regarding
the beneficial ownership of the Company's Common Stock as of the
date hereof by (i) each person known by the Company to be the
beneficial owner of more than five percent of its Common Stock;
(ii) each director; (iii) each executive officer of the Company;
and (iv) all directors and executive officers as a group. Unless
otherwise indicted, each of the following stockholders has sole
voting and investment power with respect to the shares
beneficially owned, except to the extent that such authority is
shared by spouses under applicable law.
-7-
Amount and
Name and Address of Nature of Percentage of
Beneficial Owner Beneficial Outstanding
Ownership Shares
------------------- ---------- -------------
Edward M. Harvey(1)(2) 4,855,200 73.01%
Bonnie P. Harvey(1)(3) 350,000 5.26%
Charles Harvey(1)(4) 350,000 5.26%
Deborah Harvey(1)(5) 350,000 5.26%
Jill Pryor(1)(6) 350,000 5.26%
Darby Boyd(1)(7) 350,000 5.26%
Mark Guffin(1)(8) 350,000 5.26%
Diane Miller(1)(9) 44,800 *
All executive officers 4,855,200 73.01%
and directors as a
group (5 persons)
* Denotes less than one percent (1%) of the outstanding
shares.
(1) CONX Capital Corporation and each of such persons may be
reached at 502 North Division Street, Carson City, Nevada,
89703, or 1406 Cantrell Road, Little Rock, Arkansas, 72201.
(2) Includes 350,000 shares held in the name of his spouse,
Bonnie P. Harvey. Edward M. Harvey is the spouse of Bonnie
P. Harvey and the father of Charles Harvey and Deborah
Harvey, and the stepfather of Jill Pryor, Darby Boyd and
Mark Guffin. Mr. Harvey disclaims beneficial ownership over
any of the shares held by all such persons.
(3) Includes 4,505,200 shares held in the name of her spouse,
Edward M. Harvey. Bonnie P. Harvey is the spouse of Edward
M. Harvey and the stepmother of Charles Harvey and Deborah
Harvey, and the mother of Jill Pryor, Darby Boyd and Mark
Guffin. Mrs. Harvey disclaims beneficial ownership over any
of the shares held by all such persons.
(4) Charles Harvey is the son of Edward M. Harvey.
(5) Deborah Harvey is the daughter of Edward M. Harvey.
(6) Jill Pryor is the daughter of Bonnie Harvey.
(7) Darby Boyd is the daughter of Bonnie Harvey.
(8) Mark Guffin is the son of Bonnie Harvey.
(9) Ms. Miller's address is 18 Masters Place Cove, Maumelle,
Arkansas, 72113.
ITEM 13. Certain Relationships and Related Transactions.
----------------------------------------------
The officers and directors are required to devote only such
time to the Company's affairs as is necessary for the effective
conduct of the Company's business. Each of the directors and
officers have, and may continue to have, occupations and sources
of income other than as a director or officer of the Company.
To date, the Company's lease income has been derived from
one affiliated company, Continental Express SD, Inc., and
Continental Express SD, Inc. has guaranteed each of the Company's
existing credit facilities granted by Navistar Financial
Corporation, Banc One Leasing Corporation, Fleet Capital Leasing
and GE Capital Corporation. Edward M. Harvey, chairman of the
Board of Directors of the Company, owns 67.75% of the issued and
outstanding shares of common stock of the Company, and is the
president and the controlling and majority shareholder of
Continental Express SD, Inc.
-8-
Except as set forth above, there have not been any
transactions and currently there are no proposed transactions in
which the amount involved exceeds $60,000 in which any director,
officer, or 5% shareholder is involved during the fiscal year
ended December 31, 2002.
ITEM 14. Control and Procedures.
The Company maintains disclosure controls and procedures
that are designed to ensure that information required to be
disclosed in the Company's reports pursuant to the Securities
Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief
Executive Officer and its Chief Financial Officer, as
appropriate, to allow timely decisions regarding required
disclosures. In designing and evaluating the disclosure controls
and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can
provide only reasonable assurances of achieving the desired
control objectives, and management necessarily was required to
apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
Within 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the
participation of the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures, as
that term is defined in Rule 13a-14(c) under the Securities
Exchange Act of 1934, as amended. Based on this evaluation, the
Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures
are effective in timely alerting the Company's Chief Executive
Officer and Chief Financial Officer to material information
required to be disclosed in the periodic reports filed with the
SEC.
In addition, the Company's Chief Executive Officer and Chief
Financial Officer have reviewed the Company's internal controls,
and there have been no significant changes in the Company's
internal controls or in other factors that could significantly
affect those controls subsequent to the date of the last
evaluation.
PART IV
ITEM 15. Exhibits, Financial Statements and Reports on Form 8-K:
-------------------------------------------------------
(a)(1) Financial Statements - See Index to Financial
Statements on Page F-1 of this Annual Report on
Form 10-K.
(a)(2) Financial Statement Schedules included in Part IV
of this Annual Report on Form 10-K. All schedules
under the accounting regulations of the SEC are
not required under the related instructions or are
inapplicable and thus, have been omitted.
(a)(3) See Exhibits below.
(b) No reports on Form 8-K were filed during the year ended
December 31, 2002.
(c) Exhibits.
3.1* Certificate of Incorporation of CONX Capital
Corporation.
3.2* Bylaws of CONX Capital Corporation.
10.1* CONX Capital Corporation 1998 Stock Compensation
Plan.
99.1 Certification of Chief Executive Officer of CONX
Capital Corporation Pursuant to 18 U.S.C. Section
1350.
99.2 Certification of Chief Financial Officer of CONX
Capital Corporation Pursuant to 18 U.S.C. Section
1350.
------------
* Previously filed as an Exhibit to the CONX
Capital Corporation Form 10 filed August 3,
2000 (File No. 0-31235).
-9-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CONX Capital Corporation
By: /s/ Edward M. Harvey
--------------------------------
Edward M. Harvey, Chairman of
the Board of Directors
Dated: March 31, 2003
-10-
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and all
the dates indicated.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below appoints, Todd W. Tiefel, his attorney-
in-fact, with the power of substitution, for him in any and all
capacities, to sign any and all amendments to this Annual Report
on Form 10-K and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do
or cause to be done by virtue hereof.
/s/ Edward M. Harvey
------------------------------------
Name: Edward M. Harvey
Capacity: Chairman and Director
(Principal Executive Officer)
Dated: March 31, 2003
/s/ Michael Kelly Wooldridge
----------------------------------------
Name: Michael Kelly Wooldridge
Capacity: President and Director
Dated: March 31, 2003
/s/ Todd W. Tiefel
--------------------------------------
Name: Todd W. Tiefel
Capacity: Chief Financial Officer and
Director
(Principal Financial and
Accounting Officer)
Dated: March 31, 2003
/s/ John P. Flahavin
---------------------------------------
Name: John P. Flahavin
Capacity: Director
Dated: March 31, 2003
/s/ Theodore C. Skokos
----------------------------------------
Name: Theodore C. Skokos
Capacity: Director
Dated: March 31, 2003
-11-
Certifications
--------------
I, Edward M. Harvey, certify that:
1. I have reviewed this annual report on Form 10-K of CONX
Capital Corporation;
2. Based on my knowledge, this annual report does not contain
any untrue statement of a 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
annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a) designed such disclosure controls and procedures 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 annual
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this annual report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 31, 2003
/s/ Edward M. Harvey
---------------------------
Principal Executive Officer
-19-
I, Todd W. Tiefel, certify that:
1. I have reviewed this annual report on Form 10-K of CONX
Capital Corporation;
2. Based on my knowledge, this annual report does not contain
any untrue statement of a 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
annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a) designed such disclosure controls and procedures 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 annual
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this annual report
(the "Evaluation Date"); and
c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this annual report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 31, 2003
/s/ Todd W. Tiefel
-----------------------
Chief Financial Officer
CONX Capital Corporation
Accountants' Report and Financial Statements
December 31, 2002, 2001 and 2000
CONX Capital Corporation
December 31, 2002, 2001 and 2000
Contents
Independent Accountants' Report ............................. F-1
Financial Statements
Balance Sheets ............................................ F-2
Statements of Income ...................................... F-3
Statements of Stockholders' Equity ........................ F-4
Statements of Cash Flows .................................. F-5
Notes to Financial Statements ............................. F-6
Independent Accountants' Report
Board of Directors
CONX Capital Corporation
Little Rock, Arkansas
We have audited the accompanying balance sheets of CONX Capital
Corporation as of December 31, 2002 and 2001, and the related
statements of income, stockholders' equity and cash flows for
each of the years ended December 31, 2002, 2001 and 2000. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of CONX Capital Corporation as of December 31, 2002 and 2001, and
the results of its operations and its cash flows for each of the
years ended December 31, 2002, 2001 and 2000, in conformity with
accounting principles generally accepted in the United States of
America.
/s/ BKD, LLP
Little Rock, Arkansas
February 28, 2003
CONX Capital Corporation
Balance Sheets
December 31, 2002 and 2001
Assets
2002 2001
---------------------------
Cash $ 56,487 $ 888,826
Accounts receivable - other 94,952 87,974
Accounts receivable - affiliated company 236,735 --
Note receivable - affiliated company 2,345,170 739,027
Equipment, at cost, net of accumulated
depreciation 7,613,611 6,452,176
---------- ---------
$ 10,346,955 $ 8,168,003
=========== ==========
Liabilities and Stockholders' Equity
Liabilities
Accrued expenses $ 48,427 $ --
Long-term debt 5,893,177 5,183,758
Deferred income taxes 1,321,005 1,126,488
---------- ----------
Total liabilities 7,262,609 6,310,246
---------- ----------
Stockholders' Equity
Common stock, $.01 par value,
authorized and issued 7,000,000
shares 70,000 70,000
Retained earnings 3,032,346 1,805,757
---------- ----------
3,102,346 1,875,757
Treasury stock, at cost
Common - 350,000 shares (18,000) (18,000)
---------- -----------
3,084,346 1,857,757
---------- ----------
$ 10,346,955 $ 8,168,003
=========== ==========
See Notes to Financial Statements
F-2
CONX Capital Corporation
Statements of Income
Years Ended December 31, 2002, 2001 and 2000
2002 2001 2000
-----------------------------------------
Lease Income $ 3,663,770 $ 4,298,713 $ 4,326,287
Gain on Sale of Equipment 136,450 352,217 --
---------- ---------- ----------
3,800,220 4,650,930 4,326,287
---------- ---------- ----------
Operating Expenses
Management fees 60,000 60,000 60,000
Depreciation 2,008,663 2,582,008 2,585,711
Professional fees 33,381 38,994 31,406
Director's fees 20,000 20,000 20,000
Rent 6,000 6,000 6,000
Taxes and licenses 1,425 12,246 11,815
Other 1,003 3,376 1,962
Interest expense 260,372 529,441 735,871
---------- ---------- ----------
2,390,844 3,252,065 3,452,765
---------- ---------- ----------
Operating Income 1,409,376 1,398,865 873,522
Other Income
Interest income 94,230 41,970 8,888
---------- ---------- ----------
Income Before Income Taxes 1,503,606 1,440,835 882,410
Provision for Income Taxes 277,017 550,506 341,117
---------- ---------- ----------
Net Income $ 1,226,589 $ 890,329 $ 541,293
=========== ========== ==========
Earnings Per Share
Net income $ 1,226,589 $ 890,329 $ 541,293
Weighted average shares of
common stock 6,650,000 6,650,000 6,650,000
---------- ---------- ----------
Basic earnings per share $ 0.1845 $ 0.1338 $ 0.0814
=========== =========== ==========
See Notes to Financial Statements
F-3
CONX Capital Corporation
Statements of Stockholders' Equity
Years Ended December 31, 2002, 2001 and 2000
Common Retained Treasury
Stock Earnings Stock Total
------------------------------------------------
Balance, January 1,
2000 $ 70,000 $ 374,135 $ -- $ 444,135
Purchase of treasury
stock -- -- (18,000) (18,000)
Net income -- 541,293 -- 541,293
-------- ---------- --------- ---------
Balance, December 31,
2000 70,000 915,428 (18,000) 967,428
Net income -- 890,329 -- 890,329
-------- ---------- --------- ---------
Balance, December 31,
2001 70,000 1,805,757 (18,000) 1,857,757
Net income -- 1,226,589 -- 1,226,589
-------- ---------- -------- ----------
Balance, December 31,
2002 $ 70,000 3,032,346 (18,000) 3,084,346
======== ========== ========= ==========
See Notes to Financial Statements
F-4
CONX Capital Corporation
Statements of Cash Flows
Years Ended December 31, 2002, 2001 and 2000
2002 2001 2000
----------------------------------------
Operating Activities
Net income $ 1,226,589 $ 890,329 $ 541,293
Items not requiring (providing)
cash
Depreciation 2,008,663 2,582,008 2,585,711
Deferred income taxes 194,517 550,506 341,117
Gain on sale of equipment (136,450) (352,217) --
Changes in
Accounts receivable (243,713) 9,504 (60,472)
Accounts payable and accrued
expenses 18,427 (27,968) (76,800)
--------- --------- ----------
Net cash provided by operating
activities 3,068,033 3,652,162 3,330,849
--------- --------- ---------
Investing Activities
Proceeds from sale of
equipment 973,720 1,470,638 --
Purchase of property and
equipment (4,007,369) -- (4,846,336)
Issuance of note receivable (1,576,143) (739,027) (125,000)
Collection of note
receivable -- 125,000 175,565
--------- --------- ---------
Net cash provided by (used in)
investing activities (4,609,791) 856,611 (4,795,771)
--------- --------- ---------
Financing Activities
Proceeds from issuance of
long-term debt 4,007,368 428,102 4,846,336
Payments on long-term debt (3,297,949) (4,275,997) (3,250,669)
--------- --------- ---------
Net cash provided by (used
in) financing activities 709,419 (3,847,895) 1,595,667
--------- --------- ---------
Increase (Decrease) in Cash (832,339) 660,878 130,745
Cash, Beginning of Year 888,826 227,948 97,203
--------- --------- ---------
Cash, End of Year $ 56,487 $ 888,826 $ 227,948
========== ========== ==========
Supplemental Cash Flows
Information
Interest paid $ 260,372 $ 529,441 $ 735,871
Income taxes paid $ 82,500 $ -- $ --
See Notes to Financial Statements
F-5
CONX Capital Corporation
Notes to Financial Statements
December 31, 2002 and 2003
Note 1: Nature of Operations and Summary of Significant
Accounting Policies
Nature of Operations
CONX Capital Corporation, a Delaware Corporation, ("Company")
is a specialty commercial finance company engaged in the
business of originating and securing loans and equipment
leases to smaller businesses, with a primary initial focus on
regional trucking companies. The Company was organized in
April 1998 with its headquarters located in Carson City,
Nevada. The Company originates loans and leases through
marketing offices located in Carson City, Nevada and Little
Rock, Arkansas. For the years ended December 31, 2002, 2001
and 2000, all lease income was derived from one affiliated
company.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America 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 amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Accounts Receivable
Accounts receivable are stated at the amount billed to
customers. The Company provides an allowance for doubtful
accounts, which is based upon a review of outstanding
receivables, historical collection information and existing
economic conditions. Delinquent receivables are written off
based on individual credit evaluation and specific
circumstances of the customer.
Property and Equipment
Property and equipment are depreciated over the estimated
useful life of each asset. Leasehold improvements are
amortized over the shorter of the lease term or the estimated
useful lives of the improvements. Annual depreciation is
primarily computed using accelerated methods.
Income Taxes
Deferred tax liabilities and assets are recognized for tax
effects of differences between the financial statement and
tax bases of assets and liabilities. A valuation allowance
is established to reduce deferred tax assets if it is more
likely than not that a deferred tax asset will not be
realized.
Revenue Recognition
The Company recognizes operating lease income on the straight-
line basis over the life of the operating leases. These
operating leases contain provisions for service charges on
late payments equal to 2% of the lease payment or, if less,
the highest rate allowed by Nevada law. The leases also
contain excess mileage charges in the amount of five cents
per mile for miles in excess of 150,000 miles determined on
an annual basis. Initial direct costs are expensed over the
life of the corresponding lease in proportion to the
recognition of lease income.
At December 31, 2002, the approximate future minimum lease
income under these operating leases is as follows:
2003 $ 1,185,600
2004 1,185,600
2005 1,185,600
2006 1,026,000
---------
$ 4,582,800
=========
F-6
CONX Capital Corporation
Notes to Financial Statements
December 31, 2002 and 2003
Earnings Per Share
Earnings per share have been computed based upon the weighted-
average common shares outstanding during each year.
Operating Leases
The Company leases equipment under noncancellable operating
leases. These leases expire in 2002 and convert to a month
to month basis if the Company does not receive notice of
termination. These leases require the lessee to pay all
executory costs (property taxes, maintenance and insurance).
Rental income under these operating leases was $3,663,770,
$4,298,713 and $4,326,287 for the years ended December 31,
2002, 2001 and 2000, respectively.
Equipment under operating leases consists of the following at
December 31, 2002 and 2001:
2002 2001
--------------------------
Tractors $ 10,089,300 $ 9,077,742
Trailers 2,447,894 2,465,895
---------- ----------
12,537,194 11,543,637
Less accumulated depreciation 4,923,583 5,091,461
---------- ----------
$ 7,613,611 $ 6,452,176
========== ==========
Income Taxes
Deferred tax liabilities and assets are recognized for the
tax effects of differences between the financial statement
and tax bases of assets and liabilities. A valuation
allowance is established to reduce deferred tax assets if it
is more likely than not that a deferred tax asset will not be
realized.
Note 2: Long-term Debt
2002 2001
-------------------------
Notes payable - Navistar Financial
Corporation (A) $ 5,129,581 $ 3,053,654
Note payable - Banc One Leasing
Corporation (B) -- 568,005
Note payable - Fleet Capital
Leasing (C) 141,980 304,271
Note payable - GE Capital (D) 621,616 1,257,828
--------- ---------
$ 5,893,177 $ 5,183,758
========== ==========
F-7
CONX Capital Corporation
Notes to Financial Statements
December 31, 2002 and 2003
(A) Due in monthly installments through 2004 ranging from $2,253
to $53,693 with total monthly payments of approximately $160,000;
including interest from 6.0 % to 7.4%; secured by trucks and
trailers. Notes are guaranteed by Continental Express SD, Inc.
(See Note 5)
(B) Due October 30, 2003; payable $14,892 monthly, including
interest at 7.83%; secured by trailers. Note is guaranteed by
Continental Express SD, Inc. (See Note 5)
(C) Due January 28, 2003; payable $45,367 monthly, including
interest at 6.5%; secured by tractors and trailers. Note is
guaranteed by Continental Express SD, Inc. (See Note 5)
(D) Due December 1, 2005; payable $39,854 monthly, including
variable interest rates, 5.58% to 5.92% at December 31, 2001;
secured by tractors. Note is guaranteed by Continental Express
SD, Inc. (See Note 5)
Aggregate annual maturities of long-term debt at December 31, 2002:
2003 $ 2,209,361
2004 1,503,395
2005 1,230,534
2006 949,887
---------
$ 5,893,177
=========
NOTE 3: Income Taxes
The provision for income taxes includes these components:
2002 2001 2000
-------------------------------------
Taxes currently payable $ 82,500 $ -- $ --
Deferred income taxes 194,517 550,506 341,117
--------- --------- --------
$ 277,017 $ 550,506 $ 341,117
========= ========= =========
A reconciliation of income tax expense at the statutory rate
to the Company's actual income tax expense is shown below:
2002 2001 2000
--------------------------------------
Computed at the statutory
rate (34%) $ 511,226 $ 489,884 $ 300,019
Increase (decrease) resulting
from:
Tax gain on sale of fixed
assets (190,498) -- --
Other (43,711) 60,622 41,098
--------- -------- --------
Actual tax provision $ 277,017 $ 550,506 $ 341,117
========= ========= =========
F-8
CONX Capital Corporation
Notes to Financial Statements
December 31, 2002 and 2003
The tax effects of temporary differences related to deferred
taxes shown on the balance sheets were:
2002 2001
--------------------------
Deferred tax assets
Net operating loss
carryforwards
(expiring 2020 $ 43,176 $ 141,516
Deferred tax liabilities
Accumulated depreciation (1,364,181) (1,268,004)
--------- ---------
Net deferred tax liability $ (1,321,005) $ (1,126,488)
=========== ===========
Note 4: Equipment
Equipment consists of the following at December 31, 2002 and 2001:
2002 2001
-----------------------
Tractors $ 10,089,300 $ 9,077,742
Trailers 2,447,894 2,465,895
---------- ----------
12,537,194 11,543,637
Less accumulated depreciation 4,923,583 5,091,461
---------- ----------
$ 7,613,611 $ 6,452,176
========== ==========
Note 5: Related Party Transactions
The Company leases all of its equipment to Continental
Express SD, Inc., an affiliated company, which has common
ownership with the Company. The lessor is required to pay
all executory costs (property taxes, maintenance and
insurance). The Company uses the management and office
supplies of Harvey Manufacturing Corporation, an affiliated
Company, which is owned by a stockholder. The Company paid
Harvey Manufacturing Corporation $60,000 during 2002, 2001
and 2000 for management fees.
At December 31, 2002 and 2001, the Company had a receivable
and interest from Harvey Manufacturing Corporation in the
amount of $766,612 and $739,027.
At December 31, 2002, the Company had a receivable from Great
Western, LLC, in the amount of $124,900.
At December 31, 2002, the Company had a receivable and
interest from Continental Express, Inc. in the amount of
$1,491,658.
At December 31, 2002, the approximate future minimum lease
income under these operating leases is as follows:
2003 $ 1,185,600
2004 1,185,600
2005 1,185,600
2006 1,026,000
---------
$ 4,582,800
=========
F-9
Exhibit 99.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF CONX CAPITAL CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying report on Form 10-K for
the year ended December 31, 2002 and filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Edward
M. Harvey, Chief Executive Officer of CONX Capital Corporation,
hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that:
1. The report fully complies with the requirements
of Section 13 (a) or 15 (d) of the Secutities
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.
/s/ Edward M. Harvey
---------------------------
Edward M. Harvey
Chief Executive Officer
-18-
Exhibit 99.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
OF CONX CAPITAL CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying report on Form 10-K for
the year ended December 31, 2002 and filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Todd W.
Tiefel, Chief Financial Officer of CONX Capital Corporation, hereby
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes - Oxley Act of 2002, that:
1. The report fully complies with the requirements
of Section 13 (a) or 15 (d) of the Secutities
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.
/s/ Todd W. Tiefel
----------------------------
Todd W. Tiefel
Chief Financial Officer
-19-