10-Q 1 d10q.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------- Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2001 COMMISSION FILE NO.: 333-36709 ------------------------------- WATERSIDE CAPITAL CORPORATION (Exact name of registrant as specified in its charter) VIRGINIA 54-1694665 (State of Incorporation) (I.R.S. Employer Identification Number) 300 EAST MAIN STREET, SUITE 1380, NORFOLK, VIRGINIA 23510 (Address of principal executive office) (Zip Code) (757) 626-1111 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant 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 has been subject to the filing requirements for the past 90 days. Yes [X] No [ ] As of March 31, 2001, the registrant had issued and outstanding 1,581,430 shares of Common Stock, $1.00 par value. WATERSIDE CAPITAL CORPORATION FORM 10-Q Table of Contents Page Number ------ PART I. FINANCIAL INFORMATION: ITEM 1. Balance Sheets as of June 30, 2000 and March 31, 2001 (unaudited) 2 Statements of Operations for the Three Months and Nine Months Ended March 31, 2000 and 2001 (unaudited) 3 Statement of Changes in Stockholders' Equity for the Nine Months Ended March 31, 2000 and 2001 (unaudited) 4 Statements of Cash Flows for the Nine Months Ended March 31, 2000 and 2001 (unaudited) 5 Notes to Financial Statements (unaudited) 6 ITEM 2. Management's Discussion and Analysis of Financial 13 Condition and Results of Operations PART II. OTHER INFORMATION 17 SIGNATURES 18 WATERSIDE CAPITAL CORPORATION Balance Sheets June 30, 2000 and March 31, 2001 --------------------------------------------------------------------------------

June 30, March 31, 2000 2001 ---- ---- (unaudited) Assets: Investments in portfolio companies, at fair value (note 3): Equity securities $ 23,237,050 $ 22,837,090 Debt securities 8,877,766 7,917,438 Options and warrants 3,752,744 4,436,722 ------------ ------------ Total investments, cost of $37,826,396 and $42,037,060 at June 30, 2000 and March 31, 2001, respectively 35,867,560 35,191,250 ------------ ------------ Current assets: Cash and cash equivalents 118,314 291,840 Dividends receivable 654,767 787,873 Interest receivable 222,517 94,202 Note receivable 237,550 237,550 Refundable income taxes 323,322 - Prepaid expenses and other current assets 140,403 189,785 ------------ ------------ Total current assets 1,696,873 1,601,250 Property and equipment, net 167,919 139,371 Deferred income taxes, net of valuation allowance of $1,689,000 at March 31, 2001 650,000 1,232,000 Deferred financing costs, net 716,391 868,744 ------------ ------------ Total assets $ 39,098,743 $ 39,032,615 ============= ============= Liabilities and Stockholders' Equity: Current liabilities: Lines of credit $ 2,200,000 $ - Accounts payable 31,310 136,204 Accrued expenses 733,042 283,809 ------------ ------------ Total current liabilities 2,964,352 420,013 Debentures payable (note 4) 19,300,000 25,400,000 ------------ ------------ Total liabilities 22,264,352 25,820,013 ------------ ------------ Stockholders' equity: Common stock, $1 par value, 10,000,000 shares authorized, 1,581,430 issued and outstanding 1,581,430 1,581,430 Preferred stock, $1 par value, 25,000 shares authorized, no shares issued and outstanding - - Additional paid-in capital 14,618,719 14,618,719 Net unrealized depreciation on investments, net of income taxes (1,216,357) (5,935,330) Undistributed accumulated earnings 1,850,599 2,947,783 ------------ ------------ Total stockholders' equity 16,834,391 13,212,602 Commitments and contingencies ------------ ------------ Total liabilities and stockholders' equity $ 39,098,743 $ 39,032,615 ============= ============= Net asset value per common share $ 10.65 $ 8.35 ============= ============= See accompanying notes to financial statements.

2 WATERSIDE CAPITAL CORPORATION Unaudited Statements of Operations Three months and nine months ended March 31, 2000 and 2001 --------------------------------------------------------------------------------

Three Months ended Nine Months ended March 31, March 31, --------------------------- ---------------------------- 2000 2001 2000 2001 ---------- ------------ ---------- ------------ Operating income: Dividends $ 676,760 $ 736,577 $ 1,717,036 $ 2,096,483 Interest on debt securities 313,819 301,112 707,452 759,775 Interest on cash equivalents 1,608 1,176 31,297 9,408 Fee and other income 222,649 110,203 579,149 315,430 ---------- ------------ ---------- ------------ Total operating income 1,214,836 1,149,068 3,034,934 3,181,096 ---------- ------------ ---------- ------------ Operating expenses: Salaries and benefits 262,971 243,906 691,690 699,279 Legal and accounting 39,480 71,100 113,480 165,581 Interest expense 340,334 497,224 833,604 1,454,883 Other operating expenses 124,489 108,447 328,057 295,626 ---------- ------------ ---------- ------------ Total operating expenses 767,274 920,677 1,966,831 2,615,369 ---------- ------------ ---------- ------------ Net operating income before income taxes 447,562 228,391 1,068,103 565,727 Income tax benefit (56,000) (146,000) (185,000) (465,000) ---------- ------------ ---------- ------------ Net operating income 503,562 374,391 1,253,103 1,030,727 Realized gain on investments, net of income taxes of $469,000 and $40,000 for the three months ended March 31, 2000 and 2001, respectively, and $1,075,000 and $40,000 for the nine months ended March 31, 2000 and 2001, respectively 765,821 66,457 1,751,974 66,457 Change in unrealized appreciation (depreciation) on investments, net of income tax expense (benefit) of $(44,000) and $106,000 for the three months ended March 31, 2000 and 2001, respectively, and $432,000 and $(168,000) for the nine months ended March 31, 2000 and 2001, respectively (73,897) (2,639,937) 703,754 (4,718,973) ---------- ------------ ---------- ------------ Net increase (decrease) in stockholders' equity resulting from operations $1,195,486 $ (2,199,089) $3,708,831 $ (3,621,789) ========== ============ ========== ============ Net increase (decrease) in stockholders' equity resulting from operations per share - basic (note 5) $ 0.76 $ (1.39) $ 2.35 $ (2.29) ========== ============ ========== ============ Net increase (decrease) in stockholders' equity resulting from operations per share - diluted (note 5) $ 0.75 $ (1.39) $ 2.34 $ (2.29) ========== ============ ========== ============

See accompanying notes to financial statements. 3 WATERSIDE CAPITAL CORPORATION Unaudited Statements of Changes in Stockholders' Equity Nine months ended March 31, 2000 and 2001 --------------------------------------------------------------------------------

Additional Net unrealized Common stock paid-in appreciation Shares Amount capital on investments ---------- ----------- ----------- ----------------- Balance at June 30, 1999 1,491,937 $ 1,491,937 $ 12,769,895 $ 298,434 6% stock dividend 89,493 89,493 648,824 - Capitalization of undistributed accumulated earnings - - 1,200,000 - Repayment of stockholders' notes receivable - - - - Net operating income - - - - Net realized gain on investments, net of income taxes - - - - Increase in net unrealized appreciation on investments, net of income taxes - - - 703,754 ---------- ------------ ------------ ----------- Balance at March 31, 2000 1,581,430 $ 1,581,430 $ 14,618,719 $ 1,002,188 ========== ============ ============ ===========

Undistributed Stockholders' Total accumulated notes stockholders' earnings receivable equity -------- ------------- ------------ Balance at June 30, 1999 $ 966,003 $ (1,455,000) $ 14,071,269 6% stock dividend (738,508) - (191) Capitalization of undistributed accumulated earnings (1,200,000) - - Repayment of stockholders' notes receivable - 1,455,000 1,455,000 Net operating income 1,253,103 - 1,253,103 Net realized gain on investments, net of income taxes 1,751,974 - 1,751,974 Increase in net unrealized appreciation on investments, net of income taxes - - 703,754 ------------ ------------- -------------- Balance at March 31, 2000 $ 2,032,572 $ - $ 19,234,909 ============ ============= ==============

Additional Net unrealized Common stock paid-in depreciation Shares Amount capital on investments ------ ------ ------- -------------- Balance at June 30, 2000 1,581,430 $ 1,581,430 $ 14,618,719 $ (1,216,357) Net operating income - - - - Net realized gain on investments, net of income taxes - - - - Increase in net unrealized depreciation on investments, net of income taxes - - - (4,718,973) ---------- ------------ ------------- ------------- Balance at March 31, 2001 1,581,430 $ 1,581,430 $ 14,618,719 $ (5,935,330) ========== ============ ============= ==============

Undistributed Stockholders' Total accumulated notes stockholders' earnings receivable equity -------- ---------- ------ Balance at June 30, 2000 $ 1,850,599 $ - $ 16,834,391 Net operating income 1,030,727 - 1,030,727 Net realized gain on investments, net of income taxes 66,457 - 66,457 Increase in net unrealized depreciation on investments, net of income taxes - - (4,718,973) ------------- -------- ------------- Balance at March 31, 2001 $ 2,947,783 $ - $ 13,212,602 ============= ======== =============

See accompanying notes to financial statements. 4 WATERSIDE CAPITAL CORPORATION Unaudited Statements of Cash Flows Nine months ended March 31, 2000 and 2001 --------------------------------------------------------------------------------

2000 2001 ---- ---- Cash flows from operating activities: Net increase (decrease) in stockholders' equity resulting from operations $ 3,708,831 $ (3,621,789) Adjustments to reconcile net increase (decrease) in stockholders' equity resulting from operations to net cash provided by operating activities: Change in unrealized appreciation/depreciation on investments (1,135,754) 4,886,973 Realized gain on investments (2,826,974) (106,457) Accretion of preferred stock and loan investments (254,333) (412,775) Depreciation and amortization 51,369 73,474 Deferred income tax expense (benefit) 466,000 (582,000) Loss on disposal of property and equipment 828 - Changes in assets and liabilities increasing (decreasing) cash flows from operating activities: Dividends receivable (448,130) (133,106) Interest receivable (14,002) 128,315 Refundable income taxes 43,322 323,322 Prepaid expenses and other current assets (54,917) (49,382) Other assets - (935) Accounts payable and accrued expenses (112,990) (344,339) Deferred revenue (110,631) - Income taxes payable 92,678 - ---------- ---------- Net cash provided by (used in) operating activities (594,703) 161,301 ---------- ---------- Cash flows from investing activities: Investments in equity securities made (8,618,225) (2,495,113) Investments in debt securities made (4,764,786) (3,291,249) Principal collected on debt securities 1,190,585 2,094,931 Proceeds from repayment of stockholders' notes receivable 1,455,000 - Proceeds from sales of investments 3,615,927 - Acquisition of property and equipment (13,254) (3,844) Proceeds from sale of property and equipment 2,000 - ---------- ---------- Net cash used in investing activities (7,132,753) (3,695,275) ---------- ---------- Cash flows from financing activities: Proceeds from (payments on) lines of credit 353,000 (2,200,000) Proceeds from debentures payable 7,000,000 6,100,000 Payments in lieu of fractional shares associated with stock dividend (191) - Payment of deferred financing costs (175,000) (192,500) ---------- ---------- Net cash provided by financing activities 7,177,809 3,707,500 ---------- ---------- Net increase (decrease) in cash and cash equivalents (549,647) 173,526 Cash and cash equivalents, beginning of period 1,269,409 118,314 ---------- ---------- Cash and cash equivalents, end of period $ 719,762 $ 291,840 ============ =========== Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 907,375 $1,735,867 ============ =========== Cash paid during the period for income taxes $ 720,000 $ - ============ ===========

See accompanying notes to financial statements. 5 WATERSIDE CAPITAL CORPORATION Notes to Financial Statements June 30, 2000 and March 31, 2001 (Unaudited) -------------------------------------------------------------------------------- (1) Unaudited Interim Financial Information In the opinion of management, the accompanying unaudited interim financial statements of Waterside Capital Corporation (the Company) are prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments, consisting of normal recurring accruals necessary for the fair presentation of financial statements for the interim period, have been included. The current period's results of operations are not necessarily indicative of results that ultimately may be achieved for the year. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K as of and for the year ended June 30, 2000, as filed with the Securities and Exchange Commission. (2) Description of Business The Company was incorporated in the Commonwealth of Virginia on July 13, 1993 and is a closed-end investment company licensed by the Small Business Administration (the SBA) as a Small Business Investment Corporation (SBIC). The Company makes equity investments in, and provides loans to, small business concerns to finance their growth, expansion and development. Under applicable SBA regulations, the Company is restricted to investing only in qualified small business concerns as contemplated by the Small Business Investment Act of 1958. (3) Investments Investments are carried at fair value, as determined by the Executive Committee of the Board of Directors. The Company, through its Board of Directors, has adopted the Model Valuation Policy, as published by the SBA, in Appendix III to Part 107 of Title 12 of the Code of Federal Regulations (the Policy). The Policy, among other things, presumes that loans and investments are acquired with the intent that they are to be held until maturity or disposed of in the ordinary course of business. Except for interest-bearing securities which are convertible into common stock, interest-bearing securities are valued at an amount not greater than cost, with unrealized depreciation being recognized when value is impaired. Equity securities of private companies are presumed to represent cost unless the performance of the portfolio company, positive or negative, indicates otherwise in accordance with the Policy guidelines. The fair value of equity securities of publicly traded companies are generally valued at their quoted market price discounted due to the investment size or market liquidity concerns and for the effect of restrictions on the sale of such securities. 6 WATERSIDE CAPITAL CORPORATION Notes to Financial Statements -------------------------------------------------------------------------------- Discounts can range from 0% to 40% for investment size and market liquidity concerns. Actual liquidity discounts in the portfolio at March 31, 2001 ranged from 15% to 40%. Discounts for restriction on the sale of the investments are 15% in accordance with the provisions of the Policy. The Company maintains custody of its investments as permitted by the Investment Company Act of 1940. Investments consist primarily of preferred stock and debt securities obtained from portfolio companies in accordance with SBIC investment regulations. The financial statements include securities valued at $35,867,560 and $35,191,250 at June 30, 2000 and March 31, 2001 (91.7% and 90.2% of assets), respectively. The valuation process completed by management includes estimates made by management and the Executive Committee in the absence of readily ascertainable market values. These estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and those differences could be material. (4) Debentures Payable During the third quarter of fiscal 2001, the Company has drawn an additional $3,000,000 against the total available SBA debentures of $10,000,000. The debentures bear interest at an interim rate of 6.602% and mature on September 1, 2011. The interest rate will be fixed in September 2001. 7 WATERSIDE CAPITAL CORPORATION Notes to Financial Statements -------------------------------------------------------------------------------- (5) Net Increase (Decrease) in Stockholders' Equity Resulting from Operations per Share The following table sets forth the calculation of basic and diluted net increase (decrease) in stockholders' equity resulting from operations per share for the three months and nine months ended March 31, 2000 and 2001:

Three months ended Nine months ended March 31, March 31, ------------------------ ---------------------- 2000 2001 2000 2001 ---------- ---------- ---------- ---------- Basic net increase (decrease) in stockholders' equity resulting from operations per share: Net increase (decrease) in stockholders' equity resulting from operations $1,195,486 (2,199,089) 3,708,831 (3,621,789) ========== ========== ========== ========== Weighted average number of common shares outstanding 1,581,430 1,581,430 1,581,430 1,581,430 ========== ========== ========== ========== Basic net increase (decrease) in stockholders' equity resulting from operations per share $ 0.76 (1.39) 2.35 (2.29) ========== ========== ========== ========== Diluted net increase (decrease) in stockholders' equity resulting from operations per share: Net increase (decrease) in stockholders' equity resulting from operations $1,195,486 (2,199,089) 3,708,831 (3,621,789) ========== ========== ========== ========== Weighted average number of common shares outstanding 1,581,430 1,581,430 1,581,430 1,581,430 Dilutive effect of stock options (as determined using the treasury stock method) 2,236 - 5,676 - ---------- ---------- ---------- ---------- Adjusted weighted average number of common shares outstanding 1,583,666 1,581,430 1,587,106 1,581,430 ========== ========== ========== ========== Diluted net increase (decrease) in stockholders' equity resulting from operations per share $ 0.75 (1.39) 2.34 (2.29) ========== ========== ========== ==========

8 WATERSIDE CAPITAL CORPORATION Schedule of Portfolio Investments June 30, 2000 and March 31, 2001 -------------------------------------------------------------------------------- The Company's investment portfolio at June 30, 2000 consisted of the following:

Cost or Number of contributed Fair market Equity Securities: shares value value ------------------ ----------- ----------- ----------- Publicly Traded Companies: Avery Communications, Inc. Common Stock 245,000 $ 249,900 $ 156,310 Netplex Group, Inc. Common Stock (a) 66,400 464,800 129,281 Netplex Group, Inc. Preferred Stock 1,500,000 1,151,784 1,151,784 Electronic Business Systems, Inc. (formerly Triangle Imaging Group, Inc.) Convertible Preferred Stock (b) (c) 700 2,046,004 1,346,004 Electronic Business Systems, Inc. (formerly Triangle Imaging Group, Inc.) Common Stock (b) (c) 500,000 225,000 28,000 Electronic Business Systems, Inc. (formerly Triangle Imaging Group, Inc.) Common Stock (b) (c) 1,423,821 60,484 60,484 Private Companies: Real Time Data Management Services, Inc. Preferred Stock 300 286,859 463,500 Delta Education Systems, Inc. Preferred Stock 1,625 1,594,283 1,594,283 Diversified Telecom, Inc. Preferred Stock (c) 1,500 1,500,000 750,000 Crispies, Inc. Preferred Stock 400 398,320 398,320 Triangle Biomedical Sciences Preferred Stock 2,000 1,988,481 1,988,481 JMS Worldwide, Inc. Preferred Stock 1,500 1,500,000 1,500,000 EPM Development Systems Corp. Preferred Stock 1,500 1,492,847 1,492,847 Fire King International Preferred Stock 2,000 2,000,000 2,000,000 SECC (formerly MilleCom, Inc.) Common Stock 840,000 60 60 Eton Court Asset Management, Ltd. Preferred Stock 1,000 973,397 973,397 Fairfax Publishing Co., Inc. Preferred Stock 1,100 1,042,347 1,042,347 DigitalSquare.com Preferred Stock 1,210,739 1,513,425 1,513,425 Answernet, Inc. Preferred Stock 550 303,194 303,194 Answernet, Inc. Preferred Stock 700 376,926 376,926 ISR Solutions, Inc. Preferred Stock 500 497,407 497,407 Capital Markets Group, Inc. Preferred Stock 1,500 1,500,000 1,500,000 Jubilee Tech International, Inc. Convertible Preferred Stock 2,200,000 1,971,000 1,971,000 VentureCom, Inc. Preferred Stock 278,164 2,000,000 2,000,000 ---------- ---------- Total equity securities 25,136,518 23,237,050 ---------- ----------

Cost or contributed Debt Securities: Maturity value Fair value ---------------- -------- ------------- ---------- Avery Communications, Inc. Convertible Note 12/10/02 $ 350,000 $ 350,000 Extraction Technologies of VA, LLC 7/22/03 900,000 900,000 Extraction Technologies of VA, LLC 8/31/04 202,316 202,316 Extraction Technologies of VA, LLC 11/2/04 373,711 373,711 Extraction Technologies of VA, LLC 2/7/05 263,742 263,742 Extraction Technologies of VA, LLC 2/25/05 97,409 97,409 Extraction Technologies of VA, LLC 3/14/05 95,584 95,584 JMS Worldwide, Inc. 7/31/03 950,000 950,000 Diversified Telecom, Inc. Demand 84,250 84,250 Diversified Telecom, Inc. 5/19/02 156,387 156,387 SECC (formerly MilleCom, Inc.) 3/31/04 900,000 900,000 SECC (formerly MilleCom, Inc.) 5/11/04 360,000 360,000 ISR Solutions, Inc. 6/30/04 742,167 742,167 Fire King International Demand 550,000 550,000 TABET Manufacturing Co., Inc. 12/31/04 283,230 283,230 National Assisted Living, LP 12/31/04 1,408,689 1,408,689 Electronic Business Systems, Inc. (formerly Triangle Imaging Group, Inc.) (b) 1/31/05 424,931 424,931 New Dominion Pictures LLC 4/30/06 735,350 735,350 --------- --------- Total debt securities 8,877,766 8,877,766 --------- ---------

9 WATERSIDE CAPITAL CORPORATION Schedule of Portfolio Investments June 30, 2000 and March 31, 2001 (Unaudited) --------------------------------------------------------------------------------

Cost or Number of Percentage contributed Fair market Stock Options and Warrants: shares ownership value value --------------------------- ----------- ---------- ------------- ------------- Publicly Traded Companies: Avery Communications, Inc. 161,000 0.00 $ - $ - Netplex Group, Inc. (a) 300,000 2.10 900,000 171,600 Electronic Business Systems, Inc. (formerly Triangle Imaging Group, Inc.) (a) (b) 56,000 0.39 - - Private Companies: Real Time Data Management Services, Inc. 125 29.41 115,000 139,573 Delta Education Systems, Inc. 639 39.00 48,200 69,546 Diversified Telecom, Inc. 8,998 15.00 - - Crispies, Inc. 524 6.37 2,800 3,235 Triangle Biomedical Sciences 50,743 11.70 127,449 127,449 Extraction Technologies of VA, LLC - 39.00 337,567 337,567 JMS Worldwide, Inc. 199 5.00 - - EPM Development Systems Corp. 87 8.00 11,600 634,278 Fire King International 4 4.00 - - SECC (formerly MilleCom, Inc.) 150,000 3.15 - - Eton Court Asset Management, Ltd. 14,943 13.00 34,700 34,700 Fairfax Publishing Co., Inc. 526 16.50 73,600 73,600 ISR Solutions, Inc. 550,973 7.20 12,936 12,936 DigitalSquare.com 81,074 5.70 - - Answernet, Inc. 69,837 17.64 268,615 268,615 TABET Manufacturing Co., Inc. 500,000 20.00 175,400 175,400 National Assisted Living, LP - 15.00 667,000 667,000 Capital Markets Group, Inc. 2,294,118 15.00 - - Jubilee Tech International, Inc. 400,000 1.60 240,000 240,000 Signius Investment Corporation 12 11.67 332,595 332,595 VentureCom, Inc. 38,943 0.37 - - New Dominion Pictures LLC - 9.00 464,650 464,650 ----------- ----------- Total options and warrants 3,812,112 3,752,744 ----------- ----------- Total investments $37,826,396 $35,867,560 =========== ===========

The Company's investment portfolio at March 31, 2001 consisted of the following:

Cost or Number of contributed Fair market Equity Securities: shares value value ------------------ -------- ----------- ----------- Publicly Traded Companies: Avery Communications, Inc. Common Stock 245,000 $ 235,597 $ 99,470 Avery Communications, Inc. Common Stock (a) 190,167 95,084 65,608 Avery Communications, Inc. Preferred Stock 1,250,000 1,250,000 1,250,000 Netplex Group, Inc. Common Stock 66,400 464,800 9,960 Netplex Group, Inc. Preferred Stock 1,500,000 1,297,417 1,297,417 Electronic Business Systems, Inc. (formerly Triangle Imaging Group, Inc.) Convertible Preferred Stock (b) (c) 700 2,046,004 100,000 Electronic Business Systems, Inc. (formerly Triangle Imaging Group, Inc.) Common Stock (b) (c) 500,000 225,000 - Electronic Business Systems, Inc. (formerly Triangle Imaging Group, Inc.) Common Stock (b) (c) 1,423,821 60,484 - Primal Solutions, Inc. Common Stock 715,167 14,303 14,303

10 WATERSIDE CAPITAL CORPORATION Schedule of Portfolio Investments June 30, 2000 and March 31, 2001 (Unaudited) --------------------------------------------------------------------------------

Cost or Number of contributed Fair market shares value value ---------- ---------- ---------- Private Companies: Real Time Data Management Services, Inc. Preferred Stock 300 $ 294,251 $ 499,705 Delta Education Systems, Inc. Preferred Stock 1,625 1,601,513 1,601,513 Diversified Telecom, Inc. Preferred Stock (c) 1,500 1,500,000 750,000 Crispies, Inc. Preferred Stock 400 398,740 398,740 Triangle Biomedical Sciences Preferred Stock 2,100 2,107,597 2,107,597 JMS Worldwide, Inc. Preferred Stock 1,500 1,500,000 1,500,000 EPM Development Systems Corp. Preferred Stock 1,500 1,494,587 1,494,587 Fire King International Preferred Stock 2,000 2,000,000 2,000,000 SECC (formerly MilleCom, Inc.) Common Stock 840,000 60 60 Eton Court Asset Management, Ltd. Preferred Stock 1,000 978,602 978,602 Fairfax Publishing Co., Inc. Preferred Stock 1,100 1,655,905 1,655,905 DigitalSquare.com Convertible Preferred Stock 1,210,739 1,513,425 1,513,425 Answernet, Inc. Preferred Stock 550 326,886 326,886 Answernet, Inc. Preferred Stock 700 402,425 402,425 ISR Solutions, Inc. Preferred Stock 500 497,848 497,848 Capital Markets Group, Inc. Preferred Stock 1,500 1,500,000 - Jubilee Tech International, Inc. Convertible Preferred Stock 2,200,000 1,997,865 1,997,865 VentureCom, Inc. Preferred Stock 278,164 2,000,000 2,000,000 Phoenix Fabrications, Inc. Preferred Stock 400 275,146 275,146 AmeriComm Direct Marketing LLC Preferred Stock 27,696 28 28 ---------- ---------- Total equity securities 27,733,567 22,837,090 ---------- ----------

Cost or contributed Debt Securities: Maturity value Fair value ---------------- -------- ----- ---------- Avery Communications, Inc. Convertible Note 12/10/02 $ 350,000 $ 350,000 Extraction Technologies of VA, LLC (c) (d) 7/22/03 900,000 104,011 Extraction Technologies of VA, LLC (c) (d) 8/31/04 202,316 23,979 Extraction Technologies of VA, LLC (c) (d) 11/2/04 373,711 43,760 Extraction Technologies of VA, LLC (c) (d) 2/7/05 263,742 31,155 Extraction Technologies of VA, LLC (c) (d) 2/25/05 97,409 11,026 Extraction Technologies of VA, LLC (c) (d) 3/14/05 95,584 11,069 JMS Worldwide, Inc. 7/31/03 900,000 900,000 Diversified Telecom, Inc. Demand 84,250 84,250 Diversified Telecom, Inc. 5/19/02 156,387 156,387 ISR Solutions, Inc. 6/30/04 743,667 743,667 Fire King International Demand 550,000 550,000 TABET Manufacturing Co., Inc. 12/31/04 298,666 298,666 National Assisted Living, LP 12/31/04 1,489,961 1,489,961 New Dominion Pictures LLC 4/30/06 770,592 770,592 Mayfair Enterprises, Inc. 7/18/05 240,443 240,443 DigitalSquare.com 9/15/05 289,250 289,250 Phoenix Fabrications, Inc. 9/8/05 343,933 343,933 Kotarides Baking Co. of VA 6/5/01 571,576 571,576 AmeriComm Direct Marketing LLC 12/29/05 750,000 750,000 Triangle Biomedical Sciences 12/8/01 153,713 153,713 ---------- ---------- Total debt securities 9,625,200 7,917,438 ---------- ----------

11 WATERSIDE CAPITAL CORPORATION Schedule of Portfolio Investments June 30, 2000 and March 31, 2001

Cost or Number of Percentage contributed Fair market Stock Options and Warrants: shares ownership value value --------------------------- ------ --------- ----- ----- Publicly Traded Companies: Netplex Group, Inc. (a) 300,000 2.10 $ 900,000 $ - Electronic Business Systems, Inc. (formerly Triangle Imaging Group, Inc.) (a) (b) 98,000 0.63 - - Private Companies: Real Time Data Management Services, Inc. 125 29.41 115,000 157,270 Delta Education Systems, Inc. 639 39.00 48,200 75,413 Diversified Telecom, Inc. 8,998 15.00 - - Crispies, Inc. 524 6.37 2,800 3,235 Triangle Biomedical Sciences 632,916 12.20 171,967 171,967 Extraction Technologies of VA, LLC (d) - 39.00 337,567 - JMS Worldwide, Inc. 199 5.00 - - EPM Development Systems Corp. 87 8.00 11,600 634,278 Fire King International 4 4.00 - - SECC (formerly MilleCom, Inc.) 150,000 3.15 - - Eton Court Asset Management, Ltd. 14,943 13.00 34,700 34,700 Fairfax Publishing Co., Inc. 1,026 20.30 123,238 426,638 ISR Solutions, Inc. 588,334 5.90 12,936 12,936 DigitalSquare.com 150,000 - 75,000 75,000 Answernet, Inc. 69,837 16.50 268,615 268,615 TABET Manufacturing Co., Inc. 487,500 19.50 175,400 175,400 National Assisted Living, LP - 15.00 667,000 667,000 Capital Markets Group, Inc. 2,294,118 15.00 - - Jubilee Tech International, Inc. 400,000 1.60 240,000 240,000 Signius Investment Corporation 12 11.67 332,595 332,595 VentureCom, Inc. 38,943 0.37 - - New Dominion Pictures LLC - 9.00 464,650 464,650 Mayfair Enterprises, Inc. - 15.00 214,400 214,400 Phoenix Fabrications, Inc. - 25.00 297,000 297,000 Kotarides Baking Co. of VA - 13.75 185,625 185,625 ------------ ------------ Total options and warrants 4,678,293 4,436,722 ------------ ------------ Total investments $ 42,037,060 $ 35,191,250 ============ ============

(a) Rule 144A restricted securities. (b) This entity, which is considered an affiliate of the Company, filed Chapter 11 bankruptcy on September 1, 2000. (c) Entity is in arrears with respect to dividend/interest payments. (d) This entity filed Chapter 11 bankruptcy on December 26, 2000. 12 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS o General Waterside Capital Corporation ("Waterside" or the "Company") is a specialty finance company located in Norfolk, Virginia. The Company invests in equity and debt securities to finance the growth, expansion and modernization of small private businesses, primarily in the Mid- Atlantic Region. The Company was formed in 1993 as the Eastern Virginia Small Business Investment Corporation. Through June 30, 1996, the Company operated as a development stage company focused primarily on preparation to commence operation. The Company was licensed in 1996 by the Small Business Administration (SBA) as a Small Business Investment Company (SBIC) under the Small Business Investment Act of 1958. In October 1996 the Company made its first portfolio investment. In January 1998 the Company completed its Initial Public Offering (IPO) to raise additional equity to support its growth strategy. The majority of the Company's operating income is derived from dividend and interest income on portfolio investments and application and processing fees related to investment originations. The remaining portion of the Company's operating income comes from interest earned on cash equivalents. The Company's operating expenses primarily consist of interest expense on borrowings to fund its portfolio growth and payroll and other expenses incidental to operations. Waterside currently has 6 full time employees. o Results of Operations Comparison of Three Months Ended March 31, 2001 and March 31, 2000 For the three months ended March 31, 2001, total operating income was $1,149,000 compared to $1,215,000 reported during the same period of 2000. The decrease in operating income is due to a reduction in fee income due to the origination of fewer investments during the quarter. The March 31, 2001 quarterly operating income consisted of dividends of $737,000, interest on debt securities of $301,000, fee income of $110,000 and interest on cash equivalents of $1,000. Total operating expenses for the three months ended March 31, 2001, were $921,000, consisting of interest expense of $497,000, salaries and benefits of $244,000, legal and accounting expense of $71,000, and other operating expenses of $109,000. These expenses compared to the $767,000 for the three months ended March 31, 2000, consisting of interest expense of $340,000, salaries and benefits of $263,000, legal and accounting expenses of $39,000, and other operating expenses of $125,000. The significant increase in interest expense for the quarter ended March 31, 2001, compared to the quarter ended March 31, 2000 is due to the increased borrowings made to fund the Company's investment portfolio. Net operating income of $374,000 for the three months ended March 31, 2001, compared to the $504,000 reported for the three months ended March 31, 2000. The realized gain on investments of $766,000 for the three months ended March 31, 2000, was due to an after tax gain on the Company's holdings in the publicly traded investment The Netplex Group. The increase in unrealized depreciation on investments net of taxes of $2,640,000 for the 13 three months ended March 31, 2001 is primarily due to an additional write down of a portfolio company (Extraction Technologies of Virginia) that filed for bankruptcy protection under Chapter 11 of the U. S. Bankruptcy Code in order to restructure contractual and debt obligations. The remainder of the increase in unrealized depreciation for the three months ended March 31, 2001 is attributable to the write down of $1.5 million related to Capital Markets Group, Inc. due to its deteriorating financial condition. The net increase (decrease) in stockholders' equity resulting from operations was a decrease of $2,199,000 or $1.39 per share for the quarter ended March 31, 2001, compared to an increase of $1,195,000 or $0.75 per share on a fully diluted basis, for the comparable period ended March 31, 2000. Comparison of Nine Months Ended March 31, 2001 and March 31, 2000 For the nine months ended March 31, 2001, total operating income was $3,181,000 compared to $3,035,000 reported during the same period of 2000. The increase in operating income is due to the increase in interest and dividend income as a result of the growth in the Company's investment portfolio as compared to 2000, partially offset by the reduction in fee income due to the origination of fewer investments during the most recent nine-month period. The March 31, 2001 year-to- date operating income consisted of dividends of $2,097,000, interest on debt securities of $760,000, fee income of $315,000, and interest on cash equivalents of $9,000. Total operating expenses for the nine months ended March 31, 2001 were $2,615,000, consisting of interest expense of $1,455,000, salaries and benefits of $699,000, legal and accounting expense of $165,000, and other operating expenses of $296,000. These expenses compared to the $1,967,000 for the nine months ended March 31, 2000, consisting of interest expense of $834,000, salaries and benefits of $692,000, legal and accounting expenses of $113,000, and other operating expenses of $328,000. The significant increase in interest expense for the nine months ended March 31, 2001, compared to the nine months ended March 31, 2000 is due to the increased borrowings made to fund the growth in the company's investment portfolio. For the nine months ended March 31, 2001, net operating income was $1,031,000 or $0.65 per share compared to the $1,253,000 or $0.79 per share reported for the same nine-month period of the previous fiscal year. During the nine months ended March 31, 2000, Waterside realized an aftertax gain of $1.8 million on its holdings in The Netplex Group. In addition, Waterside had an increase in after tax unrealized gains on investments of $0.7 million, primarily due to increases in the fair values of its publicly traded investments. Net of taxes, total realized and unrealized gains on investments added $2.5 million to total income during the nine months ended March 31, 2000. During the nine months ended March 31, 2001, Waterside recorded an aftertax unrealized depreciation in the fair value of its investments of $4.7 million, primarily due to the deteriorating financial condition of three portfolio companies, two of which filed for bankruptcy protection under Chapter 11 of the US Bankruptcy Code. The write downs for the companies in bankruptcy were $1.3 million for Electronic Business Systems, Inc., and $2.0 million for Extraction Technologies of Virginia, LLC, with an additional write down of $1.5 million for Capital Markets Group, Inc. In addition, during the nine months ended March 31, 2001, the Company recorded a valuation allowance of $1,689,000 on its deferred tax assets due to greater uncertainty as to the realization of these tax benefits. Stockholders' equity resulting from operations decreased $3,622,000 or $2.29 per share for the March 31, 2001 nine-month period, compared to an increase of $3,709,000 or $2.34 per share on a fully diluted basis, for the comparable period ended March 31, 2000. 14 o Financial Condition, Liquidity And Capital Resources At March 31, 2001 the Company's Investment portfolio totaled $35.2 million compared with the $35.9 million reported at June 30, 2000. For the nine months ended March 31, 2001 the Company funded $5.8 million in investments compared to the $13.4 million funded during the comparable nine months of 2000. To fund these new investments, the company borrowed $6.1 million from the SBA during the nine months ended March 31, 2001. Net asset value per common share decreased to $8.35 per share at March 31, 2001, from $10.65 per share at June 30, 2000. This reduction in net asset value is a result of the investment write downs previously discussed. During the nine months ended March 31, 2001, net cash provided by operating activities was $161,000 as compared to the $595,000 used during the nine months ended March 31, 2000. Refunded income taxes of $323,000 contributed significantly to the cash provided during the nine months ended March 31, 2001. The Company used $3.7 million in investing activities during the nine months ended March 31, 2001 as compared to the $7.1 million used in investing activities for the nine months ended March 31, 2000, primarily due to the reduction in investment origination as described above, partially offset by proceeds from sale of investments and repayment of loans. Cash flows provided by financing activities for the nine months ended March 31, 2001 were $3.7 million compared to the $7.2 million provided during the nine months ended March 31, 2000. The increases relate to net borrowings in 2000 as compared to 2001 to finance investment origination. o Quantitative and Qualitative Disclosure About Market Risk The Company's business activities contain elements of risk. The Company considers the principal types of market risk to be: risk of lending and investing in small privately owned companies, valuation risk of portfolio, risk of illiquidity of portfolio investments and the competitive market for investment opportunities. The Company considers the management of risk essential to conducting its business. Accordingly, the Company's risk management systems and procedures are designed to identify and analyze the Company's risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs. The Company manages its market risk by maintaining a portfolio of equity interests that is diverse by industry, geographic area, size of individual investment and borrower. The Company is exposed to a degree of risk of public market price fluctuations as four of the Company's thirty investments are in thinly traded, small public companies, whose stock prices have been volatile. The other twenty-six investments are in private business enterprises. Since there is typically no public market for the equity interests of the small companies in which the Company invests, the valuation of the equity interests in the Company's portfolio of private business enterprises is subject to the estimate of the Company's Executive Committee. In the absence of a readily ascertainable market value, the estimated value of the Company's portfolio of equity interests may differ significantly from the values that would be placed on the portfolio if a ready market for the equity interests existed. Any changes in estimated value are recorded in the Company's statement of operations as "Net unrealized gains (losses)." Each hypothetical 1% increase or decrease in value of the Company's portfolio of equity securities of $35.2 million at March 31, 2001, would have resulted in unrealized gains or losses and would have changed net increase in stockholders' equity resulting from operations for the quarter significantly. The Company's sensitivity to changes in interest rates is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Company utilizes various methods to assess interest 15 rate risk in terms of the potential effect of interest income net of interest expense, the market value of net assets and the value at risk in an effort to ensure that the Company is insulated from any significant adverse effects from changes in interest rates. Based on the model used for the sensitivity of interest income net of interest expense, if the balance sheet were to remain constant and no actions were taken to alter the existing interest rate sensitivity, a hypothetical 100 basis point change in interest rates would have affected net increase in stockholders' equity resulting from operations significantly over a three month horizon. Although management believes that this measure is indicative of the Company's sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the balance sheet and other business developments that could affect net income. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by this estimate. o Forward-Looking Statements Included in this report and other written and oral information by management from time to time, including reports to shareholders, quarterly and semi-annual shareholder letters, filings with the Commission, news releases and investor presentations, are forward-looking statements about business objectives and strategies, market potential, the Company's ability to expand the geographic scope of its investments, the quality of the Company's due diligence efforts, its financing plans, its vendors, suppliers, and portfolio companies, future financial performance and other matters that reflect management's expectations as of the date made. Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) that involve a number of risks and uncertainties. It is possible that the assumptions made by management - including, but not limited to, the average maturity of our investments, the potential to realize investment gains as these investments mature, investment opportunities, results, performance or expectations - may not materialize. Actual results may differ materially from those projected or implied in any forward-looking statements. In addition to the above factors, other important factors that may affect the company's performance include: the risks associated with the performance of the Company's portfolio companies, dependencies on key employees, interest rates, the level of economic activity, and competition, as well as other risks described from time to time in the Company's filings with the Securities Exchange Commission, press releases, and other communications. The Company disclaims any intent or obligation to update these forward- looking statements, whether as a result of new information, future events, or otherwise. 16