UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
|X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended: September 30, 2007
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|_| Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ____________ to ____________
Commission File Number: 0-27750
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FIRSTPLUS FINANCIAL GROUP, INC.
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(Exact name of small business issuer as specified in its charter)
NEVADA 75-2561085
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
122 W. John Carpenter Freeway Suite 450
Irving, Texas 75039
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(Address of principal executive offices)
(972) 717 -7969
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(Issuer's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
The number of shares of the issuer's common stock outstanding as of November
12, 2007 was 49,845,090
Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|
INDEX
PAGE
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 2007 (unaudited) 1
and December 31, 2006
Consolidated Statements of Operations for the Three and Nine Months 2
ended September 30, 2007 and 2006 (unaudited)
Consolidated Statements of Cash Flows for the Nine Months 3-4
ended September 30, 2007 and 2006 (unaudited)
Notes to Consolidated Financial Statements (unaudited) 5-14
Item 2. Management's Discussion and Analysis or Plan of Operations 15-28
Item 3A(T). Controls and Procedures 28-29
Part II. Other Information
Item 1. Legal Proceedings 30
Item 6. Exhibits 31
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FIRSTPLUS Financial Group, Inc.
Consolidated Balance Sheets
(Unaudited)
September 30, December 31,
2007 2006
------------ ------------
ASSETS
Cash and cash equivalents $ 1,898,810 $ 13,021,978
Accounts receivable (net of allowance for doubtful 3,887,560 481,473
accounts in 2007 of ($790,019)
Inventory 938,055 566,145
Prepaid expenses 1,107,112 29,643
------------ ------------
Total current assets 7,831,537 14,099,239
Furniture, fixtures and equipment (net of 1,816,223 24,578
accumulated depreciation of $59,067 and $716)
Land 1,165,000 --
Note receivable Capital Lending Strategies, LLC 61,382 82,343
Factor reserve receivables 248,074 --
Security deposits 58,617 23,000
Employee advances 20,397 --
Goodwill 2,089,385 --
Covenant not to Compete (net of accumulated 37,501 --
amortization of $12,499)
Investment in subsidiaries 4,727,000 --
Claim from bankruptcy estate -- 2,341,761
Deferred tax asset 93,300 93,300
Investment in Capital Lending Strategies, LLC 71,150 71,150
Total assets $ 18,219,566 $ 16,735,371
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable $ 250,782 $ --
Income taxes payable 90,055 113,864
Accrued expenses 1,325,253 171,739
Billing in Excess of Costs & Est. Earnings 273,913 --
Deferred revenue 47,001 --
Notes payable short term 104,000 312,000
------------ ------------
Total current liabilities 2,091,004 597,603
Notes payable long term 1,259,049 --
Commitments and contingencies (see note 9) -- 3,083,760
------------ ------------
Total liabilities 3,350,053 3,681,363
------------ ------------
Stockholders' equity:
Common stock, $.01 par value, 100,000,000
shares authorized; 49,845,090 and 48,245,090 shares
issued and outstanding September 30, 2007 and
December 31, 2006, respectively 498,451 482,451
Additional paid in capital 19,108,258 17,306,122
Accumulated deficit since December 31, 2002 when a
deficit of $312,527,864 was eliminated in connection
with a quasi-reorganization (4,737,196) (4,734,566)
------------ ------------
Total stockholders' equity 14,869,513 13,054,008
------------ ------------
Total liabilities and stockholders' equity $ 18,219,566 $ 16,735,371
------------ ------------
The accompanying notes are an integral part of the consolidated financial statements
1
FIRSTPLUS Financial Group, Inc.
Consolidated Statements of Operations
(Unaudited)
For The For The For The For The
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2007 2006 2007 2006
------------ ------------ ------------ ------------
Revenues $ 1,959,509 $ -- $ 8,160,604 $ --
Cost of goods sold 1,575,708 -- 5,526,644 --
------------ ------------ ------------ ------------
Gross profit 383,801 -- 2,633,960 --
------------ ------------ ------------ ------------
Operating expenses :
General and administrative 3,066,965 628,607 5,749,732 2,408,907
------------ ------------ ------------ ------------
Total operating expenses 3,066,965 628,607 5,749,732 2,408,907
------------ ------------ ------------ ------------
Operating income (loss) (2,683,164) (628,607) (3,115,773) (2,408,907)
Non-operating income (expense):
Discounts on sale of notes (93,028) -- (93,028) --
Interest, net 46,029 120,120 343,644 294,678
Release of creditor claims 3,450,000 -- 3,450,000 --
Professional fees for acquisitions
and creditor trust transactions (587,473) -- (587,473) --
------------ ------------ ------------ ------------
Income (loss) before provision for income taxes 132,364 (508,487) (2,630) (2,114,229)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss ) $ 132,364 $ (508,487) $ (2,630) $ (2,114,229)
============ ============ ============ ============
Earnings (loss) per share $ .003 $ (0.01) $ -- $ (0.05)
============ ============ ============ ============
Weighted average of common shares outstanding 49,373,979 47,191,628 48,617,251 45,959,539
============ ============ ============ ============
The accompanying notes are an integral part of the consolidated financial statements.
2
FIRSTPLUS Financial Group, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
For the Nine Months Ended September 30,
2007 2006
------------------- -------------------
Cash flow from operating activities:
Net loss $ (2,630) $ (2,114,229)
Adjustments to reconcile net loss to net cash used
in operating activities:
Accrued interest income -- (170,951)
Allowance for bad debts 790,019 --
Depreciation 20,399 --
Fair value of options granted 7,232 --
Changes in operating assets and liabilities:
Accounts receivable (3,786,760) --
Inventory (371,913) --
Prepaid expenses (1,077,469) (25,833)
Security deposits (35,617) --
Employee advances (20,397) --
Accounts payable 199,917 --
Income taxes payable (23,809) --
Accrued expenses 1,153,515 19,121
Billings in excess (61,913) --
Deferred revenue 47,001 --
Commitments and contingencies (3,450,000) --
---------- ---------
Net cash used in operating activities (6,612,425) (2,291,892)
---------- ---------
Cash flows from investing activities:
Purchase of furniture, fixtures, and equipment (760,754) --
Advance to Versatile Consulting LLC -- (250,000)
Purchase of land (1,165,000) --
Collection on bankruptcy estate claim 2,341,761 10,000,000
Commitment on bankruptcy estate claim 366,240 --
Receipt - of state refund -- 62,880
Collection on note receivable Capital Lending 20,961 27,594
Strategies, LLC
Acquisition of Rutgers Investment Group, LLC (1,825,000) --
Acquisition of Globalnet Enterprises, LLC (3,045,000) --
---------- ---------
Net cash provided by (used in) investing activities (4,066,792) 9,840,474
---------- ---------
3
2007 2006
------------ ------------
Cash flows from financing activities:
Principal payments - acquisition loans (235,951) --
Note payable - Ole` Auto Group (208,000) --
Dividends paid -- (3,618,864)
------------ ------------
Net cash used in financing activities (443,951) (3,618,864)
------------ ------------
Net increase (decrease) in cash $(11,123,168) $ 3,929,718
Cash at the beginning of the period 13,021,978 1,304,396
------------ ------------
Cash at the end of the period $ 1,898,810 $ 5,234,112
------------ ------------
Supplemental disclosure of cash flow information:
Cash paid for:
Interest $ -- $ --
============ ============
Taxes $ -- $ --
============ ============
Non-cash investing and financing items:
Acquisition loan for Globalnet Enterprises, LLC $ 1,495,000 $ --
============ ============
Acquisition of Globalnet Enterprises, LLC equipment $ 732,660 $ --
============ ============
Issuance of stock on conversion of Certificated Interests $ -- $ 29,050
============ ============
Increase in claim on bankruptcy valuation $ -- $ 7,046,867
============ ============
The accompanying notes are an integral part of the consolidated financial statements.
4
FIRSTPLUS Financial Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information. In the opinion of management, such
statements include all adjustments consisting only of normal, recurring
adjustments necessary for a fair presentation of the Company's financial
position, results of operations and cash flows at the dates and for the periods
indicated. Pursuant to accounting requirements of the Securities and Exchange
Commission (the "SEC") applicable to Quarterly Reports on Form 10-QSB, the
accompanying financial statements do not include all disclosures required by
accounting principles generally accepted in the United States of America for
audited financial statements. While the Company believes that the disclosures
presented are adequate to make the information not misleading, these financial
statements should be read in conjunction with the financial statements and
related notes for the year ended December 31, 2006 which are contained in the
Company's Annual Report on Form 10-KSB. The results for the nine month period
ended September 30, 2007 are not necessarily indicative of the results to be
expected for the full fiscal year.
NOTE 2. ORGANIZATION AND BUSINESS
FIRSTPLUS Financial Group, Inc. ("FPFG") (together with its subsidiaries, the
"Company") was a specialized consumer finance company that originated,
purchased, serviced and sold consumer finance receivables. The Company's
principal loan product was a debt consolidation or home improvement loan secured
by a second lien on real property ("High LTV Loans"). The Company sold
substantially all of its High LTV Loans through its securitization program and
retained rights to service those loans.
The Company's operations required continued access to financing sources. The
Company's primary operating cash requirements included the funding of (i) loan
originations, (ii) reserve accounts, overcollateralization requirements, fees
and expenses incurred in connection with its securitization transactions, (iii)
television, radio and direct mail advertising and other marketing and (iv)
administrative and other operating expenses.
Due to numerous market factors beyond the Company's control during the fourth
quarter of 1998, the Company's access to those financing sources was
unavailable. As a result, certain of its subsidiaries filed a bankruptcy
petition under Chapter 11 of the Bankruptcy Code in 1999. As part of a
settlement with holders of the
5
NOTE 2. ORGANIZATION AND BUSINESS (CONTINUED)
Company's 7.25% Convertible Subordinated Notes Due 2003 (the "Holders"), the
Holders received a Certificated Interest representing a portion of the Company's
Intercompany Claim (as hereinafter defined) in the bankruptcy. FPFG also
retained a claim on behalf of monies that it had advanced to its subsidiaries
(the "Intercompany Claim"). As payments are made from the former subsidiaries to
the creditor trust which administers the bankruptcy estate (the "Creditor
Trust"), the Obligations to the Certificated Interests are paid by the Creditor
Trust.
As the settlor and beneficiary of the FIRSTPLUS Financial Group Grantor Residual
Trust (the "Grantor Trust"), the Company has treated the Grantor Trust as a
variable interest entity in accordance with accounting pronouncement FIN46(R).
Accordingly, the Company has consolidated the entity and eliminated all
intercompany transactions. (See note 9.)
As of December 1, 2006, the Company, through its wholly-owned subsidiary Ole
Auto Group, Inc. began operating an automotive sales lot and finance operations
in Fort Worth, Texas, that focuses exclusively on the Buy Here-Pay Here segment
of the used car market. The Company's sales lot features a variety of makes and
models and a range of sales prices. There were no auto sales during 2006. The
Company also purchased receivables as part of the formation of the Ole Auto
Group, Inc. (See note 3).
The sub-prime segment of the independent used car sales and finance market is
serviced primarily by numerous small independent used car dealerships that sell
and finance the sale of used cars to individuals with limited or damaged credit
histories. Many independent used car dealers are not able to obtain debt
financing from traditional lending sources such as banks, credit unions, or
major finance companies. Many of these dealers typically finance their
operations through the sale of contract receivables at a discount. Buy Here-Pay
Here dealers sell and finance used cars to individuals with limited credit
histories or past credit problems. The Buy Here-Pay Here industry focuses on
customers, collectively referred to as "sub-prime or `D' Borrowers", who (1) do
not have traditional bank accounts or do not rely on traditional financial
services relationships, or "un-banked" consumers, or (2) do not have the ability
to obtain credit from traditional sources such as banks and credit unions due to
limited credit histories, low income, past credit problems, or "credit-impaired"
borrowers. Buy Here-Pay Here payment arrangements are often construed to be
within the "sub-prime" category of financing and lending.
The Company originally provided financing for substantially all of its vehicle
sales using retail installment loan contracts. During the course of the third
quarter of 2007, the Company secured conventional financing sources to enhance
and supplement the internal financing sources already in place.
6
NOTE 2. ORGANIZATION AND BUSINESS (CONTINUED)
On July 23, 2007, Rutgers Investment Group, Inc., a wholly-owned subsidiary of
the Company ("Rutgers"), entered into a definitive purchase agreement with
Rutgers Investment Group, LLC ("RIG"), and Learned Associates of North America,
LLC, Seven Hills Management, LLC and Peter S. Fox, the members of RIG, to
purchase substantially all of RIG's assets related to its commercial and
consumer lending business. The transaction was consummated simultaneously. The
purchase price consisted of a cash payment of $1,825,000 and 500,000 shares of
restricted common stock of the Company, the closing price of which on Friday,
July 20, 2007 was $0.18 per share. Rutgers also agreed to assume certain
specified liabilities of the RIG.
The assets purchased were the subject of a limited scope business evaluation
report, which confirmed the valuation of such assets. Based in part upon such
report, the Company concluded that the value of the assets purchased exceeded
the purchase price therefor.
Rutgers has retained an independent consultant to facilitate its applications in
14 states for licensure as a mortgage banker. It anticipates that it will
provide first and second mortgage loans, construction and hard money loans,
international letters of credit and equity and credit lines. Pending the
completion of licensure in a state in which application has been made, Rutgers
will act as a broker for licensed lenders.
On July 30, 2007, First Plus Enterprises, Inc. and First Plus Development
Company, both wholly-owned subsidiaries of the Company, entered into a
definitive purchase agreement with Globalnet Enterprises, LLC, and its members:
Learned Associates of North America, LLC, Seven Hills Management, LLC,
Diversified Development LLC and Ajax Baron, LLC, to purchase all of the limited
liability company interests (the "Interests") of Globalnet Development Co., LLC
("Globalnet Development"), Globalnet Facility Services Co., LLC ("Globalnet
Facility Services") and Globalnet Restoration Co., LLC ("Globalnet
Restoration"). The transactions were consummated simultaneously. The purchase
price consisted of a cash payment of $4,540,000 ($3,045,000 of which was paid at
closing and the balance of which is payable on the second anniversary of
closing) and 1,100,000 shares of restricted common stock of the Company, the
closing price of which on Friday, July 27, 2007 was $.17 per share.
The Interests purchased were the subject of a limited scope business evaluation
report, which confirmed the valuation of such Interests. Based in part upon such
report, the Company concluded that the value of the Interests purchased exceeded
the purchase price therefor.
Globalnet Restoration performs restorative services on commercial, industrial,
and residential facilities as a result of unlawful activity or natural disaster,
i.e., damage caused by fire, flood, hurricane, wind, etc. Globalnet Restoration
contracts with insurance companies prior to "securing" facilities - removing
7
NOTE 2. ORGANIZATION AND BUSINESS (CONTINUED)
damaged interior materials prior to reconstruction. The subsidiary obtained a
covenant not-to-compete for $20,000.
Globalnet Development handles all types of construction projects and project
management - from new construction to "rehabs" and reconstruction. Globalnet
Development offers a full complement of construction services: general
contracting; construction management; project design and building; and renewal
and renovation. The subsidiary obtained a covenant not-to-compete for $20,000.
Globalnet Facility Services offers a single source for commercial, industrial,
and residential facility care and cleaning services - both interior and
exterior. The subsidiary obtained a covenant not-to-compete for $10,000.
The Globalnet subsidiaries total covenants not-to-compete is $50,000 less
$12,499 in accumulated amortization as of September 30, 2007.
NOTE 3. NOTES RECEIVABLE
As part of the formation of Ole Auto Group, Inc., the Company acquired
receivables and is accounting for its interest in the outstanding receivables
under SOP 03-3, Accounting for Certain Loans or Debt Securities Acquired in a
Transfer, ("SOP 03-3"). Under SOP 03-3, future cash proceeds on the outstanding
receivables are split between their accretable yield, which represents the
difference between the estimated cash collections and the carrying value of the
receivables, and the non-accretable yield, which represents the excess of
contractual cash flows over the estimated cash collections. The accretable yield
is recognized as interest income, within other income on the Company's statement
of operations, using the effective interest method over the expected term of the
receivables. Future decreases in estimated cash flows will be recognized as an
impairment charge and corresponding valuation allowance against the outstanding
receivables. Subsequent increases in the estimated cash flows, if any, will be
recognized prospectively as an adjustment to the receivables' accretable yield
over the remaining life of the receivables, after first reversing any previously
recorded valuation allowance.
As of the acquisition date for purposes of accounting under SOP 03-3, the
Company calculated the accretable yield related to the outstanding financing
receivables as follows:
Accretable yield:
Cash flows expected to be collected as of acquisition date $576,144
Less: Carrying value as of acquisition date 520,000
--------
Accretable yield as of acquisition date $ 56,144
========
8
The net cash flows expected to be collected is net of an expected default amount
of $64,250. The Company recognized $23,597 of accretable yield during the three
months ended September 30, 2007 as revenues from operations. The Company also
incurred a note payable in the transaction which has a balance of $104,000 as of
September 30, 2007.
On September 10, 2007, Ole Auto Group, Inc. entered into an agreement to sell
installment sales contracts of $1,550,462 to an independent third party. Ole
received an upfront payment of $1,193,841 representing approximately 76% of the
total notes sold and also recorded accounts receivable of $248,074 that is being
held as a reserve by the buyer pending performance of these notes. Ole also
incurred a 1% fee of $15,504 to consummate this transaction. The upfront payment
of $1,193,841 is netted against the Company's recorded amount for accounts
receivable.
NOTE 4. FURNITURE, FIXTURES & EQUIPMENT
The Company's fixed assets consist of buildings, furniture, computers and
cleaning equipment in its operations at Ole Auto Group. The useful lives are
estimated between forty years for the building and five to seven years for the
computers and equipment. The assets are being depreciated on the straight-line
method.
NOTE 5. CONCENTRATION OF CREDIT RISK
FPFG at times during operations has cash deposits that exceed $100,000 in one
account in individual banks. The Federal Deposit Insurance Corporation ("FDIC")
insures only the first $100,000 of funds at member banks. FPFG has not incurred
losses related to its cash.
NOTE 6. INCOME TAXES
Deferred taxes are recognized primarily for net operating losses that are
available for carryback to offset prior taxable income. Based on financial
results through September 30, 2007, FPFG will have a net operating loss
carryforward available of approximately $3,700,000. A valuation allowance is
provided against the deferred tax asset for future taxable income as realization
is uncertain. Income tax benefit is recorded net of any penalties and interest.
NOTE 7. QUASI-REORGANIZATION
The Company's Board of Directors approved a plan to affect a
quasi-reorganization effective December 31, 2002. A quasi-reorganization is an
accounting procedure that eliminates an accumulated deficit in retained earnings
and permits a company to proceed on much the same basis as if it had been
legally reorganized. A quasi-reorganization involves adjusting a company's
assets and liabilities to their fair values. Any remaining deficit in retained
earnings is then eliminated by a transfer of amounts from paid-in capital and
capital stock, if necessary, giving a company a "fresh start" and a zero balance
in retained earnings.
9
NOTE 8. OTHER ASSETS
FPFG retains a claim against the bankruptcy estate of its former subsidiaries
for monies advanced to them, the "Intercompany Claim". On March 23, 2007 the
bankruptcy trustee made a distribution of $2,708,000 to the Company, bringing
the aggregate amount of funds distributed on behalf of the Intercompany Claim
for the benefit of FPFG to $21,819,193. Neither FPFG, nor the bankruptcy
trustee, can estimate the amount or timing of any future payments. (See Note 9).
FPFG owns a minority equity interest in Capital Lending Strategies, LLC ("CLS").
During 2004, it sold approximately 60% of its holdings, retaining the interest
assigned on behalf of the claimants in the class action lawsuit, in CLS for
$796,580 which provided FPFG's working capital. The investment (less than 20%)
is recorded on the books at the cost basis of $71,150.
NOTE 9. COMMITMENTS AND CONTINGENCIES
The Company entered into agreements with various parties regarding the
assignment of a portion of the Intercompany Claim in connection with the
bankruptcy filing of its subsidiary FirstPlus Financial, Inc. ("FPFI") in order
to satisfy some of FPFG's obligations. The Company had recorded a contingent
liability of $3,450,000 based on the funds received by the Grantor Trust from
the FPFI Creditor Trust. No creditors have initiated a claim against FPFG. This
creditor claim has been deemed to be released during the quarter ended September
30, 2007. The Company leases its operating facilities for various terms under
long-term, operating lease agreements. The leases expire at various dates
through 2011 and provide for renewal options. In the normal course of business,
it is expected that these leases will be renewed or replaced by leases on other
properties. The leases provide for increases in future minimum annual rental
payments. The following is a schedule by year of future minimum rental payments
required under the operating lease agreements:
Year Ending
December 31 Amount
------------- ----------
2007 $ 240,954
2008 303,912
2009 303,912
2010 303,912
2011 303,912
Thereafter 0
----------
$1,456,602
==========
Total minimum lease payments do not include contingent rentals that may be paid
under certain leases because of use in excess of specified amounts.
10
NOTE 10. STOCKHOLDERS' EQUITY
Holders of the Company's 7.25% Convertible Subordinated Notes Due 2003 (amended
by a supplemental indenture entered into by the Company and the trustee for the
notes pursuant to a plan of reorganization under Chapter 11 of the Bankruptcy
Code dated April 7, 2000) received a Certificated Interest payable from the
Intercompany Claim. Two of the former noteholders received rights to convert a
portion of their Certificated Interests into shares of the FPFG's common stock.
On August 3, 2006, the remaining Certificated Interest holder with conversion
rights converted the balance of its conversion rights into 2,905,000 shares of
the Company.
In July 2006, the Company instructed the Grantor Trust to make a distribution to
holders of the Company's common stock on a pro rata basis as of August 3, 2006,
in an aggregate amount equal to fifty percent (50%) of the funds received, after
reserves and expenses incurred on behalf of the trust, by the Grantor Trust from
the registry of the court in the Grantor Trust Lawsuit in accordance with the
Company's Settlement Agreement with Danford L. Martin, individually, on behalf
of the FPFX Shareholder Value Committee and the FPFX Steering Committee and as
attorney-in-fact for all of the Petitioners in the Election Suit (as defined
therein). The Company distributed $3,618,864. The Company has determined that
the distribution was a return of capital since the Company did not have any
current or accumulated earnings and profits. On October 15, 2007, the Company
filed an original petition for declaratory relief (the "State Complaint")
against Robert D. Davis, George T. Davis, Terrance Allan, John Hughey, Rolland
Keller, and John Does 1-100 in the District Court of Cameron County, Texas,
357th Judicial District. In the State Complaint, the Company seeks a declaration
as to the respective rights of the parties regarding the FirstPlus Financial
Group, Inc. Grantor Residual Trust (the "Grantor Trust"), including, that as
settlor and beneficiary, the Company has the right to dissolve the Grantor
Trust. For additional information regarding these legal proceedings, see Part I,
Item 1, "Legal Proceedings."
In addition, the Company has agreed not to issue any shares of its common stock
prior to the initial distribution and for a period of one year following the
distribution, to not issue any shares of its common stock equal to 30% of the
then outstanding shares unless the Company obtains a fairness opinion with
respect to such transaction.
NOTE 11. STOCK OPTION PLAN
Effective January 1, 2006, under the modified prospective method, the Company
adopted the provisions of SFAS 123(R), Share-Based Payment, a replacement of
SFAS No. 123, Accounting For Stock-Based Compensation, and rescission of APB
Opinion No. 25, Accounting for Stock Issued to Employees. This statement applies
to all awards granted after the effective date and to modifications, repurchases
or cancellations of existing awards.
On December 12, 2006, the Company's board of directors approved the Stock Option
Plan for FIRSTPLUS Financial Group, Inc. (the "Plan"). The Plan made 4,500,000
shares of the Company's common stock available for issuance as awards under the
Plan, all of which are still available. Officers, directors and employees of the
Company, and employees of the Company's wholly-owned subsidiary, Ole Auto Group,
Inc., are eligible to receive awards under the Plan.
Awards under the Plan may consist of a stock option or a restricted share award.
Stock options may take the form of an incentive stock option or a non-qualified
11
stock option. The Plan will be administered, including determination of the
recipients of, and the nature and size of, awards granted under the Plan, by the
committee of the board of directors meeting the criteria set forth in the Plan.
If the board of directors has not appointed such a committee, the Plan will be
administered by the board of directors.
The exercise price of an option shall not be less than the fair market value, as
defined under the Plan, on the date of grant. Unless otherwise provided in an
option agreement, options granted under the Plan will vest as follows:
o one-third of the options will vest on the date of the grant;
o one-third of the options will vest on the first anniversary of the date
of the grant; and
o one-third of the options will vest on the second anniversary of the date
of the grant.
Unless the terms of an option agreement provide for a different date of
termination, the unexercised portion of an option award shall automatically and
without notice terminate and become null and void at the time of the earliest to
occur of the following:
o immediately upon termination of employment (or termination of service as
a director) with the Company as a result, in whole or in material part,
of a discharge for cause;
o the 60th day following optionee's termination of employment (or
termination of service as a director) with the Company for any reason
except cause; provided, however, that if the optionee shall die during
such sixty (60) day period, he or she will be deemed to have terminated
employment (or termination of service as a director) as a result of
death, and the termination of the option will be governed by the
previous clause; or
o on the 180th day following a termination of employment (or termination
of service as a director) by reason of death or disability; or
o the tenth (10th) anniversary of the date of grant.
The restricted stock awards will be subject to the restrictions and the
restriction period determined by the board of directors. Each grant of
restricted stock may be subject to a different restriction period. The holders
of restricted stock will have the right to vote the shares but will not have the
right to receive any dividends declared or paid with respect to the shares. The
recipient of a restricted stock award will be required to purchase the
restricted stock from the Company at a purchase price equal to the greater of
(a) the aggregate par value of the shares represented by such restricted stock,
or (b) the purchase price, if any, specified in a restricted stock agreement.
Upon the expiration or termination of the restriction period and the
satisfaction of any other conditions prescribed by the Board, having properly
paid the purchase price, the restrictions applicable to shares of restricted
stock shall lapse, and, unless otherwise provided in restricted stock agreement,
the shares shall be delivered, free of all such restrictions, to the holder.
12
The fair value of the option grants is estimated as of the date of the grant
using the Black-Scholes option pricing model with the following assumptions:
2006
----
Risk Free Interest Rate 4.28%
Expected Dividend Yield 32.82%
Expected Lives (years) 2.00%
Expected Volatility 61.00%
Forfeiture Rate 0.00%
The risk-free interest rate is based on the U.S. Treasury Bill rates. The
dividend yield reflects the expected dividend to be paid in accordance with the
Settlement Agreement (See note 10). Expected volatility was based on a
market-based implied volatility. The expected term of the options is based on
what the Company believes will be representative of future behavior. In
addition, the Company is required to estimate the expected forfeiture rate and
recognize expense only for those shares expected to vest. If the actual
forfeiture rate is materially different from the estimate, the stock-based
compensation expense could be significantly different from what the Company has
recorded in the current period.
SFAS No. 123(R) also requires the benefits of tax deductions in excess of
recognized compensation cost to be reported as a financing cash flow, rather
than as an operating cash flow as previously required under EITF Issue No.
00-15, Classification in the Statement of Cash Flows of the Income Tax Benefit
Received by a Company upon Exercise of a Nonqualified Employee Stock Option.
This requirement does not affect the Company's net operating cash flows or its
net financing cash flows in the three month period ended September 30, 2007.
In connection with the termination of employment by former members of management
in June 2007, the Company recognized $7,232 of stock option compensation expense
for the quarter ended June 30, 2007.
NOTE 12. RELATED PARTY TRANSACTIONS
The Company has loaned to Capital Lending Strategies, LLC since 2002
approximately $275,000. The loan balance at September 30, 2007 was $61,382. The
line of credit bears interest at the prime rate of interest as established by
the Wall Street Journal plus 1% and matures on the second anniversary of any
advance on the line of credit.
13
NOTE 13. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2006, FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes" ("FIN 48"), an interpretation of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes. FIN 48
clarifies the accounting for uncertainty in income taxes recognized in a
company's financial statements and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition and will become effective for the
Company for fiscal years beginning after December 15, 2006. The Company has not
yet determined the effect of FIN 48 on its financial position, operations or
cash flows.
NOTE 14. SUBSEQUENT EVENT
On October 31, 2007, the Creditors Trust distributed bankruptcy estate proceeds
totalling $6,226,422 to the Company and the Grantor Trust representing
accumulated Creditor Trust proceeds.
The proceeds consisted of two components. The first component represented
interest payments on the Company's bankruptcy claim of $1,583,034 to First Plus
Financial Group and $3,902,348 to the Grantor Trust for a total of $5,485,382 in
interest on the bankruptcy claim. The second component represented collections
on the Company's bankruptcy claim of $218,290 to First Plus Financial Group and
$522,750 to the Grantor Trust for a total of $741,040 in collections on the
bankruptcy claim.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
"SAFE HARBOR" PROVISIONS UNDER SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THE
COMPANY USES FORWARD-LOOKING STATEMENTS IN ITS DESCRIPTION OF ITS PLANS AND
OBJECTIVES FOR FUTURE OPERATIONS AND ASSUMPTIONS UNDERLYING THESE PLANS AND
OBJECTIVES, AS WELL AS IN ITS EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND
PROJECTIONS ABOUT THE COMPANY'S BUSINESS AND INDUSTRY. THESE FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH FORWARD-LOOKING STATEMENTS AS A
RESULT OF CERTAIN FACTORS AS MORE FULLY DESCRIBED IN THIS REPORT.
FORWARD-LOOKING TERMINOLOGY INCLUDES THE WORDS "MAY," "EXPECTS,"
"BELIEVES," "ANTICIPATES," "INTENDS," "PROJECTS" OR SIMILAR TERMS, VARIATIONS OF
SUCH TERMS OR THE NEGATIVE OF SUCH TERMS. THESE FORWARD-LOOKING STATEMENTS ARE
BASED UPON THE COMPANY'S CURRENT EXPECTATIONS AND ARE SUBJECT TO FACTORS AND
UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
DESCRIBED IN SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY EXPRESSLY DISCLAIMS
ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO
ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT TO REFLECT ANY CHANGE IN
ITS EXPECTATIONS OR ANY CHANGES IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY FORWARD-LOOKING STATEMENT IS BASED.
OVERVIEW
FIRSTPLUS Financial Group, Inc. (the "Company") is a diversified holding
company that provides commercial loan, auto loan, consumer lending, residential
and commercial restoration, facility (janitorial) care, and construction
management services. Toward this end, the Company has made several complementary
acquisitions of seasoned businesses that are designed to create value through
synergy and enterprise-level expertise.
The Company has three direct subsidiaries, Rutgers Investment Group, Inc.
("Rutgers") FirstPlus Development Company and FirstPlus Enterprises, Inc.
("FirstPlus Enterprises"). In turn, FirstPlus Enterprises, Inc. has three of its
own direct subsidiaries, Ole Auto Group, Inc. ("Ole"), FirstPlus Restoration
Co., LLC ("FirstPlus Restoration"), and FirstPlus Facility Services Co., LLC
("FirstPlus Facility"). The Company has three direct subsidiaries, Rutgers
Investment Group, Inc. ("Rutgers"), FirstPlus Development Company ("FirstPlus
Development") and FirstPlus Enterprises Inc. ("FirstPlus Enterprises"). In turn,
FirstPlus Enterprises has three of its own direct subsidiaries, Ole Auto Group,
Inc. ("Ole"), FirstPlus Restoration Co., LLC ("FirstPlus Restoration") and
FirstPlus Facility Services, LLC ("FirstPlus Facility"). In turn, FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus Restoration & Facility
Services Company. The operational aspects of certain of these subsidiaries are
set forth below.
RUTGERS
Rutgers operates chiefly in the commercial and residential loan sector by
providing financial advisory services and capital for small and middle market
companies, i.e., those with annual sales over $500,000. In this regard, Rutgers
15
offers various business funding programs with lines of credit between $50,000
and $25 million. These programs include loans (term, bridge, real estate, line
of credit), financing (equipment, machinery, purchase order, accounts
receivable), sale-leaseback of existing machinery, new leases, merger and
leveraged buyout. In marketing these financial solutions, Rutgers focuses on
businesses that are less attractive to conventional banking institutions, as
well as those in the medical and construction industries. Rutgers accepts a
variety of collateral as consideration, including commercial accounts
receivable, machinery and equipment, inventory, real estate, and liquid
securities. Once Rutgers receives a completed client financial package, it
generally can process loan approval within seven to 14 business days. In
addition, Rutgers offers through its brokerage business residential loans for
first mortgages, second mortgages and credit lines and provides some brokerage
services for consumer loans.
FIRSTPLUS ENTERPRISES
FirstPlus Enterprises seeks to acquire established companies as well as
newer, developing companies in need of resources and direction to realize their
business goals. In addition to this, FirstPlus Enterprises seeks to acquire
Companies in search of reorganization or turnaround with minimum cash flows of
$10 million or more in the following industries: waste management, direct mail
wholesale, retail healthcare products, residential and commercial cleaning,
residential and commercial construction, commercial printing, transportation and
manufacturing, in the United States as well as internationally. Our personnel
and outside consultants are skilled in the areas of operations and finance,
disciplines vital to the success of such acquisitions.
OLE
Ole is active in the buy here-pay here segment of the used automobile
market, which accommodates customers with limited or damaged credit histories.
In some cases, Ole directly finances the sales of used automobiles and, due to
the subprime status of its borrowers, is able to charge above-market interest
rates. Currently, Ole owns three used car dealerships in Texas. In the future,
Ole will seek to acquire other lots in major metropolitan Texas markets. Ole
also plans to open a reconditioning center in the fourth quarter of 2007 to
support its existing dealerships.
FIRSTPLUS RESTORATION
FirstPlus Restoration is a national provider of restorative services for
commercial, industrial and residential facilities that have been severely
damaged as a result of unlawful activity or natural disaster, e.g., fire, flood,
hurricane or wind damage. Services include mold remediation and prevention,
emergency board-up, structural drying, water extraction, content inventory, pack
out and storage, and smoke and soot cleaning.
Before restoration and prior to removing damaged interior materials,
FirstPlus Restoration contracts with insurance companies. In addition, through
its toll-free telephone number, FirstPlus Restoration provides customer service
24 hours a day, seven days a week.
FirstPlus Restoration uses several technologies in its restoration
services. Infrared camera technology detects water leakage as well as post-
flood and fire damage; infrared thermographic inspection provides a non-invasive
means of monitoring and diagnosing building conditions; and Cold Jet dry ice
blasting technology allows for non-abrasive surface cleaning.
FIRSTPLUS FACILITY
FirstPlus Facility is a national facility care provider (janitorial) for
industrial, commercial and residential facilities that occupy both interior and
exterior environments. Restorative services include general cleaning (from
16
heavy-duty to detail cleaning), floor care, construction clean-up, transitional
store cleaning, commercial kitchen cleaning and light bulb replacement. Specific
to residential properties, FirstPlus Facility provides post-residential clean-up
and move-in/move-out cleaning services. FirstPlus Facility also provides
clean-up services required because of fire, flood or national disaster. Similar
to FirstPlus Restoration, FirstPlus Facility offers 24 hour a day, seven day a
week customer service through its toll-free telephone number.
FIRSTPLUS DEVELOPMENT
FirstPlus Development offers the following real estate development
services: general contracting, construction management, project design and
build, and renewal and renovation. Specific project specialties include
townhouse, mid rise and high rise, custom home, and planned unit development.
Additionally, FirstPlus Development handles fire restoration, extensions of
existing buildings, roof raising and interior alteration. The
commercial/industrial development division provides these services to catering
halls, restaurants, retail stores, warehouses and other commercial operations.
FirstPlus Development personnel have recently led several multimillion dollar
construction projects, including a $65 million townhouse development, a $1.5
million warehouse complex and a $60 million residential high rise.
BUSINESS HISTORY
The Company was a diversified consumer finance company that originated,
serviced, and sold consumer finance receivables. The Company operated through
various subsidiaries until 1998 when macroeconomic factors adversely affected
financial markets and largely destroyed the industry's access to the capital
markets. Without access to working capital, the Company's ability to provide
consumer-based products evaporated and, like virtually all its competitors, it
saw its business liquidated to satisfy obligations. The Company's principal
operating subsidiary, FIRSTPLUS Financial, Inc. ("FPFI"), engaged in the
business of originating, purchasing, marketing and servicing home equity loans.
Prior to the collapse of the financial markets, its primary loan product was a
credit consolidation or home improvement loan, which was generally secured by a
second lien on real property (commonly referred to as a "high loan to value" or
"HLTV" loan). In March 1999, two wholly-owned subsidiaries then owned by the
Company, including FPFI, filed for reorganization under Chapter 11 of the United
States Bankruptcy Code. Neither the Company, nor any of its other subsidiaries,
sought bankruptcy protection.
FPFI's plan of reorganization was confirmed on April 7, 2000 by the United
States Bankruptcy Court, Northern District of Texas, Dallas Division. The plan
of reorganization provided for the creation of the FPFI Creditor Trust (the
"Creditor Trust") to facilitate implementation of the plan of reorganization, to
hold trust assets for the benefit of the beneficiaries, to resolve claims, to
make distributions in accordance with the plan of reorganization and to provide
various administrative services related to the Creditor Trust and the
implementation of the plan of reorganization. Under the plan of reorganization,
the Company was to own FPFI but could not transfer its interest in FPFI until
the Creditor Trust terminates. However, the Creditor Trust trustee is the sole
officer and director of FPFI. The stock was then transferred to a subsidiary
trust whereby the subsidiary trust would have the sole power to hold and vote
17
the stock. As a result, the Company has no interest in FPFI or the Creditor
Trust's assets other than its interest in the Intercompany Claim.
In the plan of reorganization, the Company was able to resolve many of its
own creditor claims through the plan of reorganization. In addition, the Company
received a general unsecured claim defined in the plan of reorganization (the
"Intercompany Claim") to be in an amount that was not to be less than $50
million. This amount was eventually quantified at $65 million. By being a holder
of the Intercompany Claim, the Company became a beneficiary of the Creditor
Trust. Under the plan of reorganization, the Company would only receive
distributions as a beneficiary of the Creditor Trust from payments on the
Intercompany Claim based on a previous series of securitized loan pools that had
been sold in the marketplace. At that time, the amount and timing of cash flow
from residuals were completely unknown. The Company has no operations with
respect to, or any control over, the securitized loans.
To settle other claims asserted against it, the Company assigned portions
of the Intercompany Claim to various creditors. Consistent with the plan of
reorganization, in settlement of the claims of the holders of the Company's
7.25% Convertible Subordinated Notes due 2003 (the "Bondholders"), the
Bondholders received an instrument representing the right to receive an
assignment of 25% of the FPFG Intercompany Claim, permitting the Bondholders to
become a direct beneficiary of the Creditor Trust, and an agreement to instruct
the Creditor Trust to make two payments to the Bondholders of $1,428,000 based
on certain conditions. The Bondholder settlement was consummated in June 2001.
Two of the Bondholders also received agreements allowing them to convert
portions of their new interest into an aggregate of 5,555,000 shares of the
Company's common stock, and the conversion rights have been fully executed. In
2006, the Company received a reassignment of a 444,440 units of the interests,
out of 33,212,000 units initially issued, from the Bondholders with conversion
rights.
The Company has agreed to pay 1.86% of the distributions it receives, up to
an aggregate amount of $931,000, on the FPFG Intercompany Claim to Thaxton
Investment Corporation ("Thaxton"). The amounts payable to Thaxton are based on
a settlement of disputes concerning the purchase price paid by Thaxton to
FirstPlus Consumer Finance, Inc. ("Consumer Finance"), then a subsidiary of the
Company, pursuant to the sale of all of the assets of Consumer Finance to
Thaxton in 1999. The Company has previously discussed with other creditors
settlement of various claims by assignment of portions of the FPFG Intercompany
Claim. For example, the Company had agreed to assign a 7.6% interest in the
distributions to its former landlord in connection with amendments to the
Company's then existing lease for its executive and administrative offices.
However, negotiations with this landlord and other parties have been dormant in
recent years. There is no assurance that these parties will not assert claims in
excess of the Company's current estimate of the value of these claims or that
there are no additional parties who may assert claims with respect to the FPFG
Intercompany Claim.
18
RESULTS OF OPERATIONS
The Company had no operations during 2006 until November 2006. The
Company's activities during 2006 were primarily focused on responding to
litigation and trying to preserve liquidity in order to emerge from operational
dormancy and to develop new business opportunities. As a result of the Company's
minimal operations in 2006 and entry into several entirely new lines of business
in 2007, as discussed in detail below, the Company's management has concluded
that comparisons of the Company's results of operations for the nine months
ended September 30, 2007 to the nine months ended September 30, 2006 and the
three months ended September 30, 2007 to the three months ended September 30,
2006 are not helpful to an evaluation and understanding of the Company.
Accordingly, the discussion below focuses on the Company's entry into those new
lines of business and the Company's results of operations for the nine months
ended September 30, 2007.
The timing and amounts to be received on the Intercompany Claim are based
on the performance of underlying loans in asset backed securitizations, and
subject to many uncertainties. The Intercompany Claim began producing cash flow
to the Company in 2005 and 2006, but due to the lawsuit styled FirstPlus
Financial Group, Inc., Michael Montgomery, Jack Draper and The FirstPlus
Financial Group Grantor Residual Trust v. George T. Davis and The FPFI Creditor
Trust; Civil Action No. 05-02962; in the 298th District Court of Dallas County,
Texas, the funds were held in the registry of the court. In May 2006, over the
objections of George Davis, the court authorized the release of approximately
$10 million to the Grantor Trust.
During 2006, with a portion of the funds from the Intercompany Claim, the
Company began to explore business opportunities. The Company determined to enter
into the Buy-Here Pay-Here automobile sales and finance business, and in
November, 2006 the Company formed Ole Auto Group, Inc. and purchased an
automobile receivable portfolio for a purchase price of $520,000. Ole began
formal business operations in January 2007. During the quarter ended March 31,
2007, Ole opened 3 auto sales and finance locations. The first location was
opened on January 1, 2007 in Fort Worth, Texas. The other two locations were
opened in Dallas, Texas during March of 2007.
During 2007, with a portion of the funds from the FPFG Intercompany Claim,
the Company began to explore additional business opportunities. The Company
completed a series of acquisitions in July 2007. The first acquisition on July
23, 2007 of Rutgers Investment Group, LLC provided for purchase substantially
all of its assets related to its commercial and consumer lending business. This
acquisition positioned the Company to operate mortgage companies in New York,
Texas and Pennsylvania. The second acquisition on July 30, 2007 of Globalnet
Enterprises, LLC, and its members: Learned Associates of North America, LLC,
Seven Hills Management, LLC, Diversified Development LLC and Ajax Baron, LLC,
provided for purchase of all of the limited liability company interests of
Globalnet Development Co., LLC , Globalnet Facility Services Co., LLC and
Globalnet Restoration Co., LLC. These acquisitions positioned the Company to
operate commercial real estate repair and restoration businesses in
Pennsylvania.
19
REVENUES
Revenues for the nine months ended September 30, 2007 were generated
primarily from the auto sales and finance business operations and consisted of
gross revenues from auto sales of approximately $7.7 million, interest income of
approximately $304,000 and other income of approximately $116,000. In addition,
non-operating revenues consisted of release of creditors bankruptcy claim of
$3,450,000, and other net interest income of $343,644.
Ole sold 720 vehicles during its first, second and third quarters of
operations for a gross profit margin of approximately 34.0% on financed sales.
For these sales, Ole collected approximately $1.9 million in cash down payments
and recorded approximately $6.1 million in finance receivables. An allowance for
uncollectible accounts was provided for against the finance receivables at a
rate of 15%, which at September 30, 2007, the recorded allowance was
approximately $790,000. The weighted average interest rate on the receivable
portfolio is approximately 17% at September 30, 2007.
GROSS PROFIT (LOSS)
Gross profit for the nine months ended September 30, 2007, is approximately
32% which is comprised of 34% for Ole's operations and (2%) for the two newly
acquired subsidiaries operations.
OPERATING EXPENSES
Operating expenses for the nine months ended September 30, 2007, include
expenses for the Ole operations as well as for the Company, and consist of a
provision for loan losses of approximately $790,000, salaries of approximately
$1,596,000 and commissions of approximately $196,000 related to Ole, facility
rents of approximately $363,000, professional fees related to acquisitions and
organizational matters of approximately $715,000 and other overhead of
approximately $2,677,000. During the nine months ended September 30, 2006, the
Company had no operations other than responding to various litigation actions.
Accordingly, the operating expenses were approximately $2.41 million during the
nine months ended September 30, 2006, which consisted primarily of legal and
professional fees.
OTHER INCOME (EXPENSE), NET
The Company earned approximately $295,000 in non-operating interest income
on investments owned during the nine months ended September 30, 2006.
INVENTORY
Ole had 31 vehicles in inventory as of September 30, 2007, in the amount of
approximately $238,060. This inventory is located at the three sales locations.
The inventory consists of a mix of 45.2% cars, 19.3% trucks, and 35.5% SUVs.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2007, the Company had approximately $1.9 million in
cash and cash equivalents, as compared to approximately $13 million on December
31, 2006.
20
During the nine months ended September 30, 2007, the Company's cash
position was decreased by approximately $11,000,000. The Company used
approximately $6.6 million in cash in its operating activities for the nine
months ended September 30, 2007. There was a net loss of $2,630 and depreciation
expense of $790,019 that did not involve a use of cash. The Company's accounts
receivable increased by approximately $3,790,000 and prepaid professional fees
increased by $1,077,000 due to costs incurred with acquisitions and
investigation of Creditors Trust transactions. In addition, accrued expenses
increased by approximately $1,153,000, the commitments and contingency liability
decreased by $3,450,000 and other operating items used approximately $220,000 in
cash . The Company used approximately $4.1 million in cash in its investing
activities. The Company purchased fixed assets for approximately $760,000 and
land for approximately $1,165,000 and acquired two companies for $4,870,000. In
addition the Company received $2,708,001 in collections on its bankruptcy estate
claim. Finally, the Company used approximately $440,000 in its financing
activities comprised of principal repayments on loans and notes payable.
As of September 30, 2007, no receivables were greater than 60 days past
due, however, fifty-three vehicles were repossessed during the quarter then
ended.
The Company believes that its cash and cash equivalents and amounts to be
received from the Creditor Trust will be sufficient to cover operating expenses
for the next twelve months. The Company does not believe it will have to raise
additional funds in the next twelve months, although future growth may require
the Company to raise additional funds.
ENTRY INTO NEW BUSINESSES
In November 2006, the Company formed Ole in order to enter the "Buy-Here
Pay-Here" auto finance industry and acquired a pool of motor vehicle retail
installment sale contracts and security agreements. Initially, the Company
intends to open auto dealership operations in the Dallas-Fort Worth area and
purchase cars and offer financing to its customers, typically marketing to
customers with limited credit history or past credit problems.
On July 23, 2007, Rutgers entered into a definitive purchase agreement with
Rutgers Investment Group, LLC ("RIG"), and Learned Associates of North America,
LLC, Seven Hills Management, LLC and Peter S. Fox, the members of RIG, to
purchase substantially all of RIG's assets related to its commercial and
consumer lending business. The transaction was consummated simultaneously. The
purchase price consisted of a cash payment of $1,825,000 and 500,000 shares of
common stock of the Company, the closing price of which on Friday, July 20, 2007
was $0.18 per share. Rutgers also agreed to assume certain specified liabilities
of RIG.
On July 30, 2007, First Plus Enterprises, Inc. and First Plus Development
Company, both wholly-owned subsidiaries of the Company, entered into a
definitive purchase agreement with Globalnet Enterprises, LLC, and its members:
Learned Associates of North America, LLC, Seven Hills Management, LLC,
Diversified Development LLC and Ajax Baron, LLC, to purchase all of the limited
liability company interests of Globalnet Development Co., LLC , Globalnet
21
Facility Services Co., LLC and Globalnet Restoration Co., LLC. The transactions
were consummated simultaneously. The purchase price consisted of a cash payment
of $4,540,000 ($3,045,000 of which was paid at closing and the balance of which
is payable on the second anniversary of closing) and 1,100,000 shares of common
stock of the Company, the closing price of which on Friday, July 27, 2007 was
$.17 per share.
THE CREDITOR TRUST AND GRANTOR TRUST
Since the bankruptcy proceedings, the Intercompany Claim had been the only
substantial asset of the Company and the only source of potential payment for
its obligations. The Company has recorded an allowance since any claim would be
dependent on the receipt of funds from the bankruptcy estate of the Company's
former subsidiaries. The Company has recorded a contingent liability of
approximately $3.5 million based on the funds received by the Grantor Trust from
the Creditor Trust. There can be no assurance as to the ultimate value of the
Intercompany Claim or the timing of distributions on the Intercompany Claim.
In 2002, the Company established the FirstPlus Financial Group, Inc.
Grantor Residual Trust (the "Grantor Trust") and assigned to it the Company's
then remaining interest in the Intercompany Claim. Under the terms of a
settlement agreement with the petitioners in a 2006 action against the Company,
it agreed that upon receipt by the Grantor Trust of funds in respect of the
Intercompany Claim, the Company would cause the Grantor Trust, subject to
certain limitations, to distribute 50% of such funds annually to stockholders of
the Company.
The sole source of required distributions from the Grantor Trust to
stockholders are distributions from the Creditor Trust to the Grantor Trust. The
Company does not know if and when additional distributions will be made from the
Creditor Trust and is unable to influence the independent trustee's decisions in
this regard.
On October 31, 2007, the Creditors Trust distributed bankruptcy estate
proceeds totaling $6,226,422 to the Company and the Grantor Trust representing
accumulated Creditor Trust proceeds.
The proceeds consisted of two components. The first component represented
interest payments on the Company's bankruptcy claim of $1,583,034 to the Company
and $3,902,348 to the Grantor Trust for a total of $5,485,382 in interest on the
bankruptcy claim. The second component represented collections on the Company's
bankruptcy claim of $218,290 to the Company and $522,750 to the Grantor Trust
for a total of $741,040 in collections on the bankruptcy claim.
OFF-BALANCE SHEET ARRANGEMENTS.
The Company does not have any off-balance-sheet arrangements.
22
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED BELOW, TOGETHER WITH
THE OTHER INFORMATION CONTAINED IN THIS AND OUR OTHER PERIODIC FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION. PLEASE NOTE THAT THE RISKS AND UNCERTAINTIES
DESCRIBED BELOW ARE NOT THE ONLY ONES FACING OUR COMPANY. IF ANY OF THE
FOLLOWING RISKS ACTUALLY OCCURS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF
OPERATIONS OR PROSPECTS COULD BE MATERIALLY AND ADVERSELY AFFECTED. THIS COULD
CAUSE THE TRADING PRICE OF OUR COMMON STOCK TO DECLINE AND A LOSS OF ALL OR PART
OF YOUR INVESTMENT.
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
WE ARE AN EMERGING COMPANY WITH A NUMBER OF NEWLY ACQUIRED BUSINESSES AND A
HISTORY OF OPERATING LOSSES. IF WE ARE UNABLE TO OVERCOME THE DIFFICULTIES
FREQUENTLY ENCOUNTERED BY EARLY STAGE COMPANIES, OUR BUSINESS COULD BE
MATERIALLY HARMED.
We had for the most part been in a dormant capacity from 1999 to 2006. We
decided to enter the Buy-Here Pay-Here automobile market in 2006, and the
commercial and consumer lending market and the construction, development and
restoration markets in 2007. Accordingly, an investment in our company involves
substantial risk associated with an investment in an early-stage entity with a
limited operating history that is pursuing a business strategy that is new to
existing management and board of directors and has no assurance of success. Our
operations are subject to all the risks inherent in the establishment and
expansion of a start up business enterprise, including a limited operating
history and potential losses and negative cash flow. The likelihood of our
success must be considered in light of the problems, difficulties and delays
frequently encountered in connection with the establishment and growth of a
start up business. There can be no assurance that we will achieve profitability
or continue to operate profitably in the future.
WE MAY HAVE DIFFICULTY PURSUING OUR ACQUISITION STRATEGY.
One of our strategies for growth is to acquire businesses or technologies that
will complement our existing operations and to otherwise actively pursue new
business opportunities through acquisitions. However, we may not be able to
identify suitable acquisition candidates, obtain the capital necessary to pursue
our acquisition strategy or complete acquisitions on satisfactory terms or at
all. We may experience significant competition in our effort to execute our
acquisition strategy. As a result, we may be unable to continue to make
acquisitions or may be forced to complete acquisitions on less favorable terms.
Furthermore, certain risks are inherent in our acquisition strategy, such as the
diversion of management's time and attention and difficulties involved in
combining disparate company cultures and facilities. Acquisitions may have an
adverse effect on our operating results, particularly in quarters immediately
following the consummation of such transactions, as we integrate the operations
of the acquired businesses. Once integrated, acquisitions may not achieve levels
of net sales or profitability comparable to those achieved by their existing
operations or otherwise perform as expected.
23
OUR FAILURE TO INTEGRATE ACQUIRED COMPANIES AND MANAGE GROWTH EFFECTIVELY MAY
LEAD TO LOSSES.
We have grown significantly through recent acquisitions. We may not be able to
integrate or manage businesses that we have acquired or may acquire. Any
difficulty in successfully integrating or managing the operations of acquired
businesses could have a material adverse effect on our business, financial
condition, results of operations or liquidity, and could lead to a failure to
realize any anticipated synergies.
There can be no assurance that our current and planned personnel, systems,
procedures and controls will be adequate to support our future operations. We
may be required to attract, train, motivate and manage new employees to develop
operational, management and information systems and controls. Also, our
management team will be required to dedicate substantial time and effort to the
integration of past and future acquisitions. These efforts could divert
management's focus and resources from other strategic opportunities and
operational matters. If we cannot manage our growth effectively, our business
may be materially adversely affected.
WE MAY NEED TO RAISE ADDITIONAL FUNDS TO PURSUE OUR ACQUISITION STRATEGY OR
CONTINUE OUR OPERATIONS.
Our acquisition strategy may include buying an existing company, merging with a
growing concern, entering into a joint venture, engaging in a roll up
transaction or pursuing a new line of business. Such a strategy requires
substantial capital investment not only for the acquisition of additional
companies, but also for the effective integration, operation and expansion of
these businesses.
Financing may be necessary for the expansion of our existing operations. Our
future capital requirements will depend on a number of factors, including our
ability to grow our revenues and manage our businesses. Our revenue growth may
depend upon the success of our acquisition strategy and our ability to raise
additional capital, possibly through incurring long-term or short-term
indebtedness or issuing equity securities in private or public transactions.
We have limited access to the capital markets. The capital markets have been
unpredictable in the past, especially for companies with limited operating
histories such as ours. In addition, the amount of capital that we may be able
to raise will often depend on variables beyond our control, such as the share
price of our stock and its trading volume. As a result, efforts to secure
financing on terms attractive to us may not be successful, and we may not be
able to secure additional financing on any terms. If we are able to consummate a
financing arrangement, the amount raised may not be sufficient to meet our
future needs. If adequate funds are not available on acceptable terms, or at
all, our business may be materially adversely affected.
IF WE RAISE ADDITIONAL FUNDS THROUGH THE ISSUANCE OF EQUITY OR CONVERTIBLE DEBT
SECURITIES, THE OWNERSHIP OF CURRENT STOCKHOLDERS MAY BE DILUTED.
If we raise additional funds through the issuance of equity or convertible debt
securities, the percentage ownership held by existing stockholders may be
reduced and those stockholders may experience significant dilution in net book
value per share. In addition, new securities may contain certain rights,
preferences or privileges that are senior to those of our common stock.
Furthermore, any additional equity financing may be dilutive to stockholders,
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and debt financing, if available, may involve restrictive covenants, which may
limit our operating flexibility with respect to certain business matters. If
adequate funds are not available on acceptable terms, we may be unable to
develop or enhance our services and products, take advantage of future
opportunities or respond to competitive pressures, any of which eventualities
could have a material adverse effect on our business.
OUR FAILURE TO ATTRACT AND RETAIN KEY PERSONNEL COULD HARM OUR BUSINESS.
Our future success depends to a significant extent on the continued services of
our senior personnel, particularly John Maxwell, our Chief Executive Officer and
Chairman of our Board, Robert O'Neal, our President and Chief Operating Officer,
and William Handley, our Chief Financial Officer. Our key personnel have
managerial, financial and operational expertise as well as experience and skills
specific to the specialized industries in which we operate. There are a limited
number of individuals with such experience and skills.
While we have employment agreements with Messrs. Maxwell, O'Neal and Handley, we
cannot guarantee that we will be successful in retaining key personnel.
Departures and additions of key personnel may be disruptive to and detrimentally
affect our business.
THERE MAY BE SIGNIFICANT FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS AND
MARGINS.
Certain of our subsidiaries may experience significant fluctuations in their
quarterly operating results and margins. Ole may experience seasonality as a
consequence of decreased demand for automobiles during summer and year-end
vacation and holiday periods. The revenues of FirstPlus Restoration Co., LLC may
vary significantly depending on the occurrence of events creating the need for
restoration services.
Due to these and other factors, our operating results in any given quarter may
fall below expectations. Furthermore, our planned growth strategy may subject
our operating results to substantial variables and changes each quarter.
Accordingly, given the possibility of these fluctuations, quarterly comparisons
of the results of operations during any fiscal year are not necessarily
meaningful and results for any one fiscal quarter should not be relied upon as
an indication of future performance.
THE BUSINESS OF FIRSTPLUS RESTORATION CO., LLC DEPENDS TO A LARGE EXTENT ON ITS
RELATIONSHIPS WITH INSURERS AND INSURANCE ADJUSTORS, WHICH RELATIONSHIPS MAY
DETERIORATE.
The business of FirstPlus Restoration Co., LLC depends to a large extent on its
relationships with insurers and insurance adjustors for client referrals.
Relationships with those insurers and insurance adjustors may deteriorate, which
may have a material adverse effect on our business.
THE BUSINESS OF FIRSTPLUS FACILITY SERVICES CO., LLC DEPENDS ON SHORT-TERM
CONTRACTS THAT MAY NOT BE RENEWED.
Contracts for the services of FirstPlus Facility Services Co., LLC tend to be
short-term in nature, many lasting for a period of no longer than one year. Upon
the expiration of such contracts, clients are not obligated to continue using
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its services. If a significant number of clients do not continue to use its
services and a sufficient number of new client relationships are not
established, our business may experience a material adverse effect.
RISKS RELATED TO OUR COMMON STOCK
THERE IS NO ESTABLISHED MARKET FOR OUR COMMON STOCK.
Currently, our common stock is quoted on the over-the-counter "Pink Sheets."
There is no established market for our common stock and no assurance can be made
that an active trading market will develop. There can be no assurance as to the
degree of price volatility in any market for our common stock that does develop.
These factors may reduce the number of potential investors and thereby the
potential market for our common stock, making it more difficult to sell.
OUR COMMON STOCK IS CONSIDERED A "PENNY STOCK," AND THEREFORE MAY BE SUBJECT TO
ADDITIONAL SALE AND TRADING REGULATIONS THAT MAY MAKE IT MORE DIFFICULT TO SELL.
The SEC has adopted regulations which generally define "penny stock" to be an
equity security that has a market price of less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to specific exemptions. The
market price of our common stock is less than $5.00 per share and is therefore a
"penny stock" according to SEC rules. Subject to certain exceptions, this
designation requires any broker or dealer selling these securities to disclose
specified information concerning the transaction, obtain a written agreement
from the purchaser and determine that the purchaser is reasonably suitable to
purchase the securities. These rules may restrict the ability of brokers or
dealers to sell our common stock and may affect the ability of investors to sell
their shares.
THE MARKET PRICE AND TRADING VOLUME OF OUR COMMON STOCK MAY BE VOLATILE.
Our common stock may not be traded actively. An illiquid market for shares of
our common stock may result in lower trading prices and increased volatility,
which could negatively affect the value of your investment. If an active trading
market does develop, it may not last.
The market price of our common stock may fluctuate significantly in response to
a number of factors, some of which are beyond our control, including:
o quarterly variations in operating results;
o changes in financial estimates by securities analysts;
o changes in market valuations of other similar companies;
o announcements by us or our competitors of new products or of significant
technical innovations, contracts, acquisitions, strategic partnerships or
joint ventures;
o additions or departures of key personnel;
26
o future sales of common stock;
o any deviations in net sales or in losses from levels expected by securities
analysts;
o depth and liquidity of the market for our common stock;
o speculation in the press or investment community; and
o general market and economic conditions.
In addition, the stock market has recently experienced extreme volatility that
has often been unrelated to the performance of particular companies. These
market fluctuations may cause our stock price to fall regardless of our
performance.
OUR ARTICLES OF INCORPORATION AND BY-LAWS, AS WELL AS PROVISIONS OF NEVADA LAW,
COULD PREVENT OR DELAY A CHANGE OF CONTROL OF OUR COMPANY AND COULD LIMIT THE
MARKET PRICE OF OUR COMMON STOCK.
Provisions of our articles of incorporation and by-laws could prevent or delay a
change of control of our company, even if such a change in control would be
beneficial to our stockholders. Such provisions may discourage takeover attempts
and limit stockholders' ability to approve a transaction that stockholders may
think is in their best interests. Such provisions include the following:
o limitations on the ability of our stockholders to call special meetings of
our stockholders;
o procedural requirements that must be followed before nominations can be made
for election to our Board, and matters can be proposed by stockholders for
consideration at meetings of our stockholders;
o our Board's ability to designate and issue additional series of preferred
stock with such dividend, liquidation, conversion, voting or other rights,
including the right to issue convertible securities with no limitations on
conversion and rights to dividends and proceeds in a liquidation, that may be
senior to our common stock;
o the existence of rights to purchase our Series C Junior Participating
Preferred Stock (such rights expiring on May 20, 2008, unless advanced or
extended or otherwise redeemed or exchanged by us), which rights may only be
exercised upon the acquisition of or manifestation of intent to acquire
beneficial ownership of 15% or more of the outstanding shares of our common
stock, the holders of which Series C Junior Participating Preferred Stock
would become entitled to such amount of dividend payments, voting power and
liquidation preference that may discourage acquisition proposals or delay or
prevent a change in control; and
o Nevada's business combinations statutes, which prohibit business combinations
with any "interested stockholder" (defined as a beneficial owner of 10% or
more of the voting power of the outstanding shares of a corporation) for a
three-year period following the time such stockholder became an interested
stockholder, which moratorium can be lifted only by advance approval by our
Board, and which, following the three year period, only allow such
combinations if (a) they are approved by the Board, the disinterested
27
stockholders or a majority of the outstanding voting power not beneficially
owned by the interested party, or (b) the interested stockholders satisfy
certain fair value requirements.
The provisions of our articles of incorporation and by-laws, as well as Nevada
law, are intended to encourage potential acquirers to negotiate with us and
allow our Board the opportunity to consider alternative proposals in the
interest of maximizing stockholder value. However, such provisions may also
discourage acquisition proposals or delay or prevent a change in control.
WE MAY NOT PAY DIVIDENDS OR MAKE DISTRIBUTIONS ON OUR COMMON STOCK, INCLUDING
FROM THE FIRSTPLUS FINANCIAL GROUP, INC. GRANTOR RESIDUAL TRUST.
The payment of dividends on our common stock is subject to the discretion of our
Board, which has not paid dividends in the recent past.
We are seeking judicial guidance regarding our rights regarding the FirstPlus
Financial Group, Inc. Grantor Residual Trust. On October 15, 2007, we filed an
original petition for declaratory relief against Robert D. Davis, George T.
Davis, Terrance Allan, John Hughey, Rolland Keller, and John Does 1-100 in the
District Court of Cameron County, Texas, 357th Judicial District. In that
complaint, we seek a declaration as to the respective rights of the parties
regarding the Grantor Trust, including, that as sole settlor and sole
beneficiary, we have the right to dissolve the Grantor Trust. On October 29,
2007, the court granted a temporary injunction against the defendants. Such
temporary injunction restrains and enjoins the defendants from filing any other
suit in any forum seeking a declaration or determination of any issues currently
pending in the court or in the case commenced by the abovementioned complaint
involving our company and from filing or prosecuting any cause of action that
involves the Grantor Trust or issues ancillary to the Grantor Trust or the
interpretation thereof with respect to issues of payment to or from the Grantor
Trust.
ITEM 3A(T). CONTROLS AND PROCEDURES
The Company's management, with the participation of its Principal Executive
Officer and Principal Financial Officer, has evaluated the effectiveness of its
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as
of the end of the period covered by this report. Based on such evaluation, the
Company's Principal Executive Officer and Principal Financial Officer have
concluded that, as of the end of such period, the Company's financial reporting
and disclosure controls and procedures, in addition to inadequately designed
controls over financial reporting, were not effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act.
Because the Company had been in a dormant capacity for the past several
years and only recently began operations, adequate staffing of personnel in the
accounting and financial reporting functions has not yet been attained. The
Company's shortage of personnel and inadequate segregation of duties contributes
to the lack of effective controls over financial reporting.
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Management is in the process of implementing steps to remediate the issues
identified, including:
o the hiring of experienced risk management and accounting and financial
reporting consultants to assist the accounting and finance staff of the
Company with ongoing financial reporting obligations and the improvement of
its internal controls over financial reporting;
o the implementation of standardized processes and procedures, including the
centralization of the accounts payable and accounts receivable processes; and
o an increase in the number of accounting and financial reporting personnel at
the Company.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 12, 2007, the Company filed an original complaint for injunctive
and declaratory relief (the "Federal Complaint") against Robert D. Davis, John
Hughey, Rolland Keller, George T. Davis, Terrance Allan and John Does 1-20 (the
"Federal Defendants") in the United States District Court for the Southern
District of Texas. In the Federal Complaint, the Company alleges that Mr. Robert
Davis and certain other Federal Defendants (i) have failed to make disclosures
required by rules and regulations of the Securities and Exchange Commission
despite controlling in excess of 5% of the Company's Common Stock, and (ii) have
engaged in an unlawful proxy solicitation to influence the outcome of the voting
at the Company's 2007 annual meeting of stockholders held on October 17, 2007.
The Company seeks injunctive relief against the Federal Defendants for
violations of Sections 13(d) and 14(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder, and relief in the form of a declaration that the Federal Defendants
are a "group" for the purposes of Section 13(d) of the Exchange Act and that as
such, are required to comply with applicable statutory and regulatory
requirements.
On October 15, 2007, the Company filed an original petition for declaratory
relief (the "State Complaint") against Robert D. Davis, George T. Davis,
Terrance Allan, John Hughey, Rolland Keller, and John Does 1-100 (the "State
Defendants") in the District Court of Cameron County, Texas, 357th Judicial
District (the "State Court"). In the State Complaint, the Company seeks a
declaration as to the respective rights of the parties regarding the FirstPlus
Financial Group, Inc. Grantor Residual Trust (the "Grantor Trust"), including,
that as sole settlor and sole beneficiary, the Company has the right to dissolve
the Grantor Trust. The Company also seeks damages in an unspecified amount,
attorneys' fees and costs. On October 29, 2007, the State Court granted a
temporary injunction against the State Defendants (the "Temporary Injunction").
The Temporary Injunction restrains and enjoins the State Defendants from filing
any other suit in any forum seeking a declaration or determination of any issues
currently pending in the State Court or in the case commenced by the State
Complaint involving the Company and from filing or prosecuting any cause of
action that involves the Grantor Trust or issues ancillary to the Grantor Trust
or the interpretation thereof with respect to issues of payment to or from the
Grantor Trust.
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ITEM 6. EXHIBITS
Number Description
- ------ -----------
31.1 Certification of Principal Executive Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Accounting Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer of Periodic Report
Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2 Certification of Principal Accounting Officer of Periodic Report
Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Issuer caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIRSTPLUS Financial Group, Inc.
Dated: November 14, 2007 By: /s/ John Maxwell
-------------------------------------
John Maxwell
Chief Executive Officer
(Principal Executive Officer)
Dated: November 14, 2007 By: /s/ William Handley
-------------------------------------
William Handley
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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EXHIBIT INDEX
Number Description
- ------ -----------
31.1 Certification of Principal Executive Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Accounting Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer of Periodic Report
Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2 Certification of Principal Accounting Officer of Periodic Report
Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
33
