Manhattan Bridge Capital, Inc 10-Q for FY2022 Q3
Manhattan Bridge Capital, Inc (LOAN)
About this 10-Q
Manhattan Bridge Capital, Inc filed this 10-Q on October 21, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.11M
- up 29.5% from $1.63M a year earlier
- Net income
- $1.24M
- up 11.5% from net income of $1.11M a year earlier
- Diluted EPS
- $0.11
- up 10.0% from $0.10 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
or
For the transition period from_______________________________ to _________________________________
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(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 | ||
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. ☒
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). ☒
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 | ☐ | ||
| ☒ | 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 ☒
As of October 21, 2022, the Issuer had a total of common shares, $.001 par value per share, outstanding
MANHATTAN BRIDGE CAPITAL, INC. TABLE OF CONTENTS |
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| Page Number | ||
| Part I | FINANCIAL INFORMATION | |
| Item 1. | 2 | |
Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 |
2 | |
| 3 | ||
| 4 | ||
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 |
5 | |
| 6 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
10 |
| Item 3. | 14 | |
Item 4. |
15 | |
| Part II | ||
| Item 1A. | Risk Factors | 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) an increase in interest rates may impact our profitability; (v) if we overestimate the yields on our loans or incorrectly value the collateral securing the loan, we may experience losses; (vi) we may be subject to “lender liability” claims; (vii) our due diligence may not uncover all of a borrower’s liabilities or other risks to its business; (viii) borrower concentration could lead to significant losses; and (ix) 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. 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, 2021 (the “2021 Annual Report”) and in Part II, Item 1A., of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Quarterly Report”). 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
| September 30, 2022 | December 31, 2021 | |||||||
| (unaudited) | (audited) | |||||||
| Assets | ||||||||
| Loans receivable | $ | $ | ||||||
| Interest receivable on loans | ||||||||
| Cash | ||||||||
| Cash - restricted | ||||||||
| Other assets | ||||||||
| Operating lease right-of-use asset, net | ||||||||
| Deferred financing costs, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Liabilities: | ||||||||
| Line of credit | $ | $ | ||||||
| Senior
secured notes (net of deferred financing costs of $ | ||||||||
| Deferred origination fees | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Operating lease liability | ||||||||
| Dividends payable | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred shares - $ par value per share; shares authorized; ne issued | ||||||||
| Common shares - $ par value per share; shares authorized; issued; outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Treasury shares, at cost – shares | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 2 |
MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2021 | 2022 | |||||||||||||
| Interest income from loans | $ | $ | $ | $ | ||||||||||||
| Origination fees | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Interest and amortization of deferred financing costs | ||||||||||||||||
| Referral fees | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||
| Income from operations | ||||||||||||||||
| Other income | ||||||||||||||||
| Income before income tax expense | ||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Basic and diluted net income per common share outstanding: | ||||||||||||||||
| —Basic | $ | $ | $ | $ | ||||||||||||
| —Diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average number of common shares outstanding | ||||||||||||||||
| —Basic | ||||||||||||||||
| —Diluted | ||||||||||||||||
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 SEPTEMBER 30, 2022
| Common Shares | Additional Paid in | Treasury Shares | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Cost | Deficit | Totals | ||||||||||||||||||||||
| Balance, July 1, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Non-cash compensation | ||||||||||||||||||||||||||||
| Dividends declared and payable | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021
| Common Shares | Additional Paid in | Treasury Shares | Retained | |||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Cost | Earnings | Totals | ||||||||||||||||||||||
| Balance, July 1, 2021 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||
| Public offering, net | ||||||||||||||||||||||||||||
| Non-cash compensation | ||||||||||||||||||||||||||||
| Dividends paid | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022
| Common Shares | Additional Paid in | Treasury Shares | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Cost | Deficit | Totals | ||||||||||||||||||||||
| Balance, January 1, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Non-cash compensation | ||||||||||||||||||||||||||||
| Dividends paid | ( | ) | ( | ) | ||||||||||||||||||||||||
| Dividends declared and payable | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
| Common Shares | Additional Paid in | Treasury Shares | (Accumulated Deficit) Retained | |||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Cost | Earnings | Totals | ||||||||||||||||||||||
| Balance, January 1, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Public offering, net | ||||||||||||||||||||||||||||
| Non-cash compensation | ||||||||||||||||||||||||||||
| Dividends paid | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||
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)
Nine Months Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments
to reconcile net income to net cash provided by operating activities - | ||||||||
| Amortization of deferred financing costs | ||||||||
| Adjustment to operating lease right-of-use asset and liability | ||||||||
| Depreciation | ||||||||
| Non-cash compensation expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Interest receivable on loans | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Deferred origination fees | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Issuance of short term loans | ( | ) | ( | ) | ||||
| Collections received from loans | ||||||||
| Purchase of fixed assets | ( | ) | ||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from (repayment of) line of credit, net | ( | ) | ||||||
| Dividends paid | ( | ) | ( | ) | ||||
| Proceeds from public offering, net | ||||||||
| Deferred financing costs incurred | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net increase (decrease) in cash and restricted cash* | ( | ) | ||||||
| Cash and restricted cash*, beginning of year | ||||||||
| Cash and restricted cash*, end of period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Taxes paid during the period | $ | $ | ||||||
| Interest paid during the period | $ | $ | ||||||
| Operating leases paid during the period | $ | $ | ||||||
| Supplemental Information – Noncash Information: | ||||||||
| Dividend declared and payable | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
| 5 |
MANHATTAN
BRIDGE CAPITAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2022
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, 2021 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. CASH - RESTRICTED
Restricted cash mainly represents collections received, pending check clearance, from the Company’s commercial loans and is primarily dedicated to the reduction of the Webster Credit Line (as defined below), established pursuant to the Amended and Restated Credit Agreement (as defined below, see Note 5).
4. 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
At
September 30, 2022, the Company was committed to $
| 6 |
At September 30, 2022, no one entity has 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 September 30, 2022 and December 31, 2021:
SCHEDULE OF CREDIT RISK
| Performing loans | Developers- Residential | Developers- Commercial | Developers- Mixed Use | Total outstanding loans | ||||||||||||
| September 30, 2022 | $ | $ | $ | $ | ||||||||||||
| December 31, 2021 | $ | $ | $ | $ | ||||||||||||
At
September 30, 2022, the Company’s loans receivable consisted of loans in the amount of $
In all instances the borrowers are currently paying their interest and, generally, the Company receives a fee in connection with the extension of the loans. In all instances the borrower has either signed an extension agreement or are in the process of signing the extension. At September 30, 2022, no loan impairments exist and there are no provisions for impairments of loans or recoveries thereof.
Subsequent
to the balance sheet date, $
5. LINE OF CREDIT
The
Company executed an Amended and Restated Credit and Security Agreement, as amended (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 $
On
March 7, 2022, the Company entered into a Waiver Agreement (the “Waiver”), with respect to the Amended and Restated Credit
Agreement, with the Lenders and Mr. Ran, as guarantor, to provide the Company with a waiver of its covenant with respect to maintaining
its fixed charge coverage ratio for the period ended December 31, 2021. In addition, the Waiver also provided that an amount of $
| 7 |
On
April 25, 2022, the Company entered into an amendment (the “2022 Amendment”), with respect to the Amended and Restated Credit
Agreement with the Lenders and Mr. Ran, as guarantor. Pursuant to the terms of the 2022 Amendment, each of the Company and the Lenders
agreed to amend the Amended and Restated Credit Agreement to provide as follows: (i) to increase the limit on individual loans from $
Except
as set forth in the preceding paragraphs, the Company was in compliance with all covenants of the Webster Credit Line, as amended, as
of September 30, 2022. At September 30, 2022, the outstanding amount under the Amended Credit Agreement was $
6. SENIOR SECURED NOTES
On
April 25, 2016, in an initial public offering, MBC Funding II issued
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 September 30, 2022.
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
The
Company guaranteed MBC Funding II’s obligations under the Notes, which are secured by its pledge of
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 September 30, 2022, each of Mr. Ran and Ms. Kao owned an aggregate of $
| 8 |
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. There were no outstanding stock options or warrants at September 30, 2022 and 2021.
Stock-based
compensation expense recognized under ASC 718, “Compensation-Stock Compensation,” for each of the nine months ended September
30, 2022 and 2021 of $ represents the amortization of the fair value of restricted shares granted to the Company’s
Chief Executive Officer on September 9, 2011 of $
9. SUBSEQUENT EVENT
In
accordance with the dividend declared by the Company’s Board of Directors on July 28, 2022, a cash dividend of $ per share
in an aggregate amount of $
********
| 9 |
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 the Quarterly Report. 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 during the past seven years ranged from $30,000 to a maximum of $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 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. More recently, as a result of an increase in interest rates in general, our interest rate expenses, as they relate to our Webster Credit Line, have increased as well and, as a result, we are making efforts to increase the interest rates charged on our commercial loans to offset the impact on our net income.
Since commencing this business in 2007, we have made more than 1,100 loans and never foreclosed on a property. We currently manage approximately 120 loans. In addition, none of our loans have ever gone into default although sometimes we have renewed or extended our loans to enable the borrower to avoid premature sale or refinancing of the property. When we renew or extend a loan, we receive additional “points” and other fees.
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 loans and carefully manage our portfolio of first mortgage real estate loans in a manner designed to generate attractive risk-adjusted returns across a variety of market conditions and economic cycles. We believe that the demand for relatively small loans secured by residential and commercial real estate held for investment around the New York metropolitan market, including New Jersey and Connecticut, and in the Florida market remains relatively strong, but weakened due to continued interest-rate hikes.
| 10 |
Our ability to close deals quickly has created an opportunity for non-bank “hard money” real estate lenders like us to selectively originate high-quality first mortgage loans and we anticipate that this condition may persist for a number of years. However, we have observed more intense competition in our industry from both small and large lenders, which has resulted in more liquidity in the real estate markets in the geographic areas in which we operate.
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 in terms of meeting the needs of 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 to us. 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 nine months ended September 30, 2022 and 2021, the total amounts of $49,241,679 and $28,534,303, respectively, have been lent, offset by collections received from borrowers, under our commercial loans of $42,255,461 and $33,058,052, respectively.
At September 30, 2022, we were committed to $7,903,853 in construction loans that can be drawn by the borrowers when certain conditions are met.
To date, we have not experienced any defaults and none of the loans previously made have been non-collectable, although no assurances can be given that existing or future loans may not go into default or prove to be non-collectible 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 September 30, 2022 compared to three months ended September 30, 2021
Revenue
Total revenues for the three months ended September 30, 2022 were approximately $2,107,000 compared to approximately $1,627,000 for the three months ended September 30, 2021, an increase of $480,000 or 29.5%. The increase in revenue was due to an increase in lending operations. For the three months ended September 30, 2022 and 2021, approximately $1,678,000 and $1,323,000, respectively, of our revenues were attributable to interest income on secured commercial loans that we offer to real estate investors, and approximately $429,000 and $304,000, 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.
| 11 |
Interest and amortization of deferred financing costs
Interest and amortization of deferred financing costs for the three months ended September 30, 2022 were approximately $497,000 compared to approximately $185,000 for the three months ended September 30, 2021, an increase of $312,000, or 168.6%. The increase is primarily attributable to the increase in interest expense due to higher LIBOR rates relating to the use of the Webster Credit Line in order to support our ability to increase loan originations (See Note 5 to the consolidated financial statements included elsewhere in the Quarterly Report). In addition, the outstanding balance of the Webster Credit Line was significantly reduced during the third quarter of 2021 due to a public offering of our common shares in July 2021.
General and administrative expenses
General and administrative expenses for the three months ended September 30, 2022 were approximately $377,000 compared to approximately $335,000 for the three months ended September 30, 2021, an increase of $42,000, or 12.5%. The increase is primarily attributable to increases in payroll, appraisal and travel expenses.
Net income
Net income for the three months ended September 30, 2022 was approximately $1,237,000 compared to approximately $1,110,000 for the three months ended September 30, 2021, an increase of $127,000, or 11.4%. This increase is primarily attributable to the increase in revenue, partially offset by the increase in interest expense.
Nine months ended September 30, 2022 compared to nine months ended September 30, 2021
Revenue
Total revenues for the nine months ended September 30, 2022 were approximately $6,339,000 compared to approximately $5,070,000 for the nine months ended September 30, 2021, an increase of $1,269,000, or 25.0%. The increase in revenue was due to an increase in lending operations. For the nine months ended September 30, 2022 and 2021, revenues of approximately $4,934,000 and $4,190,000, respectively, were attributable to interest income on the secured commercial loans that we offer to real estate investors, and approximately $1,405,000 and $880,000, 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.
Interest and amortization of deferred financing costs
Interest and amortization of deferred financing costs for the nine months ended September 30, 2022 were approximately $1,205,000 compared to approximately $819,000 for the nine months ended September 30, 2021, an increase of $386,000, or 47.1%. The increase is primarily attributable to the increase in interest expense due to higher LIBOR rates relating to the use of the Webster Credit Line in order to support our ability to increase loan originations (See Note 5 to the consolidated financial statements included elsewhere in the Quarterly Report). In addition, the outstanding balance of the Webster Credit Line was significantly reduced during the third quarter of 2021 due to a public offering of our common shares in July 2021.
General and administrative expenses
General and administrative expenses for the nine months ended September 30, 2022 were approximately $1,125,000 compared to approximately $984,000 for the nine months ended September 30, 2021, an increase of $141,000, or 14.3%. The increase is primarily attributable to increases in payroll, advertising, appraisal, travel and Nasdaq listing expenses, partially offset by a decrease in insurance expenses.
Net income
Net income for the nine months ended September 30, 2022 was approximately $4,018,000 compared to approximately $3,274,000 for the nine months ended September 30, 2021, an increase of $744,000, or 22.7%. This increase is primarily attributable to the increase in revenue, partially offset by the increases in interest expense and in general and administrative expenses.
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Liquidity and Capital Resources
At September 30, 2022, we had cash of approximately $110,000 (not including restricted cash, which mainly represents collections received, pending check clearance, from the Company’s commercial loans and is primarily dedicated to the reduction of the Webster Credit Line) compared to approximately $143,000 at December 31, 2021.
For the nine months ended September 30, 2022, net cash provided by operating activities was approximately $4,019,000, compared to approximately $3,150,000 for the nine months ended September 30, 2021. The increase in net cash provided by operating activities primarily resulted from the increases in net income and in accounts payable and accrued expenses.
For the nine months ended September 30, 2022, net cash used in investing activities was approximately $6,988,000, compared to approximately $4,524,000 of net cash provided by investing activities for the nine months ended September 30, 2021. Net cash used in investing activities for the nine months ended September 30, 2022 mainly consisted of the issuance of commercial loans of approximately $49,242,000, offset by the collection of our commercial loans of approximately $42,255,000. During the period ended September 30, 2021, net cash provided by investing activities consisted of the collection of our commercial loans of approximately $33,058,000, offset by the issuance of commercial loans of approximately $28,534,000.
For the nine months ended September 30, 2022, net cash provided by financing activities was approximately $3,369,000, compared to approximately $8,024,000 of net cash used in financing activities for the nine months ended September 30, 2021. Net cash provided by financing activities for the nine months ended September 30, 2022 reflects the net proceeds from the Webster Credit Line of approximately $7,716,000, offset by dividend payments of approximately $4,311,000 and deferred financing costs of approximately $36,000. Net cash used in financing activities for the nine months ended September 30, 2021 reflects the repayment of the Webster Credit Line of an aggregate of approximately $16,825,000 and the dividend payments of approximately $3,553,000, offset by the net proceeds from our July 2021 public offering of approximately $12,354,000.
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, 2023, secured by assignments of mortgages and other collateral. We are currently working on extending the Webster Credit Line for an additional three years. 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.
The interest rates relating to the Webster Credit Line equal (i) LIBOR plus a premium, which rate aggregated approximately 7.14%, including a 0.5% agency fee, as of September 30, 2022, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement) plus 2.25% plus a 0.5% agency fee, as chosen by the Company for each drawdown. 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. In addition, Mr. Ran has provided a personal guaranty to the Webster Credit Line, which shall not exceed the sum of $500,000 plus any costs relating to the enforcement of the personal guaranty.
On March 7, 2022, we entered into the Waiver, with respect to the Amended and Restated Credit Agreement, with the Lenders and Mr. Ran, as guarantor, providing the Company with a waiver of its covenant with respect to maintaining its fixed charge coverage ratio for the period ended December 31, 2021. In addition, the Waiver also provided that an amount of $700,000 of distributions and/or dividends paid during the quarter ended December 31, 2021 shall be excluded from the calculation of fixed charge coverage ratio for the fiscal quarters ending March 31, 2022, June 30, 2022 and September 30, 2022.
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On April 25, 2022, we entered into an amendment, with respect to the Amended and Restated Credit Agreement with the Lenders and Mr. Ran, as guarantor, pursuant to which the parties agreed to amend the Amended and Restated Credit Agreement to provide as follows: (i) to increase the limit on individual loans from $1 million to $2 million; (ii) to increase the concentration of any mortgagor (together with guarantors and other related entities and affiliates) from $2.5 million to $5 million; and (iii) to permit us to originate loans in the state of Florida in any county south of, and including, Palm Beach and Lee counties, in an amount up to $4.875 million.
Except as set forth in the preceding paragraphs, we were in compliance with all covenants of the Webster Credit Line, as amended, as of September 30, 2022. At September 30, 2022, the outstanding amount under the Amended and Restated Credit Agreement was $23,361,607. The interest rate on the amount outstanding fluctuates daily. The rate, including a 0.5% agency fee, was approximately 7.14% as of September 30, 2022.
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.
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 September 30, 2022.
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.
The interest rate on the Notes is fixed and the interest rate on the Webster Credit Line is adjustable. The continued increase in LIBOR rates adversely impacts our interest costs. We experienced a slowdown in the deployment of capital and lower demand for new loans, which resulted in lower origination fees. We are increasing the interest rates charged on our commercial loans in order to offset our increased interest costs. In addition, most of our loans contain an adjustable interest rate clause allowing us to charge no less than the prime rate plus 3% on the outstanding loans. We also believe that we benefit from our low equity-to-debt ratio in the current market condition.
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.
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Item 4. CONTROLS AND PROCEDURES
| (a) | Evaluation and Disclosure Controls and Procedures |
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022 (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 September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
| Item 1A. | RISK FACTORS |
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2021 Annual Report and in Part II, “Item 1A. Risk Factors” in our Quarterly Report, which could materially affect our business, financial condition or future results.
There have been no material changes from the risk factors previously disclosed in our 2021 Annual Report and our Quarterly Report, except as noted below.
Rising interest rates may reduce our profitability and may cause losses.
Our borrowings under the Webster Credit Line are subject to LIBOR. In addition, in the future we may enter into financing arrangements that may be determined by reference to floating rates, such as LIBOR (or any replacement rate such as SOFR) or a Treasury index, and the amount of the cost of borrowing may depend on the level and movement of interest rates. In 2022, the U.S. Federal Reserve raised short term interest rates several times and has suggested additional interest rate increases may come in subsequent quarters. The continue increases in LIBOR rates adversely impact our interest costs. We experienced a slowdown in the deployment of capital and lower demand for new loans, which resulted in lower origination fees. We are increasing the interest rates charged on our commercial loans in order to offset our increased interest costs. In addition, most of our loans contain an adjustable interest rate clause allowing us to charge no less than the prime rate plus 3% on the outstanding loans. We also believe that we benefit from our low equity-to-debt ratio in the current market condition. However, in the event of additional increases in interest rates, our borrowing costs would increase further which would adversely affect our results of operations and financial condition and may negatively impact our distributions to shareholders.
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. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Manhattan Bridge Capital, Inc. (Registrant) | ||
| Date: October 21, 2022 | By: | /s/ Assaf Ran |
| Assaf Ran, President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: October 21, 2022 | By: | /s/ Vanessa Kao |
| Vanessa Kao, Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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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: October 21, 2022 | |
| /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: October 21, 2022 | |
| /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 September 30, 2022 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: October 21, 2022 | |
| /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 September 30, 2022 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: October 21, 2022 | |
| /s/ Vanessa Kao | |
| Vanessa Kao | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |